Common use of Reliance by Third Parties Clause in Contracts

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything Any other provision of this Agreement to the contrary in this Agreement notwithstanding, no lender or purchaser (including any purchaser of property from the Partnership) or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in any manner any and all assets use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representativesthe General Partner's representative. Each and every certificateEvery contract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and or delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (iib) such instrument or document was duly executed according to this Agreement and is binding upon the Partnership and (c) the Person executing and delivering such certificate, document General Partner or instrument the General Partner's representative was duly authorized and empowered to do so execute and deliver any and every such instrument or document for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser of property from the Partnership or other than the limitations on Person, shall be required to verify any representation by the General Partner’s and General Partner Entity’s authority set forth as to the extent of the interest in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the assets of the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements or other transactions and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner and Assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealingsale, in each case except to the extent that such action imposes, financing or purports to impose, liability on the Limited Partnerother transaction. In no event shall any Person dealing with the General Partner with respect to any business or its representatives property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with with, or to inquire into the necessity or expedience expediency of any act or action of the General Partner or its representatives. Each Partner; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner with respect to any business or its representatives property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets Assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and Partnership, including contracts related to take any and all actions on behalf the incurrence or guarantee of the Partnershipindebtedness, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each of the Limited Partner Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s 's authority set forth in Sections 7.37.5, 7.5 7.6.A, 7.6.D, and 7.6.A7.11), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser or other than Person, including any purchaser of property from the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), Partnership or any other Person dealing with the Partnership Partnership, shall be entitled required to assume that verify any representation by the General Partner has full power and authority, without consent or approval of any other Partner or Person, as to its authority to encumber, sell sell, or otherwise use in any manner any and all assets of the Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf or properties of the Partnership, and any such lender, purchaser, or other Person shall be entitled to rely exclusively on such representations and shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against any such lender, purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with or with, and each such Person shall be entitled to rely on the assumptions that the Partnership has been duly formed and is validly in existence and that the Commencement Date has occurred. In no event shall any such Person be obligated to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note, or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Managing General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Managing General Partner as if the Managing General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 Managing General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Managing General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each of the Limited Partner Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Directors, the General Partner and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if Board of Directors, the General Partner or any such Officer as if it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 Board of Directors, the General Partner or any such Officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Board of Directors, the General Partner or any such Officer or its 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 Board of Directors, the General Partner or any such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner, the Officers or 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement Agreement, any Person (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person its Affiliates) dealing with the Partnership shall be entitled to assume that the General Partner and any officer or representative of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer or representative as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its officers or representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i1) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii2) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii3) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections Section 7.3, Section 7.5 and 7.6.ASection 7.6.A hereof), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby expressly 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 thing done or not done by the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the PartnershipPartnership (including, without limitation, in connection with any pledge of Partnership assets to secure a loan or other financing to the General Partner as provided by Section 7.1(a)(iii)) and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner (and its general partner, if applicable) and any officer of the General Partner (or its general partner, if applicable) authorized by the General Partner (or its general partner, if applicable) to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner (or its general partner, if applicable) or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each The Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to any other provision of this Agreement, purchaser, including any purchaser of property from the contrary in this Agreement (Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell, or otherwise use. Any such lender or purchaser shall be entitled to assume that rely exclusively on the representations of the General Partner has full power and authority, without consent or approval of any other Partner or Person, as to encumber, sell or otherwise use in any manner any and all assets of the Partnership, its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Except for any fraudulent or illegal conduct on the part of any lender, purchaser or other person, the Limited Partner and any assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement hereof have been complied with with, or to inquire into the necessity or expedience of any act or action of the General Partner or its representativesrepresentative. Each and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Supervisors and any Officer of the Partnership authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum 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 Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) 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 Board of Supervisors or itsrepresentatives or any such Officer (including the General Partner or its representativesPartner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Directors, the General Partner and any officer authorized by the Board of Directors or General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 Board of Directors, the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Board of Directors, the General Partner or its any 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 Board of Directors, the General Partner or its any such officer or their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 72 Board of Directors, the General Partner or its their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that (i) the General Partner and (ii) any officer or attorney-in-fact of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership, has full fill power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer or attorney-in-fact in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives any such officer or 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 General Partner or its representativesany such officer or attorney-in-fact. