Common use of Waivers and Disclaimers Clause in Contracts

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY THE VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.9 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY AND THE ANCILLARY DOCUMENTDOCUMENTS, NONE OF THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKEHAS MADE OR MAKES, AND EACH SUCH CONTRIBUTING PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE SYSTEM ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLYTHE SYSTEM ASSETS, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE SYSTEM ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SYSTEM ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE SYSTEM ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SYSTEM ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINESYSTEM ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO NONE OF THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SYSTEM ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE SYSTEM ASSETS SHALL BE MADE IN AN “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, AND THE SYSTEM ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS AGREEMENT. THIS SECTION SHALL SURVIVE SUCH TRANSFER AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SYSTEM ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS. THE PARTIES AGREE THAT THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS PARAGRAPH ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY ANCILLARY DOCUMENTAPPLICABLE LAW.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING WPZ PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING WPZ PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING WPZ PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING WPZ PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.25 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESWPZ GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THE SUBJECT ENTITIES OR THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE SUBJECT ENTITIES GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF THE SUBJECT ENTITIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE SUBJECT ENTITIES FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF THE SUBJECT ENTITIES OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE SUBJECT ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER, CONTRIBUTION OR CONVEYANCE OF THE SUBJECT INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.6 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE ANCILLARY DOCUMENTSAGREEMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SEP I IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE SEP I HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE CONTRIBUTED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE CONTRIBUTED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE CONTRIBUTED ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR CONTRIBUTED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CONTRIBUTED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE CONTRIBUTED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTRIBUTED ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SEP I ALSO EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE OIL AND GAS PROPERTIES BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF THE CONTRIBUTED ASSETS; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO THE EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES SEP I OR THE COMPANY ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF HYDROCARBONS FROM THE OIL AND GAS PROPERTIES, IT BEING UNDERSTOOD THAT ALL RESERVE, PRICING AND VALUE ESTIMATES UPON WHICH THE COMPANY HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF THE OIL AND GAS PROPERTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY HEREBY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS OR MATERIALITY OF THE INFORMATION, REPORTS, PROJECTIONS, MATERIALS, RECORDS, AND DATA NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO THE COMPANY IN CONNECTION WITH THE CONTRIBUTED ASSETS OR BUSINESSES THIS AGREEMENT (INCLUDING ANY DESCRIPTION OF SEMCRUDE PIPELINE THE OIL AND GAS PROPERTIES, WORKING INTERESTS OR WHITE CLIFFS PIPELINENET REVENUE INTERESTS, QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY), PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, PRICING ASSUMPTIONS, ABILITY OR POTENTIAL FOR PRODUCTION OF HYDROCARBONS FROM THE LEASES, RESERVES CATEGORIZATION, ENVIRONMENTAL CONDITION OF THE OIL AND GAS PROPERTIES, OR ANY OTHER MATTERS CONTAINED IN ANY OTHER MATERIAL FURNISHED OR MADE AVAILABLE TO THE COMPANY BY SEP I OR BY SEP I’S AGENTS OR REPRESENTATIVES). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY AND ALL SUCH INFORMATION, REPORTS, PROJECTIONS, MATERIALS, RECORDS AND DATA NOW, HERETOFORE OR HEREAFTER FURNISHED BY SEP I IS PROVIDED AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF SAME IS AT THE COMPANY’S SOLE RISK. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. THE COMPANY ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENTS, NEITHER THE CONTRIBUTING PARTIES SEP I NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO SEP I, THE SUBJECT INTEREST CONTRIBUTED BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR CONTRIBUTED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.22 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SEP I, SEP III, THE SUBJECT INTEREST CONTRIBUTED BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR CONTRIBUTED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE ANCILLARY CONTRIBUTING PARTIES CLOSING DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE CONTRIBUTED ENTITIES OR SUCH CONTRIBUTED ENTITIES’ ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE CONTRIBUTED ENTITIES’ ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN ON OR ON SUCH WITH RESPECT TO THE CONTRIBUTED ENTITIES ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST CONTRIBUTED INTEREST, THE CONTRIBUTED ENTITIES OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SUCH CONTRIBUTED ENTITIES ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CONTRIBUTED ENTITIES ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE CONTRIBUTED ENTITIES ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWSLAWS (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECONTRIBUTED ENTITIES ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY CLOSING DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST ANY CONTRIBUTING PARTY, ANY CONTRIBUTED ENTITY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SUCH CONTRIBUTED ENTITY’S ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.24 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE CONTRIBUTED ENTITIES OR THEIR SUCH CONTRIBUTED ENTITIES ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTTHE CONTRIBUTING PARTIES CLOSING DOCUMENTS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR THE ASSETS AND THE LAND ON SUCH WHICH THE ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANY AND ITS ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING MLP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING MLP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING MLP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING MLP PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.22 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESMLP GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING TLLP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING TLLP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSRESPECTIVE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR RESPECTIVE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR RESPECTIVE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR RESPECTIVE ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR RESPECTIVE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE ASSETS OR THEIR OPERATIONS RESPECTIVE OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR RESPECTIVE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING TLLP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING TLLP PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESTLLP GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. BUYER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE TRANSFERRED ASSETS, THAT IT HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH TRANSFERRED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON IT CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III OR IN THE ANCILLARY AGREEMENTS AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY SELLER IN THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS, BUYER IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE TRANSFERRED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY SELLER OR ITS REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE INTERESTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III AND IN THE ANCILLARY AGREEMENTS AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY IN THE ANCILLARY DOCUMENTAGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT PRE-CLOSING REORGANIZATION WITH RESPECT TO THE CONTRIBUTING PARTIES HAVE TRANSFERRED ASSETS AND THE TRANSFER OF THE INTERESTS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND THAT SELLER HAS NOT MADE, DO NOT NOR DOES IT MAKE, AND SELLER SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY TRANSFERRED ASSETS OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSINTERESTS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST TRANSFERRED ASSETS OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHE INTERESTS, (C) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH BUYER OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH TRANSFERRED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS OF ANY GOVERNMENTAL ENTITY (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. BUYER ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTCONSPICUOUS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING QEPM PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING QEPM PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSRESPECTIVE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR RESPECTIVE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR RESPECTIVE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR RESPECTIVE ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR RESPECTIVE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE ASSETS OR THEIR OPERATIONS RESPECTIVE OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR RESPECTIVE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING QEPM PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING QEPM PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESQEPM GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. ARTICLE V

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING ACMP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ACMP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING ACMP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING ACMP PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.25 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESACMP GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. ARTICLE V ADDITIONAL AGREEMENTS, COVENANTS,

