Common use of Reliance by Third Parties Clause in Contracts

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Managing Member or any officer Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager Managing Member or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager Board of Directors, the General Partner and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager Board of Directors, the General Partner or any officer such Officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors, the General Partner or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors, the General Partner or any of such Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors, the General Partner or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager Board of Directors, the General Partner, the Officers or any officer representatives of the General Partner authorized by the General Partner or its representatives the Board of Directors shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Company authorized by the Manager Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives officers shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Managing Member or any officer Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager Managing Member or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and Partnership, to enter into any authorized contracts on behalf of the CompanyPartnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership, and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Board and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Board or any officer Officer as if it were the Company’s or such Series’ sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager Board or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by lawLaw, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of its officers Officer or their respective representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager Board of Directors or any officer Officer or its their respective representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its their respective representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Any Person dealing with the Company shall will be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall will be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall will any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall Managing Member will be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery effect of such certificate, document or instrument, this Agreement (or prior versions thereof) was in full force and effect, ; (b) the Person executing Managing Member was authorized and delivering empowered to execute and deliver such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company; and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member The Members hereby waiveswaive, to the fullest extent permitted by lawApplicable Law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives Officers shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Managing Member, the relevant Managers and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Managing Member, the relevant Managers or any officer Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person to contest, negate or disaffirm any action of any of the Manager Managing Member, Managers or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Managing Member, any Manager or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member, any Manager or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Managing Member, any relevant Manager or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Shareholder hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed and delivered on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to To the fullest extent permitted by law, each Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Company authorized by the Manager Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member The Members hereby waiveswaive, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives officers shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Non-Managing Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company, and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer Officer authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any officer such Officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without consent or approval of any other Member or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and Company, to enter into any authorized contracts on behalf of the Company and to take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it the Managing Member were the Company’s sole party in interest, both legally and beneficially. Each Non-Managing Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Non-Managing Member. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company, and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person (other than the General Partner and its Affiliates) dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer or representative of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer or representative as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer or representative in connection with any such dealing. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the Manager General Partner or any of its officers such officer or representatives representative be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representativesrepresentative. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives representative shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager or any officer Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership; and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Assets and to enter into any authorized contracts on behalf of the CompanyPartnership, including contracts related to the incurrence or guarantee of indebtedness, and such Person shall be entitled to deal with the Manager or any officer Managing General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager Managing General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership; and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company has Managing Members have full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Assets and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Members, or any officer either of them, as if it they were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Members or any of its officers or their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Members or any officer or its their representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Managing Members or any officer or its their representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company. Nothing herein is intended to afford either Managing Member greater power or authority than is otherwise granted under this Agreement, or to exculpate either Managing Member from any liability for acting beyond the scope of such Managing Member’s authority as set forth herein.

Reliance by Third Parties. (a) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and Chief Executive Officer or any officer Person authorized by the Manager Board to act on behalf of and in the name of the Company (each an “Authorized Person”) has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Authorized Person as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of its officers or representatives Authorized Person be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer or its representatives. Authorized Person. (b) Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives Authorized Person shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything otherwise to the contrary in this Agreementherein, any Person dealing with the Company shall be entitled to assume that the Manager Manager, its representatives and any officer of the Company authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Manager, any such representative or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Manager, any such representative or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company; and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, subject to Section 7.3, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member (other than the Managing Member) hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Non-Managing Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member of the Limited Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell sell, or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate negate, or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document document, or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document document, or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document document, or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership; and (ciii) such certificate, document document, or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to To the fullest extent permitted by law, each Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer of the General Partner authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Non-Managing Member, each other Person who acquires an interest in a Membership Interest and each other party who becomes bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Managing Member or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, ; (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company; and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Company authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives officers shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager Board of Directors, the General Partner and any officer authorized by the Manager Board of Directors or General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager Board of Directors, the General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors, the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors, the General Partner or any of its officers such officer or their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors, the General Partner or any such officer or its their representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager Board of Directors, the General Partner or any officer their officers or its representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.Partnership and