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives any such officer or attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of Property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the Property of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if it was the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its the General Partner's representatives with respect to any business or Property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with with, or be obligated to inquire enquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its the General Partner's representatives with respect to any business or Property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representatives were duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Supervisors and any Officer of the Partnership authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum 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 Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) 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 General Partner Board of Supervisors or its representativesrepresentatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that (i) the General Partner and (ii) any officer or attorney-in-fact of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership, has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer or attorney-in-fact in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives any such officer or 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 General Partner or its representativesany such officer or attorney-in-fact. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives any such officer or attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every OASIS MIDSTREAM PARTNERS LP Second Amended and Restated Agreement of Limited Partnership certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provisions of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in Partnership Assets that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited To the fullest extent permitted by law, each Partner (other than the General Partner) hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Supervisors and any Officer of the Partnership authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each The Limited Partner hereby waives waives, to the maximum 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 Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) 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 General Partner Board of Supervisors or its representativesrepresentatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Managing General Partner and any officer of the Managing General Partner authorized by the Managing General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Managing General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against to such Person Partner to contest, negate or disaffirm any action of the Managing General Partner or any such officer in connection with any such dealing; provided that this sentence does not modify and is not a waiver or limitation of the authority, in each case except to the extent that such action imposespowers, rights or remedies, or purports to impose, liability the limitations on the Limited Partnerauthority, powers, or rights, as between the General Partners as specified in Section 7.1 and Section 7.3 of this Agreement. In no event shall any Person dealing with the Managing General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 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 Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in Partnership Assets that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partnerarrangement. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrumentthereof, this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership and (iii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) such 55 certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of Shamrock GP authorized by Shamrock GP to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Supervisors and any Officer of the Partnership authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each The Limited Partner hereby waives waives, to the maximum 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 Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) 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 General Partner Board of Supervisors or its representativesrepresentatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. ‌ Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets Assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and Partnership, including contracts related to take any and all actions on behalf the incurrence or guarantee of the Partnershipindebtedness, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything Any other provision of this Agreement to the contrary in this Agreement (notwithstanding, no lender or purchaser including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) 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, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each The Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or and such officer or its 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 General Partner or and such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Managing General Partner and any officer of the Managing General Partner authorized by the Managing General Partner to act on behalf of and in the name of Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Managing General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 Managing General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Managing General Partner or any such officer or its 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 Managing General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership. 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 Any other provision of this Agreement to the contrary in this Agreement (notwithstanding, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representation of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and and/or delivery of such certificate, document or instrumentthereof, this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the PartnershipPartnership 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 General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any action taken by such dealing, in each case except Person prior to the extent receipt by such Person of written notice that the General Partner did not have the requisite authority to authorize such action imposes, or purports to impose, liability on the Limited Partneraction. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each of the Limited Partner Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iia) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiia) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each To the fullest extent permitted by law, each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with NY\6167084.9 or to inquire into the necessity or expedience expediency of any act or action of the General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provisions of this Agreement to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)contrary, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use use, in any manner manner, any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner (other than the General Partner) and other Person who may acquire a Partnership Interest 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representativesthe General Partner's representative. Each and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person party dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Personparty, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person party shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such Person party to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person party dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person party relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person party executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) such certificate, document or -14- C/M: 11764.0004 364998.8 instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each The Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. Plains All American Pipeline, L.P. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the any General Partner and any officer of a General Partner authorized by such General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the a General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 a General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the a General Partner or any such officer or its 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 a General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the a General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or C:\My Documents\Mlpagt.wpd EXECUTION COPY 39 any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such Person to contest, negate engage or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the 44 Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) 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 Partnership. Nothing in this Section 7.11 shall constitute a waiver of any claim against the General Partner for any breach of this Agreement or of any other written agreement between the General Partner and any Limited Partner.