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THE CONTRIBUTED ENTITIES OR THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE CONTRIBUTED ENTITIES GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF THE CONTRIBUTED ENTITIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CONTRIBUTED ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE CONTRIBUTED ENTITIES FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF THE CONTRIBUTED ENTITIES OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE CONTRIBUTED ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CONTRIBUTED ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE CONTRIBUTION OF THE CONTRIBUTED INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CONTRIBUTED ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY AND THE ANCILLARY DOCUMENTDOCUMENTS AND THE AMENDED AND RESTATED OMNIBUS AGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY LLC INTEREST OR ENVIRONMENTAL CONDITION OF SUCH ANY ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSOWNED BY OSAGE, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT LLC INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHE ASSETS OWNED BY OSAGE, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE OWNED BY OSAGE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OWNED BY OSAGE OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEOWNED BY OSAGE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING AMENDED AND RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS OF OSAGE FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST SHALL BE MADE IN AN "AS IS," "WHERE IS" CONDITION WITH ALL FAULTS, AND THE LLC INTEREST IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS OF OSAGE THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE AMENDED AND RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAVE NOT MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE COMPANY OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE COMPANY GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, THE ASSETS OF THE COMPANY; (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST COMPANY OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, ; (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE COMPANY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, THEREON; (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF THE COMPANY OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS); OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE COMPANY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 12.1 SHALL SURVIVE THE PURCHASE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 12.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE PIPELINE AND RELATED RIGHTS-OF-WAY, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANIES AND THEIR ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANIES AND THEIR ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE AMENDED AND RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTY, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESPROPERTY, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (DIV) THE COMPLIANCE OF THE PROPERTY OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEPROPERTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT OR IN NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE PROPERTY SHALL BE MADE IN AN "AS IS," "WHERE IS" CONDITION WITH ALL FAULTS, AND THE PROPERTY IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE PROPERTY OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PROPERTY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE AMENDED AND RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING WPZ PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING WPZ PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING WPZ PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING WPZ PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESWPZ GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE AMENDED AND RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTY, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESPROPERTY, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (DIV) THE COMPLIANCE OF THE PROPERTY OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEPROPERTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT OR IN NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE PROPERTY SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE PROPERTY IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE PROPERTY OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PROPERTY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE AMENDED AND RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. The Buyer is knowledgeable of the business of owning and operating natural gas and natural gas liquids facilities. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING SELLER PARTIES IN THIS THE TRANSACTION DOCUMENTS, THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT NO SELLER PARTY HAS MADE OR MAKES, AND EACH SUCH SELLER PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES GUARANTY OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE SUBJECT ENTITIES’ ASSETS, PROPERTIES OR INTERESTS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS SUBJECT ENTITIES’ ASSETS, PROPERTIES AND INTERESTS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS ON OR OTHER MATTERS IN OR ON SUCH ASSETSTHEREUNDER, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHEREFROM, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THEREOF FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF THEREOF OR BY SEMCRUDE PIPELINETHEREBY, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH OPERATION WITH, ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEREOF. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY TRANSACTION DOCUMENTS, WITH RESPECT NO SELLER PARTY IS LIABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE BUYER HEREIN OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST ENTITIES’ ASSETS, PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS INTERESTS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT EMPLOYEE OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT EXCEPT TO THE EXTENT PROVIDED IN THE TRANSACTION DOCUMENTS, THE BUYER HEREBY ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ASSETS, PROPERTIES AND INTERESTS OF THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER ENTITIES ARE IN EFFECT, OR OTHERWISE, EXCEPT “AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTIS,” “WHERE IS” CONDITION WITH ALL FAULTS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE PIPELINE INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PIPELINE GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS ON THE PIPELINE AND RELATED RIGHTS-OF-WAY INCLUDED IN OR ON SUCH ASSETSTHE PIPELINE, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS THE PIPELINE OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY #PageNum# ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY, THE UNEV MEMBERSHIP INTERESTS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INDIRECT TRANSFER AND CONVEYANCE OF THE PIPELINE SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE PIPELINE IS INDIRECTLY TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY, THE UNEV MEMBERSHIP INTERESTS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.12 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.13. THIS SECTION 4.13 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 4.13 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT AND EXCEPT FOR FRAUD, THE PARTIES HAVE NOT ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, THE TRANSFERRED ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINEBY, WHITE CLIFFS PIPELINE OR THE LIABILITIES WITH RESPECT TO, THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH OR ARISING UNDER ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, HAZARDOUS MATERIALS OR OTHER POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT AND EXCEPT FOR FRAUD, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.15. THIS SECTION 4.15 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 4.15 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND AND, EXCEPT FOR FRAUD, ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES QEPFS IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE QEPFS HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE COMPANY OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE PROCESSING ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY SOIL OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINEINTEREST, WHITE CLIFFS PIPELINE OR THEIR THE PROCESSING ASSETS, OPERATIONS THE COMPANY OR BUSINESSESTHE BUSINESS, (C) THE SUITABILITY OF THE PROCESSING ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE QEPFS OR THE COMPANY OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROCESSING ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE BUSINESS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES QEPFS ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES QEPFS NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST INTEREST, THE PROCESSING ASSETS OR QEPFS, THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE COMPANY OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.20 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST INTEREST, THE PROCESSING ASSETS OR QEPFS, THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE COMPANY OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY THE VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.7 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS OR THE WYNNEWOOD PRODUCTS SYSTEM, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE SYSTEMS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE SYSTEMS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE SYSTEMS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SYSTEMS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINESYSTEMS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTYPARTY EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND EXPRESS COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 8.1. THIS SECTION 8.1 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING DM PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING DM PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING DM PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING DM PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.14 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESDM GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING RRMS PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING RRMS PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES ON OR OTHER MATTERS IN OR ON SUCH REGARDING THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING RRMS PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING RRMS PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESRRMS GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.23 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE SELLER ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING SELLER PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING SELLER PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FOUR CORNERS LLC AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST FOUR CORNERS LLC OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE FOUR CORNERS LLC’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE FOUR CORNERS LLC OR THEIR ITS OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEFOUR CORNERS LLC. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES SELLER ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING SELLER PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING SELLER PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE FOUR CORNERS LLC OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING SELLER PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE FOUR CORNERS LLC OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR SNG ENTITIES AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE SNG ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE SNG ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE SNG ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.18 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR Xxxxx Corporation Navajo Pipeline Co., L.P. Holly Energy Partners — Operating, L.P. WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE 16” PIPELINE INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE 16” PIPELINE GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE 16” PIPELINE AND RELATED RIGHTS-OF-WAY, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE 16” PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS 16” PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS THE 16” PIPELINE OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS 16” PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS 16” PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANY AND ITS ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS 16” PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE ANCILLARY CONTRIBUTING PARTIES CLOSING DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE CONTRIBUTED INTEREST, THE CONTRIBUTED ENTITIES OR SUCH CONTRIBUTED ENTITIES’ ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE CONTRIBUTED ENTITIES’ ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN ON OR ON SUCH WITH RESPECT TO THE CONTRIBUTED ENTITIES’ ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST CONTRIBUTED INTEREST, THE CONTRIBUTED ENTITIES OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SUCH CONTRIBUTED ENTITIES’ ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CONTRIBUTED ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE CONTRIBUTED ENTITIES’ ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWSLAWS (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECONTRIBUTED ENTITIES’ ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY CLOSING DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST ANY CONTRIBUTING PARTY, ANY CONTRIBUTED ENTITY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR SUCH CONTRIBUTED ENTITY’S ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.24 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE CONTRIBUTED ENTITIES OR THEIR SUCH CONTRIBUTED ENTITIES’ ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTTHE CONTRIBUTING PARTIES CLOSING DOCUMENTS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR VALERO PORT XXXXXX OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF VALERO PORT XXXXXX GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF VALERO PORT XXXXXX, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST FROM VALERO PORT XXXXXX OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE VALERO PORT XXXXXX FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF VALERO PORT XXXXXX OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEVALERO PORT XXXXXX. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST VALERO PORT XXXXXX OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER, CONTRIBUTION OR CONVEYANCE OF THE PORT XXXXXX INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST VALERO PORT XXXXXX OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE PIPELINE INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PIPELINE GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE PIPELINE AND RELATED RIGHTS-OF-WAY, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS THE PIPELINE OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANY AND ITS ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTERESTS, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT AND EXCEPT FOR FRAUD, THE PARTIES HAVE NOT ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, THE TRANSFERRED ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINEBY, WHITE CLIFFS PIPELINE OR THE LIABILITIES WITH RESPECT TO, THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH OR ARISING UNDER ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, HAZARDOUS MATERIALS OR OTHER POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT AND EXCEPT FOR FRAUD, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.18. THIS SECTION 4.18 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 4.18 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND AND, EXCEPT FOR FRAUD, ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR SERVICE AND THE ANCILLARY DOCUMENTSREPORTS ARE PROVIDED ON AN AS IS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKEWHERE IS BASIS, AND SPECIFICALLY NEGATE AND WE DISCLAIM ANY REPRESENTATIONS, ALL WARRANTIES, PROMISES, COVENANTS, AGREEMENTS EXPRESS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSIMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYSERVICE AND ITS QUALITY, NEITHER ACCURACY, RELIABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT THE CONTRIBUTING PARTIES NOR SERVICE OR THE REPORTS WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE OR THE REPORTS WILL BE UNINTERRUPTED OR ERROR FREE. IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY VERIFY THE REPORTS. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED. WE MAKE NO WARRANTY AS TO THE CONTENT, SEQUENCE, SECURITY, OR NON-INFRINGEMENT OF ANY OF THEIR AFFILIATES SHALL INFORMATION OR CONTENT CONTAINED IN OR GENERATED BY THE SERVICE, INCLUDING THE REPORTS. IN NO EVENT WILL WE BE LIABLE TO YOU OR BOUND ANY THIRD PARTY FOR ANY LOSS OF USE, LOST REVENUE OR PROFIT, LOST OR CORRUPTED DATA, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE USE OF OR RELIANCE ON THE SERVICE OR THE REPORTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGENCY COMP, LLC’S MAXIMUM LIABILITY FOR ANY MANNER BY ANY VERBAL CLAIMS OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES LIABILITY ARISING OUT OF OR INFORMATION PERTAINING RELATED TO YOUR USE OF OR SUBSCRIPTION TO THE SUBJECT INTEREST SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT OR TORT), SHALL NOT EXCEED THE CONTRIBUTING PARTIESTOTAL SERVICE SUBSCRIPTION FEES ACTUALLY PAID BY YOU FOR THE TWO (2) MONTHS 5 IMMEDIATELY PRECEDING THE CIRCUMSTANCES OUT OF WHICH THE CLAIM AROSE. IF YOU ARE DISSATISFIED WITH THE SERVICE, SEMCRUDE PIPELINEYOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR SUBSCRIPTION, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENTWITHOUT REFUND, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS AS DESCRIBED IN SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT2.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINEXXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE OR SLNG AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINEXXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE XXXX EXPRESS ENTITIES’ OR SLNG’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE XXXX EXPRESS ENTITIES AND SLNG. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.19 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, LANDLORD MAKES NO WARRANTIES, PROMISESEXPRESS OR IMPLIED, COVENANTSAS TO ANY MATTER WHATSOEVER. TENANT ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PREMISES “AS-IS WHERE-IS” WITHOUT REPRESENTATION, AGREEMENTS WARRANTY OR GUARANTIES OF ANY KIND COVENANT (EXPRESS OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING IMPLIED) BY LANDLORD AND IN EACH CASE SUBJECT TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION EXISTING STATE OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSTITLE, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESRIGHTS OF ANY PARTIES IN POSSESSION THEREOF (IF ANY), (C) THE SUITABILITY ANY STATE OF THE ASSETS OF SEMCRUDE PIPELINE FACTS REGARDING ITS PHYSICAL CONDITION OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSWHICH AN ACCURATE SURVEY MIGHT SHOW, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY ALL LAWS, INCLUDING ANY ZONINGREGULATIONS, ENVIRONMENTAL PROTECTIONRULES AND ORDERS AFFECTING THE PREMISES, POLLUTION OR LAND USE LAWS OR AND (E) ANY VIOLATIONS OF LAWS, REGULATIONS, RULES AND ORDERS AFFECTING THE PREMISES WHICH MAY EXIST ON THE DATE HEREOF. LANDLORD HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) NOR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE, HABITABILITY, MERCHANTABILITYUSE, MARKETABILITYCONDITION, PROFITABILITY DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE USE OF THE ASSETS PREMISES (OR BUSINESSES OF SEMCRUDE PIPELINE ANY PART THEREOF), OR WHITE CLIFFS PIPELINE. EXCEPT AS TO THE EXTENT PROVIDED ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR AS TO THE LACK OF INFRINGEMENT ON ANY PATENT, TRADEMARK OR COPYRIGHT, THE CONFORMITY OF THE PREMISES TO THE DESCRIPTION THEREOF IN THIS AGREEMENT LEASE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED WITH RESPECT TO THE PREMISES (OR ANY PART THEREOF), AND LANDLORD SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE PREMISES, OR ANY PART THEREOF, TO COMPLY WITH ANY LAW. LANDLORD HAS NOT GIVEN, AND LANDLORD HEREBY DISCLAIMS, ANY ADVICE, REPRESENTATION, WARRANTY OR COVENANT, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY LEGAL, ECONOMIC, ACCOUNTING, TAX OR OTHER EFFECTS OF THIS LEASE OR THE TRANSACTIONS CONTEMPLATED BY THIS LEASE, AND TENANT HEREBY DISCLAIMS ANY RELIANCE ON LANDLORD WITH RESPECT TO ANY OF THE FOREGOING. LANDLORD SHALL NOT BE DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR PROMISE MADE BY THE SUPPLIER, MANUFACTURER, DISTRIBUTOR OR OTHER SELLER (OR ANY SALES REPRESENTATIVE OR AGENT THEREOF) OF ANY PORTION OF THE PREMISES. IN NO EVENT SHALL LANDLORD BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. LANDLORD SHALL NOT BE LIABLE FOR ANY DELAY IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSDELIVERY OR INSTALLATION OF ANY EQUIPMENT, MACHINERY OR PERSONAL PROPERTY. TENANT HAS SELECTED AND, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYUPGRADE WORK, NEITHER SHALL SELECT ALL EQUIPMENT, MACHINERY OR PERSONAL PROPERTY WITHOUT LANDLORD’S ASSISTANCE, AND TENANT EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENT OR REPRESENTATION MADE BY LANDLORD IN CONNECTION WITH THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTSSELECTION, REPRESENTATIONSSHIPMENT, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION DELIVERY AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION INSTALLATION OF ANY REPRESENTATIONS EQUIPMENT, MACHINERY OR WARRANTIESPERSONAL PROPERTY INCLUDED WITHIN THE DEFINITION OF THE PREMISES. LANDLORD IS NOT A MANUFACTURER OF ANY EQUIPMENT, WHETHER EXPRESSMACHINERY OR PERSONAL PROPERTY INCLUDED WITHIN THE DEFINITION OF THE PREMISES. TENANT EXPRESSLY ASSUMES THE RISK THAT ADVERSE PHYSICAL, IMPLIED ENVIRONMENTAL, FINANCIAL AND LEGAL CONDITIONS MAY NOT BE REVEALED BY TENANT’S INSPECTION OF THE PROPERTY. WITHOUT LIMITING THE SCOPE OR STATUTORYGENERALITY OF THE FOREGOING, TENANT EXPRESSLY ASSUMES THE RISK THAT THE PREMISES DOES NOT OR WILL NOT COMPLY WITH RESPECT TO THE SUBJECT INTEREST ANY ENVIRONMENTAL REQUIREMENTS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW OTHER LAWS NOW OR HEREAFTER IN EFFECT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TENANT WAIVES THOSE RIGHTS AND REMEDIES AGAINST A LANDLORD CONFERRED UPON A TENANT BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (INCLUDING ANY RIGHTS OR REMEDIES TENANT MAY HAVE UNDER SECTIONS 2A-508 — 2A-522 THEREOF), TO THE EXTENT APPLICABLE TO THE PREMISES, AND THOSE RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE, EXCEPT AS EXPRESSLY IN EITHER CASE THAT ARE INCONSISTENT WITH OR THAT WOULD LIMIT OR MODIFY LANDLORD’S RIGHTS SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTLEASE. The provisions of this Paragraph 2.6 have been negotiated by the Landlord and Tenant after due consideration for the Rent payable hereunder and as part of the consideration for the transfer of the Premises from Tenant to Landlord pursuant to the Purchase Agreement, and are intended to be a complete exclusion and negation of any representations or warranties of the Landlord, express or implied, with respect to the Premises that may arise pursuant to any law now or hereafter in effect, or otherwise.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, AND IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSUNEV PIPELINE’S ASSETS AND THE HXXXX UNEV INTERESTS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH UNEV PIPELINE’S ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH UNEV PIPELINE’S ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM UNEV PIPELINE’S ASSETS AND THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESHXXXX UNEV INTERESTS, (CIII) THE SUITABILITY OF THE UNEV PIPELINE’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE UNEV PIPELINE, WHITE CLIFFS PIPELINE ’S ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), PERMITS, LICENSES, FORECASTS, RIGHTS-OF-WAY OR OTHER AGREEMENTS OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE UNEV PIPELINE’S ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE HXXXX UNEV INTERESTS. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST UNEV PIPELINE’S ASSETS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS HXXXX UNEV INTERESTS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE HXXXX UNEV INTERESTS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE HXXXX UNEV INTERESTS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH TRANSFER AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO UNEV PIPELINE’S ASSETS AND THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS HXXXX UNEV INTERESTS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE AMENDED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE LLC INTERESTS OR THE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST LLC INTERESTS OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR THE ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTERESTS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARTIES SELLER NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO SELLER, THE SUBJECT INTEREST COMPANY, THE TRANSFERRED BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTYTRANSFERRED ASSETS. THE PROVISIONS OF THIS SECTION 3.21 2.24 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST SELLER, THE COMPANY, THE TRANSFERRED BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR VALERO XXXXX OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF VALERO XXXXX GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF VALERO XXXXX, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST FROM VALERO XXXXX OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE VALERO XXXXX FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF VALERO XXXXX OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEVALERO XXXXX. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST VALERO XXXXX OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER, CONTRIBUTION OR CONVEYANCE OF THE XXXXX INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST VALERO XXXXX OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. BUYER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE ACQUIRED ASSETS, THAT IT HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH ACQUIRED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON IT CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN OR IN THE ANCILLARY AGREEMENTS, BUYER IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY SELLER OR ITS REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE ACQUIRED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY IN THE ANCILLARY DOCUMENTAGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT THE CONTRIBUTING PARTIES HAVE SALE AND BUYER’S ACQUISITION OF THE ACQUIRED ASSETS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND THAT SELLER HAS NOT MADE, DO NOT NOR DOES IT MAKE, AND SELLER SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE ACQUIRED ASSETS, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PROPERTIES INCLUDED IN THE ACQUIRED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ACQUIRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ACQUIRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH BUYER OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH ACQUIRED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS OF ANY GOVERNMENTAL ENTITY (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS, INCLUDING THE DESIGNATED ORDERS, OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEACQUIRED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. BUYER ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTCONSPICUOUS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES ON OR OTHER MATTERS IN OR ON SUCH REGARDING THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.24 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. ARTICLE V