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person (other than the General Partner and its Affiliates) dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer or representative of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer or representative as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its officers or representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member of the Limited Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and Partnership, to enter into any authorized contracts on behalf of the CompanyPartnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer Managing General Partner as if it the Managing General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager Managing General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership, and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer of the Company as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer of the Company in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer of the Company or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership, and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager members of the Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Director or any officer such Officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Director or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of such Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer or its representativessuch Officer. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer or its representatives such Officer shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company; and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member of the Members, each other Person who acquires an interest in a Share and each other Person who is bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of such Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer such Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member Shareholder hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed and delivered on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the any Company Group Member shall be entitled to assume that the Managing Member, the Asset Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company their respective officers has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Group Member and to enter into any authorized contracts on behalf of the CompanyCompany Group Member, and such Person shall be entitled to deal with the Managing Member, Asset Manager or any such officer as if it were the CompanyCompany Group Member’s sole party in interest, both legally and beneficially. Each Series Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Managing Member, Asset Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Managing Member, Asset Manager or any of its officers or representatives such officer be obligated to ascertain that the terms of this Agreement or a Series Designation have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member, Asset Manager or any officer or its representativessuch officer. Each and every certificate, document or other instrument executed on behalf of the a Company Group Member by the Managing Member, Asset Manager or any officer or its representatives thereof shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Group Member, and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany Group Member.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer of the Managing Member authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Non-Managing Member, each other Person who acquires an interest in a Membership Interest and each other Person bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person Member to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document document, or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document document, or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document document, or instrument was duly authorized and empowered to do so for and on behalf of the Company Company, and (c) such certificate, document document, or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to To the fullest extent permitted by law, the Sole Member hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Non-Managing Member, each other Person who acquires an interest in a Membership Interest and each other party who becomes bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the Partnership authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person (other than the Managing Member and its Affiliates) dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer of the General Partner authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person (other than the Managing Member and its Affiliates) dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Assets and to enter into any authorized contracts on behalf of the CompanyPartnership, including contracts related to the incurrence or guarantee of indebtedness, and such Person shall be entitled to deal with the Manager or any officer Managing General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member The Special General Partner and each Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager Managing General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer of the Managing Member authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Non-Managing Member, each other Person who acquires an interest in a Membership Interest and each other Person bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person Member to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document document, or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Assets and to enter into any authorized contracts on behalf of the CompanyPartnership, including contracts related to the incurrence or guarantee of indebtedness, and such Person shall be entitled to deal with the Manager or any officer Managing General Partner as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager Managing General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Managing General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s 's or such Series' sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was and/or the Bylaws were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager or any officer Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Managing Member in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Manager authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer authorized by of the Manager Company or of the Managing Member purporting to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to To the fullest extent permitted by law, the Company, each Non-Managing Member and each other Person who has acquired an interest in a Company Security hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any officer or its representativessuch officer. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Managing Member or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person Managing Member or any such officer executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Manager authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Company, and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon on the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board and any officer Officer authorized by the Manager Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member of the Members, each other Person who acquires an interest in a Unit and each other Person who is bound by this Agreement hereby waives, to the fullest extent permitted by lawLaw, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board or any of such Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board or any officer such Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the Partnership authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member The Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of and such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any and such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT WESTERN REFINING LOGISTICS GP, LLC and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer of the Manager authorized by the Manager to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Non-Managing Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member The Members hereby waives, to the fullest extent permitted by law, waive any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the Partnership authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any officer or its representativessuch officer. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Member, each other Person who acquires an interest in a Membership Interest and each other Person who becomes bound by this Agreement hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of such Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors, the Officers or any officer or its representatives of the Company authorized by the Board of Directors shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member The Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that (i) the Manager General Partner and (ii) any officer or attorney-in-fact of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership, has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer or attorney-in-fact as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer or attorney-in-fact in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers such officer or representatives attorney-in-fact be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representativesattorney-in-fact. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Managing Member has full power and authority authority, without the consent or approval of any other Member or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Managing Member as if it were the Company’s 's sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Managing Member or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that (i) the Manager General Partner and (ii) any officer or attorney-in-fact of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership, has full fill power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer or attorney-in-fact as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer or attorney-in-fact in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers such officer or representatives attorney-in-fact be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any such officer or its representativesattorney-in-fact. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT PBF LOGISTICS GP LLC Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by any Officer authorized by the Manager or any officer or its representatives Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the name of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Sole Member and any officer Officer authorized by the Manager Sole Member to act for and on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Sole Member or any officer such Officer as if it were the Company’s 's sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Sole Member or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Sole Member or any of its officers or representatives such Officer be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Sole Member or any officer or its representativessuch Officer. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Sole Member or any officer or its representatives Officer authorized by the Sole Member shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of and in the Company name of the Company; and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the Partnership authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or any officer or its representativessuch officer. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager General Partner or any such officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer expressly authorized by the Manager Board of Directors to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the CompanyCompany or such Series, and such Person shall be entitled to deal with the Manager Managing Member or any officer Officer as if it were the Company’s Companys or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager Managing Member or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyCompany or the applicable Series.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer Officer authorized by the Manager Managing Member to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager Board of Directors, the General Partner and any officer authorized by the Manager Board of Directors or General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager Board of Directors, the General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Directors, the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors, the General Partner or any of its officers such officer or their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Directors, the General Partner or any such officer or its their representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager 72 Board of Directors, the General Partner or any officer their officers or its representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager Managing General Partner and any officer of the Managing General Partner authorized by the Manager Managing General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager Managing General Partner or any such officer as if it were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Directors and any officer Officer authorized by this Agreement, or by the Manager Board of Directors to act on behalf of and in the name of the Company Company, has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Directors or any officer Officer as if it the Board of Directors or the Officer were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such any Person to contest, negate or disaffirm any action of the Manager Board of Directors or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Directors or any of its officers or representatives Officer be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager Board of Directors or any officer or its representativesOfficer. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Directors or any officer or its representatives Officer shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Board of Managers and any officer Officer authorized by the Manager Board of Managers to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Board of Managers or any officer Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Board of Managers or any officer Officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board of Managers or any of Officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Board of Managers or any officer Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager Board of Managers or any officer Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership; and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, any third Person dealing with the Company shall be entitled to assume that rely exclusively on the Manager and any officer authorized by the Manager to act on behalf of and in the name representations of the Company has full Board (or any W Manager pursuant to Section 8.1(f)) as to its power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, arrangements and such Person shall be entitled to deal with the Manager Board (or any officer W Manager pursuant to Section 8.1(f)) as if it were the Company’s sole party in interestinterest therein, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer in connection with any such dealing. In no event shall any Person dealing with the Manager Board (or any W Manager pursuant to Section 8.1(f)) or any representative thereof with respect to any business or property of its officers or representatives the Company be obligated to ascertain that the terms of this Agreement have been complied with with, or be obligated to inquire into the necessity or expedience of any act or action of the Manager Board (or any officer W Manager pursuant to Section 8.1(f)) or its representatives. Each any representative thereof; and every certificate, document contract or other instrument document executed on behalf by the Board (or any W Manager pursuant to Section 8.1(f)) or any representative thereof with respect to any business or property of the Company by the Manager or any officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and and/or delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, ; (b) the Person executing and delivering such certificate, instrument or document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company; and (c) the Board (or any W Manager pursuant to Section 8.1(f)) or any representative thereof was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership and such Person shall be entitled to deal with the Manager or any officer General Partner as if it the General Partner were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that which may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership. The indemnification provision set forth in this Section 7.7 and the liability provision set forth in Section 7.8 are for the benefit of the Partners hereto. Any standard used therein is not intended to apply to any matter other than those two Sections; such standards shall specifically not apply to transactions between the Partnership and third parties.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer Officer authorized by the Manager Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each The Sole Member hereby waives, to the fullest extent permitted by lawApplicable Law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer such Officer in connection with any such dealing. In no event shall any Person dealing with the Manager any such Officer or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any officer such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer or its representatives Officers shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company Board has full power and authority authority, without the consent or approval of any other Member, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and take any and all actions on behalf of the Company, and such Person shall be entitled to deal with the Manager or any officer Board as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer Board in connection with any such dealing. In no event shall any Person dealing with the Manager Board or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer Board or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by an Officer or other authorized person by or at the Manager or any officer or its representatives direction of the Board shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Company Board and any officer Officer authorized by the Manager Company Board to act on behalf of and in the name of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Company Board or any officer such Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Company Board or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Company Board or any of such officer or its officers or representatives be obligated to ascertain that the terms of this the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Company Board or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Company Board or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Manager Managing Member and any officer authorized by the Manager to act on behalf of and in the name of the Company or of the General Partner has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any authorized contracts on behalf of the Company, and such Person shall be entitled to deal with the Manager Managing Member or any such officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Member Non-Managing Member, each other Person who acquires an interest in a Membership Interest and each other party who becomes bound by this Agreement hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager Managing Member or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager Managing Member or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager Managing Member or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Manager or any officer Managing Member or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager General Partner and any officer of the General Partner authorized by the Manager General Partner to act on behalf of and in the name of the Company Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and such Person shall be entitled to deal with the Manager General Partner or any such officer as if it were the CompanyPartnership’s sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the Manager General Partner or any of such officer or its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager General Partner or SUNCOKE ENERGY PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company Partnership shall be entitled to assume that the Manager and any officer authorized by the Manager to act on behalf of and in the name of the Company General Partner has full power and authority authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Company Partnership and to enter into any authorized contracts on behalf of the CompanyPartnership, and take any and all actions on behalf of the Partnership unless and until such Person shall be notified in writing that the General Partner does not have such authority under the Agreement, and, unless and until such Person shall have been so notified, such Person shall be entitled to deal with the Manager or any officer General Partner as if it were the Company’s Partnership's sole party in interest, both legally and beneficially. Each Member Limited Partner hereby waives, to the fullest extent permitted by law, waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any officer General Partner in connection with any action taken by such dealingPerson prior to the receipt by such Person of written notice that the General Partner did not have the requisite authority to authorize such action. In no event shall any Person dealing with the Manager General Partner or any of its officers or representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Manager or any officer General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company Partnership by the Manager or any officer General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder thereunder, unless and until such Person shall be notified otherwise in writing, that (ai) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company Partnership and (ciii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the CompanyPartnership.