Reliance by Third Parties. ‌ Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, Assignee and other Person bound by this Agreement hereby waives 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 the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each The Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership or any Subsidiary of the Partnership shall be entitled to assume that the General Partner has full power and authority, without the consent or approval of any other Partner Partner, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership or any Subsidiary of the Partnership and to enter into any contracts on behalf of the Partnership or any Subsidiary of the Partnership, and to take any and all actions on behalf of the Partnership or any Subsidiary of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s or such Subsidiary’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its duly authorized 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 General Partner or its such representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership or any Subsidiary of the Partnership by the General Partner or its duly authorized representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that, (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership or any Subsidiary of the Partnership and (iii) 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 Partnership and/or any Subsidiary of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. Plains All American Pipeline, L.P.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume verify any representation by the Managing General Partner as to the extent of the interest in the assets of the Partnership that the Managing General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, Managing General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Managing General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner and each Assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Managing General Partner on behalf of the Partnership in connection with any such dealingsale, in each case except to the extent that such action imposes, financing or purports to impose, liability on the Limited Partnerother action. In no event shall any Person dealing with the Managing General Partner or its representatives representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with with, or to inquire into the necessity or expedience expediency of any act or action of the Managing General Partner or its representatives. Each representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Managing General Partner or its representative on behalf of the Partnership by with respect to any business or property of the General Partner or its representatives Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the Managing General Partner or its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. 44 Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. NYC:103990_15.DOC Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without the consent or approval of any other Partner Partner, or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such LA\4346025.7 Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Directors, the General Partner and any officer authorized by the Board of Directors or General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, 857826.02-WILSR01A - MSW authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 Board of Directors, the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Board of Directors, the General Partner or its any 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 Board of Directors, the General Partner or its any such officer or their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner or its their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner Record Holder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Supervisors and any Officer of the Partnership authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum 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 Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) 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 General Partner Board of Supervisors or its representativesrepresentatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s 's authority set forth in Sections 7.37.5, 7.5 7.6.A, 7.6.D, and 7.6.A7.11), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in 43 connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the 77 Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or PersonPerson (unless set forth herein), to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 AmericasActive:14016784.12 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provisions of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in Partnership Assets that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited To the fullest extent permitted by law, each Partner (other than the General Partner) and Unitholder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no third-party lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership (a "Third Party"), shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner and any assignee thereof hereby waives any and all defenses or other remedies that may be available against such Person any Third Party dealing with the Partnership to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 expediency of any act or action of the General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.37.5, 7.5 7.6.A, 7.6.D, and 7.6.A7.11), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement Agreement, any Person (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person its Affiliates) dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document 927933.17-WILSR01A - MSW or other instrument executed on behalf of the Partnership by the General Partner or its their officers and representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Directors, the General Partner and any officer authorized by the Board of Directors or General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 Board of Directors, the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Board of Directors, the General Partner or its any 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 Board of Directors, the General Partner or its any such officer or their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 73 Board of Directors, the General Partner or its their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person party dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Personparty, to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person party shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such Person party to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person party dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person party relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person party executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) such certificate, document or -14- C/M: 11764.0004 397409.3 instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, . document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. ARTICLE VIII

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer or representatives of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer or representative as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything Any other provision of this Agreement to the contrary in this Agreement (notwithstanding, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representation of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) 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, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. ARTICLE VIII