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.6 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. Table of Contents

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN ARTICLE 3 OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAND THE SELLER CLOSING CERTIFICATE, THE CONTRIBUTING PARTIES HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE PURCHASED SHARES, INCLUDING THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR PROPERTIES OR THE BUSINESS, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TARGET COMPANY’S ASSETS OR PROPERTIES GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR PROPERTIES, THE BUSINESS OR ANY OTHER MATTERS IN ON OR ON SUCH ASSETSWITH RESPECT TO THE TARGET COMPANY’S ASSETS OR PROPERTIES, (B) THE RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR PROPERTIES, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE) OR INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST PURCHASED SHARES, THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE PROPERTIES OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHE BUSINESS, (C) THE SUITABILITY OF THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH OR THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE TARGET COMPANY, WHITE CLIFFS PIPELINE THE TARGET COMPANY’S ASSETS OR THEIR OPERATIONS WITH PROPERTIES OR THE BUSINESS WITH, ANY LAWSLAWS (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TARGET COMPANY’S ASSETS OR BUSINESSES PROPERTIES OR ANY PART THEREOF OR THE BUSINESS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF SEMCRUDE PIPELINE ANY DEFECTS THEREIN WHETHER LATENT OR WHITE CLIFFS PIPELINE. PATENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT AS AND TO THE EXTENT PROVIDED EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT AND THE SELLER CLOSING CERTIFICATE, THE PURCHASER SHALL BE DEEMED TO BE OBTAINING THE REAL PROPERTY, FIXTURES, EQUIPMENT AND OTHER PERSONAL PROPERTY OWNED, LEASED, LICENSED OR OTHERWISE USED BY THE TARGET COMPANY IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS. EXCEPT FOR THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE TRANSACTIONS CONTEMPLATED HEREBYSELLER IN ARTICLE 3 OF THIS AGREEMENT AND THE SELLER CLOSING CERTIFICATE, NEITHER THE CONTRIBUTING PARTIES SELLER NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST SELLER, THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS BUSINESS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT REPRESENTATIVE OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 5.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST SELLER, THE TARGET COMPANY, THE TARGET COMPANY’S ASSETS OR PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS BUSINESS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN ARTICLE 3 OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAND THE SELLER CLOSING CERTIFICATE.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR THE ASSETS AND THE LAND ON SUCH WHICH THE ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTERESTS, THE ACQUIRED COMPANIES OR ANY OF THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT IS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE ACQUIRED COMPANIES, THEIR RESPECTIVE ASSETS AND THE PIPELINE ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE ACQUIRED COMPANIES, THEIR RESPECTIVE ASSETS AND THE PIPELINE ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTERESTS AND THE PIPELINE ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR LLC INTERESTS, THE CONTRIBUTING PARTIESACQUIRED COMPANIES, SEMCRUDE PIPELINE, WHITE CLIFFS THEIR RESPECTIVE ASSETS AND THE PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.6 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. 27

Waivers and Disclaimers. BUYER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE ACQUIRED ASSETS, THAT IT HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH ACQUIRED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON IT CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN OR IN THE ANCILLARY AGREEMENTS, BUYER IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY SELLER OR ITS REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE ACQUIRED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY IN THE ANCILLARY DOCUMENTAGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT THE CONTRIBUTING PARTIES HAVE SALE AND BUYER’S ACQUISITION OF THE ACQUIRED ASSETS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND THAT SELLER HAS NOT MADE, DO NOT NOR DOES IT MAKE, AND SELLER SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE ACQUIRED ASSETS, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PROPERTIES INCLUDED IN THE ACQUIRED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ACQUIRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ACQUIRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH BUYER OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH ACQUIRED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS OF ANY GOVERNMENTAL ENTITY (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEACQUIRED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. BUYER ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTCONSPICUOUS.

Waivers and Disclaimers. BUYER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE ACQUIRED ASSETS, THAT IT HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH ACQUIRED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON IT CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN OR IN THE ANCILLARY AGREEMENTS, AND EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY SELLER IN THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS, BUYER IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE ACQUIRED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY SELLER OR ITS REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE ACQUIRED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER SET FORTH IN THIS ARTICLE III AND IN THE CERTIFICATE DELIVERED BY SELLER AT CLOSING UNDER SECTION 2.2(f) AND EXCEPT FOR THE OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY IN THE ANCILLARY DOCUMENTAGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT THE CONTRIBUTING PARTIES HAVE SALE AND BUYER’S ACQUISITION OF THE ACQUIRED ASSETS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND THAT SELLER HAS NOT MADE, DO NOT NOR DOES IT MAKE, AND SELLER SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE ACQUIRED ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PROPERTIES INCLUDED IN THE ACQUIRED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ACQUIRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ACQUIRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH BUYER OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH ACQUIRED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS OF ANY GOVERNMENTAL ENTITY (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS, INCLUDING THE DESIGNATED ORDERS, OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEACQUIRED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. BUYER ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTCONSPICUOUS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINECIG, WHITE CLIFFS PIPELINE OR SNG AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINECIG, WHITE CLIFFS PIPELINE SNG OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CIG’S OR SNG’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINECIG, WHITE CLIFFS PIPELINE SNG OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECIG AND SNG. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINECIG, WHITE CLIFFS PIPELINE SNG OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.18 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINECIG, WHITE CLIFFS PIPELINE SNG OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINEXXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE OR SLNG, THE SNG ENTITIES AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINEXXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG, THE SNG ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE XXXX EXPRESS ENTITIES’, SLNG’S OR SNG ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG, SNG ENTITIES OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE XXXX EXPRESS ENTITIES, SLNG AND THE SNG ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG, THE SNG ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE XXXX EXPRESS ENTITIES, WHITE CLIFFS PIPELINE SLNG, THE SNG ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE ANCILLARY CONTRIBUTING PARTIES CLOSING DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY CLOSING DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED BUSINESSES OR THEIR THE TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.26 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE CONTRIBUTED ENTITIES, WHITE CLIFFS PIPELINE THE TRANSFERRED BUSINESSES OR THEIR THE TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINECHEYENNE ENTITIES, WHITE CLIFFS PIPELINE OR THE CIG ENTITIES AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINECHEYENNE ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CHEYENNE ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE CHEYENNE ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE THE CHEYENNE ENTITIES OR WHITE CLIFFS PIPELINECIG ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE CHEYENNE ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE CHEYENNE ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY THE VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.9 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.. ARTICLE V ADDITIONAL AGREEMENTS,

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE AMENDED AND RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR THE ASSETS AND THE LAND ON SUCH WHICH THE ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING AMENDED AND RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANY AND ITS ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE AMENDED AND RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.6 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.23 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. ARTICLE V ADDITIONAL AGREEMENTS, COVENANTS,

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.13. THIS SECTION 4.13 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 4.13 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENT.THE RESTATED OMNIBUS AGREEMENT. ARTICLE V