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner Record Holder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner’s representative was duly authorized and empowered to 24 execute and deliver any and every such instrument or document for and on behalf of the Partnership. 6.10.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person or Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i1) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii2) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii3) 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 Partnership. This Section 8.9 shall not negate or diminish the obligations of the General Partner to the Partners contained in other Sections of this Agreement.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) 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 Partnership. Nothing in this Section 7.10 limits the General Partner's liability to the Partnership and the Limited Partners for actions taken by the General Partner that are not authorized under this Agreement.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner and Assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser or other than Person, including any purchaser of property from the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), Partnership or any other Person dealing with the Partnership Partnership, shall be entitled required to assume that verify any representation by the General Partner has full power and authority, without consent or approval of any other Partner or Person, as to its authority to encumber, sell sell, or otherwise use in any manner any and all assets of the Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf or properties of the Partnership, and any such lender, purchaser, or other Person shall be entitled to rely exclusively on such representations and shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against any such lender, purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with or with, and each such Person shall be entitled to rely on the assumptions that the Partnership has been duly formed and is validly in distance and that the Commencement Date has occurred. In no event shall any such Person be obligated to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each the General Partner’s representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note, or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership, and (iii) the General Partner or the General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each The Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement Agreement, any Person (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person its Affiliates) dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, 77 Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its representatives be WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 76 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in Partnership Assets that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partnerarrangement. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 expediency of any act or action of the General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf by the General partner or the General partner's representative with respect to any business or property of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrumentthereof, this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership and (iii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) 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 Partnership.to

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner Record Holder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership., and

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the PartnershipPartnership 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 General Partner as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner in connection with any action taken by such dealing, in each case except Person prior to the extent receipt by such Person of written notice that the General Partner did not have the requisite authority to authorize such action imposes, or purports to impose, liability on the Limited Partneraction. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 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 (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership. Treatment of and Limitation on Payments to General Partner.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the Board of Directors, the General Partner and any officer authorized by the Board of Directors or General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives 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 Board of Directors, the General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the Board of Directors, the General Partner or its any 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 Board of Directors, the General Partner or its any such officer or their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner or its their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iii) 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 Partnership.. 810649.05-WILSR01A - MSW

Reliance by Third Parties. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreement (contrary, no lender or purchaser, including any purchaser of property from the Partnership or any other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership Partnership, shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender or purchaser shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner it were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder there under that (ia) 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, (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iiib) such certificate, instrument or document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any authorized contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding anything any other provisions of this Agreement to the contrary in this Agreement (contrary, no lender, purchaser or other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A), any Person dealing with the Partnership shall be entitled required to assume look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in Partnership Assets that the General Partner has full power and authority, without consent or approval of any other Partner or Person, is entitled to encumber, sell or otherwise use in use, and any manner any and all assets such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the Partnership, General Partner as to its authority to enter into any contracts on behalf of the Partnership such financing or sale arrangements and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if the General Partner were the Partnership’s sole party in interestinterest therein, both legally and beneficially. Each Limited To the fullest extent permitted by law, each Partner (other than the General Partner) and Unitholder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, sale or purports to impose, liability on the Limited Partnerfinancing. In no event shall any Person person dealing with the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership 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 General Partner or its representatives. Each the General Partner's representative; and every certificatecontract, document agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed on behalf of the Partnership by the General Partner or its representatives the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and delivery of such certificate, document or instrument, thereof this Agreement was in full force and effect, (ii) 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 Partnership, and (iii) 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 Partnership., and

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and 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 Partnership, Partnership and to enter into any contracts on behalf of the Partnership Partnership, and to take any and all actions on behalf of the Partnership, Partnership and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s 's sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such Person to contest, negate engage or disaffirm any action of the General Partner in connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or its 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 General Partner or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, ; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, ; and (iii) such certificate, document or instrument was duly executed 214 and delivered in accordance with the terms and provisions of this Agreement Agreement, and is binding upon the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement (other than the limitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, 7.5 and 7.6.A)Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the Partnership authorized by the General Partner to act on behalf and in the name of the Partnership has full power and authority, without consent or approval of any other Partner or Person, authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership, Partnership and to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if the General Partner it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner 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 General Partner or any such officer in 77 US-DOCS\98994761.5 connection with any such dealing, in each case except to the extent that such action imposes, or purports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner or any such officer or its 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 General Partner or its representativesany such officer. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives any such officer shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ia) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (iib) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, Partnership and (iiic) 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 Partnership.