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING WPZ PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING WPZ PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSRESPECTIVE ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR RESPECTIVE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR RESPECTIVE ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR RESPECTIVE ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR RESPECTIVE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE ASSETS OR THEIR OPERATIONS RESPECTIVE OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR RESPECTIVE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING WPZ PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING WPZ PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.23 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESWPZ GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR RESPECTIVE BUSINESSES OR THEIR RESPECTIVE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR SNG ENTITIES AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE SNG ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE SNG ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE SNG ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SNG ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. The Buyer is knowledgeable of the business of owning and operating natural gas and natural gas liquids facilities. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING SELLER PARTIES IN THIS THE TRANSACTION DOCUMENTS, THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT NO SELLER PARTY HAS MADE OR MAKES, AND EACH SUCH SELLER PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES GUARANTY OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE SUBJECT ENTITIES' ASSETS, PROPERTIES OR INTERESTS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS SUBJECT ENTITIES' ASSETS, PROPERTIES AND INTERESTS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS ON OR OTHER MATTERS IN OR ON SUCH ASSETSTHEREUNDER, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHEREFROM, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THEREOF FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF THEREOF OR BY SEMCRUDE PIPELINETHEREBY, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH OPERATION WITH, ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEREOF. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY TRANSACTION DOCUMENTS, WITH RESPECT NO SELLER PARTY IS LIABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE BUYER HEREIN OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST ENTITIES' ASSETS, PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS INTERESTS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT EMPLOYEE OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT EXCEPT TO THE EXTENT PROVIDED IN THE TRANSACTION DOCUMENTS, THE BUYER HEREBY ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ASSETS, PROPERTIES AND INTERESTS OF THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER ENTITIES ARE IN EFFECT, OR OTHERWISE, EXCEPT “AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTIS,” “WHERE IS” CONDITION WITH ALL FAULTS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAVE NOT MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE LEASE OR THE LEASED PREMISES, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE LEASED PREMISES GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, THE LEASED PREMISES; (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, LEASED PREMISES; (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE LEASED PREMISES FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, THEREON; (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE LEASE OR THEIR OPERATIONS THE LEASED PREMISES WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS); OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS LEASE OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE LEASED PREMISES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LEASE OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS LEASED PREMISES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 12.1 SHALL SURVIVE THE PURCHASE OF THE LEASE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 12.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR LEASE AND THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS LEASED PREMISES THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAVE NOT MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE COMPANY OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE COMPANY GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, THE ASSETS OF THE COMPANY; (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST COMPANY OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, ; (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE COMPANY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, THEREON; (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF THE COMPANY OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS); OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE COMPANY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS Section 12.1 SHALL SURVIVE THE PURCHASE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 Section 12.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.23 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT, THE CONCURRENT AGREEMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE OR MAKES AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES GUARANTY OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE SUBJECT ENTITY ASSETS, INCLUDING INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE SUBJECT ENTITY ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES ON OR OTHER MATTERS IN OR ON SUCH UNDER THE SUBJECT ENTITY ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ENTITY ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE SUBJECT ENTITY ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE SUBJECT ENTITY ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINESUBJECT ENTITY ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE CONCURRENT AGREEMENTS OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSOMNIBUS AGREEMENT, WITH RESPECT NO PARTY IS LIABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING OTHER PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE HEREIN OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ENTITY ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT EMPLOYEE OR THIRD PARTY. EXCEPT TO THE PROVISIONS EXTENT PROVIDED IN THIS AGREEMENT, THE CONCURRENT AGREEMENTS OR THE OMNIBUS AGREEMENT, EACH OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT HERETO ACKNOWLEDGES THAT TO THE SUBJECT INTEREST OR MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER ARE IN EFFECT, OR OTHERWISE, EXCEPT “AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTIS,” “WHERE IS” CONDITION WITH ALL FAULTS.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAVE NOT MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE COMPANY OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE COMPANY GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, THE ASSETS OF THE COMPANY; (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST COMPANY OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, ; (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE COMPANY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, THEREON; (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF THE COMPANY OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS); OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE COMPANY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN AGREEMENT, NONE OF THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 12.1 SHALL SURVIVE THE PURCHASE OF THE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.SECTION

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR VALERO XXXXX OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF VALERO XXXXX GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF VALERO XXXXX, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST FROM VALERO XXXXX OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE VALERO XXXXX FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OF VALERO XXXXX OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEVALERO XXXXX. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST VALERO XXXXX OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER, CONTRIBUTION OR CONVEYANCE OF THE XXXXX INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.SECTION

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINESNG ENTITIES, WHITE CLIFFS PIPELINE OR THE CIG ENTITIES AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINESNG ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE SNG ENTITIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE SNG ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE THE SNG ENTITIES OR WHITE CLIFFS PIPELINECIG ENTITIES. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE SNG ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE SNG ENTITIES, WHITE CLIFFS PIPELINE THE CIG ENTITIES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. Table of Contents

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.8 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINEGMH, WHITE CLIFFS PIPELINE GMP LLC, WATTENBERG HOLDING OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINEGMH, WHITE CLIFFS PIPELINE GMP LLC, WATTENBERG HOLDING OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE GMH, GMP LLC OR WHITE CLIFFS PIPELINE WATTENBERG HOLDING FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINEGMH, WHITE CLIFFS PIPELINE GMP LLC, WATTENBERG HOLDING OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE GMH, GMP LLC OR WHITE CLIFFS PIPELINEWATTENBERG HOLDING. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINEGMH, WHITE CLIFFS PIPELINE GMP LLC, WATTENBERG HOLDING OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINEGMH, WHITE CLIFFS PIPELINE GMP LLC, WATTENBERG HOLDING OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY AND THE ANCILLARY DOCUMENTDOCUMENTS AND THE AMENDED AND RESTATED OMNIBUS AGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY LLC INTEREST OR ENVIRONMENTAL CONDITION OF SUCH ANY ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETSOWNED BY OSAGE, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT LLC INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHE ASSETS OWNED BY OSAGE, (CIII) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE OWNED BY OSAGE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE ASSETS OWNED BY OSAGE OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEOWNED BY OSAGE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING AMENDED AND RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS OF OSAGE FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR THE AMENDED AND RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE LLC INTEREST IS TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST LLC INTEREST, THE COMPANY OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS OF OSAGE THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE AMENDED AND RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS HOU02:1274360 12 REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.12. THIS SECTION 4.12 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 4.12 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE RESTATED OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE DROP-DOWN ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE DROP-DOWN ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE DROP-DOWN ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR DROP-DOWN ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE DROP-DOWN ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE DROP-DOWN ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEDROP-DOWN ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR DROP-DOWN ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE DROP-DOWN ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE DROP-DOWN ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH TRANSFER AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR DROP-DOWN ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENT.THE OMNIBUS AGREEMENT. Hxxxx Corporation Hxxxx Energy Partners, L.P.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING HEREBY RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR CIG AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST CIG OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CIG’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CIG OR THEIR ITS OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECIG. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CIG OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.17 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE CIG OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. Table of Contents

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN ARTICLE 3 OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAND THE SELLER CLOSING CERTIFICATE, THE CONTRIBUTING PARTIES HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE PURCHASED SHARES, INCLUDING THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OR PROPERTIES OR THE BUSINESS, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TARGET COMPANIES’ ASSETS OR PROPERTIES GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR THE LIABILITIES, OPERATIONS, TITLE, CONDITION, VALUE OR QUALITY OF THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OR PROPERTIES, THE BUSINESS OR ANY OTHER MATTERS IN ON OR ON SUCH ASSETSWITH RESPECT TO THE TARGET COMPANIES’ ASSETS OR PROPERTIES, (B) THE RISKS AND OTHER INCIDENTS OF OWNERSHIP OF THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OR PROPERTIES, THE BUSINESS OR THE PROSPECTS (FINANCIAL OR OTHERWISE) OR INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST PURCHASED SHARES, THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE PROPERTIES OR THEIR ASSETS, OPERATIONS OR BUSINESSESTHE BUSINESS, (C) THE SUITABILITY OF THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH OR THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINETHE TARGET COMPANIES, WHITE CLIFFS PIPELINE THE TARGET COMPANIES’ ASSETS OR THEIR OPERATIONS WITH PROPERTIES OR THE BUSINESS WITH, ANY LAWSLAWS (INCLUDING, INCLUDING WITHOUT LIMITATION, ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TARGET COMPANIES’ ASSETS OR BUSINESSES PROPERTIES OR ANY PART THEREOF OR THE BUSINESS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF SEMCRUDE PIPELINE ANY DEFECTS THEREIN WHETHER LATENT OR WHITE CLIFFS PIPELINE. PATENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT AS AND TO THE EXTENT PROVIDED EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT AND THE SELLER CLOSING CERTIFICATE, THE PURCHASER SHALL BE DEEMED TO BE OBTAINING THE REAL PROPERTY, FIXTURES, EQUIPMENT AND OTHER PERSONAL PROPERTY OWNED, LEASED, LICENSED OR OTHERWISE USED BY THE TARGET COMPANIES IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS. EXCEPT FOR THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE TRANSACTIONS CONTEMPLATED HEREBYSELLER IN ARTICLE 3 OF THIS AGREEMENT AND THE SELLER CLOSING CERTIFICATE, NEITHER THE CONTRIBUTING PARTIES SELLER NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST SELLER, ANY TARGET COMPANY, THE TARGET COMPANIES’ ASSETS OR PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS BUSINESS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT REPRESENTATIVE OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 5.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST SELLER, THE TARGET COMPANIES, THE TARGET COMPANIES’ ASSETS OR PROPERTIES OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS BUSINESS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE SELLER IN ARTICLE 3 OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAND THE SELLER CLOSING CERTIFICATE.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE ANCILLARY CONTRIBUTING PARTIES CLOSING DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY CLOSING DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO ANY CONTRIBUTING PARTY, THE SUBJECT INTEREST TRANSFERRED BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.26 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINETHE CONTRIBUTED COMPANY, WHITE CLIFFS PIPELINE THE TRANSFERRED BUSINESS OR THEIR THE TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS HOU02:1274360 12 REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE RESTATED OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING RESTATED OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE RESTATED OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION 4.12. THIS SECTION 4.12 SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.SECTION

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (AI) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE TRANSFERRED ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE TRANSFERRED ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE TRANSFERRED ASSETS, (BII) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS, OPERATIONS OR BUSINESSES, (CIII) THE SUITABILITY OF THE TRANSFERRED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (DIV) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE TRANSFERRED ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (EV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETRANSFERRED ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE TRANSFERRED ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE TRANSFERRED ASSETS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR TRANSFERRED ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARENT PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARENT PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, ASSETS INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THEIR ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES ON OR OTHER MATTERS IN OR ON SUCH REGARDING THEIR ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR FROM THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE THEIR ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHEIR ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARENT PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARENT PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.24 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIESPARENT GROUP ENTITIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THEIR BUSINESSES OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.AGREEMENT. ARTICLE V ADDITIONAL AGREEMENTS, COVENANTS,

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE SELLER ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING SELLER PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING SELLER PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE WAMSUTTER ASSETS INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE WAMSUTTER ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH THE WAMSUTTER ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR WAMSUTTER ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE WAMSUTTER ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE WAMSUTTER ASSETS OR THEIR OPERATIONS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEWAMSUTTER ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES SELLER ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING SELLER PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST SELLER PARTIES, WAMSUTTER LLC OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR WAMSUTTER ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST SELLER PARTIES, WAMSUTTER LLC OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR WAMSUTTER ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER AND THE COMPANY IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE SELLER OR THE COMPANY HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETSTHE ASSETS OF THE COMPANY INCLUDING, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF THE COMPANY GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS ON, IN OR ON SUCH ASSETSUNDER THE ASSETS OF COMPANY, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSESASSETS OF THE COMPANY, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE THE COMPANY FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREWITH, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE THE COMPANY OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINETHE COMPANY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARTIES COMPANY, SELLER NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO SELLER, THE SUBJECT INTEREST COMPANY, THE BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTYOF THE COMPANY. THE PROVISIONS OF THIS SECTION 3.21 5.25 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SELLER, THE SUBJECT INTEREST COMPANY, THE BUSINESS OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS OF THE COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE SELLER ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING SELLER PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING SELLER PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST DISCOVERY OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR DGT AND THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR RESPECTIVE ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST DISCOVERY OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE DGT OR THEIR RESPECTIVE ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE DISCOVERY’S OR DGT’S ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE DISCOVERY OR DGT OR THEIR RESPECTIVE OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEDISCOVERY AND DGT. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES SELLER ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING SELLER PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING SELLER PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE DISCOVERY OR DGT OR THEIR RESPECTIVE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 3.20 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING SELLER PARTIES, SEMCRUDE PIPELINEDISCOVERY, WHITE CLIFFS PIPELINE OR DGT AND THEIR RESPECTIVE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AND THE PARTNERSHIP ANCILLARY DOCUMENTS, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTNERSHIP PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTNERSHIP PARTIES HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES PARTNERSHIP ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTNERSHIP PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 4.7 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS PARTNERSHIP PARTIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES SELLER IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE SELLER HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEPRESENT. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSAGREEMENT, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT SELLING PARTIES, THE COMPANY INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS COMPANY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SELLER, THE SUBJECT COMPANY INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS COMPANY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.

Waivers and Disclaimers. TRANSFEREE ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE CONTRIBUTED ASSETS, XXXXX ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT THAT TRANSFEREE HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH CONTRIBUTED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON TRANSFEREE CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN OR IN THE ALON ANCILLARY DOCUMENTS, TRANSFEREE IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE CONTRIBUTED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY TRANSFERORS OR THEIR AGENTS AND REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE CONTRIBUTED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING ALON PARTIES IN THIS AGREEMENT OR ANY AND THE ALON ANCILLARY DOCUMENTDOCUMENTS, TRANSFEREE ACKNOWLEDGES AND AGREES THAT THE CONTRIBUTING CONTRIBUTION OF THE CONTRIBUTED ASSETS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN "AS IS", "WHERE IS" CONDITION WITH ALL FAULTS AND THAT THE ALON PARTIES HAVE NOT MADE, NOR DO NOT MAKE, AND THE ALON PARTIES SPECIFICALLY NEGATE AND DISCLAIM DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE CONTRIBUTED ASSETS, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PROPERTIES INCLUDED IN THE CONTRIBUTED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR CONTRIBUTED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CONTRIBUTED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH TRANSFEREE OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH CONTRIBUTED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECONTRIBUTED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. TRANSFEREE ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSSECTION ARE CONSPICUOUS. XXXXX ENERGY PARTNERS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.L.P. CONTRIBUTION AGREEMENT

Waivers and Disclaimers. TRANSFEREE ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO INSPECT THE CONTRIBUTED ASSETS, Hxxxx Energy Partners, L.P. Contribution Agreement THAT TRANSFEREE HAS CONDUCTED ITS INDEPENDENT DUE DILIGENCE INVESTIGATION AND INSPECTION OF ALL ASPECTS OF SUCH CONTRIBUTED ASSETS AND THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT CONDITIONED ON TRANSFEREE CONDUCTING FURTHER DUE DILIGENCE. OTHER THAN AS EXPRESSLY SET OUT HEREIN OR IN THE ALON ANCILLARY DOCUMENTS, TRANSFEREE IS RELYING ON SUCH INDEPENDENT INVESTIGATION AND INSPECTION OF THE CONTRIBUTED ASSETS AND IS NOT RELYING ON ANY INFORMATION PROVIDED BY TRANSFERORS OR THEIR AGENTS AND REPRESENTATIVES IN DETERMINING WHETHER TO ACQUIRE THE CONTRIBUTED ASSETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING ALON PARTIES IN THIS AGREEMENT OR ANY AND THE ALON ANCILLARY DOCUMENTDOCUMENTS, TRANSFEREE ACKNOWLEDGES AND AGREES THAT THE CONTRIBUTING CONTRIBUTION OF THE CONTRIBUTED ASSETS AS PROVIDED FOR HEREIN SHALL BE MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND THAT THE ALON PARTIES HAVE NOT MADE, NOR DO NOT MAKE, AND THE ALON PARTIES SPECIFICALLY NEGATE AND DISCLAIM DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED EXPRESS OR STATUTORYIMPLIED, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR THE CONTRIBUTED ASSETS, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS THE PROPERTIES INCLUDED IN THE CONTRIBUTED ASSETS, GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSPROPERTIES, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY FROM THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR CONTRIBUTED ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE CONTRIBUTED ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT WHICH TRANSFEREE OR ANY OTHER PARTY MAY BE CONDUCTED USING SUCH ASSETSCONDUCT THEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE ANY SUCH CONTRIBUTED ASSET OR THEIR OPERATIONS ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINECONTRIBUTED ASSETS. EXCEPT TO THIS PARAGRAPH SHALL SURVIVE THE EXTENT PROVIDED CLOSING. TRANSFEREE ACKNOWLEDGES THAT THE WAIVERS AND DISCLAIMERS IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTSSECTION ARE CONSPICUOUS. Hxxxx Energy Partners, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.21 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT.L.P. Contribution Agreement

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HAVE NOT HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DO DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT PRESENT, REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR PARKWAY PIPELINE OR ITS ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH THE ASSETS OF PARKWAY PIPELINE GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS SUBSTANCES OR OTHER MATTERS IN OR ON SUCH ASSETSTHE ASSETS OF PARKWAY PIPELINE, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS FROM PARKWAY PIPELINE OR THEIR ITS ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PARKWAY PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETSTHEREON, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS THE ASSETS OF PARKWAY PIPELINE OR THEIR ITS OPERATIONS WITH ANY LAWS, APPLICABLE LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS) OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PARKWAY PIPELINE. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR IN THE CONTRIBUTING OMNIBUS AGREEMENT, NONE OF THE PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE CONTRIBUTING PARTIES NOR ANY OF THEIR AFFILIATES SHALL BE IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PARKWAY PIPELINE OR THEIR ITS ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION 8.1 SHALL SURVIVE THE ASSIGNMENT, TRANSFER OR CONVEYANCE OF THE PARKWAY PIPELINE INTERESTS OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 3.21 8.1 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PARKWAY PIPELINE OR THEIR ITS ASSETS THAT MAY ARISE PURSUANT TO ANY APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY ANCILLARY DOCUMENTTHE OMNIBUS AGREEMENT.

Waivers and Disclaimers. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTSAGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE CONTRIBUTING PARTIES BUYER IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT, THE CONTRIBUTING PARTIES HAVE BUYER HAS NOT MADE, DO DOES NOT MAKE, AND SPECIFICALLY NEGATE NEGATES AND DISCLAIM DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT REGARDING THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING RELATING TO (A) THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THE VALUE, NATURE, QUALITY OR CONDITION OF THEIR ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS MATERIALS OR OTHER MATTERS IN OR ON SUCH ASSETS, (B) THE INCOME OR CASH FLOW TO BE DERIVED BY THE SUBJECT INTEREST OR SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS, OPERATIONS OR BUSINESSES, (C) THE SUITABILITY OF THE ASSETS OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINE FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED USING SUCH ASSETS, (D) THE COMPLIANCE OF OR BY SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR OPERATIONS WITH ANY LAWS, INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS OR BUSINESSES OF SEMCRUDE PIPELINE OR WHITE CLIFFS PIPELINEPRESENT. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN THE CONTRIBUTING PARTIES ANCILLARY DOCUMENTS, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT, NEITHER THE CONTRIBUTING PARTIES BUYER NOR ANY OF THEIR ITS AFFILIATES SHALL BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTYBUYER. THE PROVISIONS OF THIS SECTION 3.21 3.8 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUBJECT INTEREST OR THE CONTRIBUTING PARTIES, SEMCRUDE PIPELINE, WHITE CLIFFS PIPELINE OR THEIR ASSETS BUYER THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENTAGREEMENT.