Common use of Reliance by Third Parties Clause in Contracts

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, shall be required to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (including any lender, purchaser of property from the Partnership) Partnership or other Person dealing with the PartnershipPerson, shall be required to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements or other transactions and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner and Assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale sale, financing or financingother transaction. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

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

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all Assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, including contracts related to the incurrence or guarantee of indebtedness, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. . (b) Each Limited Partner and the Special Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. such dealing. (c) In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every contractits representatives. (d) Each and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. . (b) Each Limited Partner and the Special Limited Partner hereby waives waive any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. such dealing. (c) In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every contractits representatives. (d) Each and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement (other than the limitations on the General Partner's authority set forth in Sections 7.5, no lender or purchaser (including 7.6.A, 7.6.D, and 7.11), any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE 8

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each of the Limited Partner Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement (other than the limitations on the General Partner’s authority set forth in Section 7.3, no lender or purchaser (including Section 7.5 and Section 7.6.A hereof), any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby expressly waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner thing done or the General Partner's representative. Every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed not done by the General Partner or the General Partner's representative with respect to any business its representatives. Each and every certificate, document or property other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each of the Limited Partner Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser any Person (including any purchaser of property from other than the PartnershipGeneral Partner and its Affiliates) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer or representative of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer or representative as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person (other than the General Partner and its Affiliates) dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business its officers or property of the Partnership representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Board of Directors, the General Partner as and any Officer authorized by the Board of Directors to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Directors, the General Partner or any such Officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Directors, the General Partner or any such Officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Board of Directors, the General Partner or the General Partner's representative with respect to any business such Officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors, the General Partner or any such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner's representative. Every contract, agreement, deed, mortgage, security agreement, promissory note the Officers or other instrument or document executed representatives of the General Partner authorized by the General Partner or the General Partner's representative with respect to any business or property Board of the Partnership Directors shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a1) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b2) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (3) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (or other Person, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled its authority to encumber, sell sell, or otherwise use. Any use any assets or properties of the Partnership, and any such lender, purchaser purchaser, or other Person shall be entitled to rely exclusively on the such representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against any such lender, purchaser purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any such sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, and each such Person shall be entitled to rely on the assumptions that the Partnership has been duly formed and is validly in existence and that the Commencement Date has occurred. In no event shall any such Person be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note note, or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each . (b) The Special Limited Partner and each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. such dealing. (c) In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every contractits representatives. (d) Each and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each . (b) The Associate General Partner and each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. such dealing. (c) In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every contractits representatives. (d) Each and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Managing General Partner as to the extent has full power and authority, without consent or approval of the interest in the assets of the Partnership that the General any other Partner is entitled or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Managing General Partner as if it the Managing General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Managing General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Managing General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the Managing General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Board of Directors, the General Partner as and any officer authorized by the Board of Directors or General Partner to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Directors, the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Board of Directors, the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every contractBoard of Directors, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business such officer or property their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner or their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each To the fullest extent permitted by applicable law, each Limited Partner hereby waives any and all claims, defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, ; (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. The indemnification provision set forth in this Section 7.7 and the liability provision set forth in Section 7.8 are for the benefit of the Partners hereto. Any standard used therein is not intended to apply to any matter other than those two Sections; such standards shall specifically not apply to transactions between the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnershipthird parties.

Reliance by Third Parties. Any Notwithstanding any other provision provisions of this Agreement to the contrary notwithstandingcontrary, no lender or lender, purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership Assets that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if it the General Partner were the sole party in interest therein, both legally and beneficially. Each Limited To the fullest extent permitted by law, each Partner (other than the General Partner) hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that (i) the General Partner and (ii) any representation officer or attorney-in-fact of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer or attorney-in-fact in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or attorney-in-fact be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or attorney-in-fact. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingAgreement, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell sell, or otherwise use. Any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Except for any fraudulent or illegal conduct on the part of any lender, purchaser or other person, the Limited Partner and any assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any such sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's its representative with respect to any business or property of the Partnership be obligated to ascertain that the terms hereof have been complied with, or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's its representative. Every Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's its representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Board of Supervisors and any representation by the General Partner as to the extent of the interest in the assets Officer of the Partnership that authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner is entitled Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Board of Supervisors or itsrepresentatives or any such Officer (including the General Partner's representative, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Partnership Policy Committee and any representation by the General Partner as to the extent of the interest in the assets officer of the Partnership that authorized by the General Partner is entitled Partnership Policy Committee to act on behalf and in the name of the Partnership has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner Partnership Policy Committee or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner Partnership Policy Committee or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Partnership Policy Committee or the General Partner's representative with respect to any business or property of the Partnership such officer be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Partnership Policy Committee or the General Partner's representativeany such officer. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property on behalf of the Partnership by the Partnership Policy Committee or any such officer shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business and such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeand such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or lender, purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership Assets that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if it the General Partner were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch arrangement. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (ciii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that (i) the General Partner and (ii) any representation officer or attorney-in-fact of the General Partner authorized by the General Partner as to act on behalf of and in the extent name of the interest in the assets of the Partnership that the General Partner is entitled Partnership, has fill power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer or attorney-in-fact in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or attorney-in-fact be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or attorney-in-fact. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner (and its general partner, if applicable) and any representation officer of the General Partner (or its general partner, if applicable) authorized by the General Partner as (or its general partner, if applicable) to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner (or the General Partner's representative with respect to any business its general partner, if applicable) or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (purchaser, including any purchaser of property Property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets Property of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were was the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's representative representatives with respect to any business or property Property of the Partnership be obligated to inquire ascertain that the terms of this Agreement have been complied with, or be obligated to enquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative representatives with respect to any business or property Property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (c) the General Partner or the General Partner's representative was representatives were duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner Record Holder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (c) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to --------------------------- the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate engage or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that: (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each . (b) The Special General Partner and each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. such dealing. (c) In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every contractits representatives. (d) Each and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Managing General Partner and any representation officer of the Managing General Partner authorized by the Managing General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Managing General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against to such lender, purchaser or other Person Partner to contest, negate or disaffirm any action of the Managing General Partner or any such officer in connection with any sale such dealing; provided that this sentence does not modify and is not a waiver or financinglimitation of the authority, powers, rights or remedies, or the limitations on the authority, powers, or rights, as between the General Partners as specified in Section 7.1 and Section 7.3 of this Agreement. In no event shall any person Person dealing with the Managing General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the Managing General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Board of Supervisors and any representation by the General Partner as to the extent of the interest in the assets Officer of the Partnership that authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner is entitled Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Board of Supervisors and any representation by the General Partner as to the extent of the interest in the assets Officer of the Partnership that authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner is entitled Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives waives, to the maximum extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that (i) the General Partner and (ii) any representation officer or attorney-in-fact of the General Partner authorized by the General Partner as to act on behalf of and in the extent name of the interest in the assets of the Partnership that the General Partner is entitled Partnership, has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer or attorney-in-fact in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or attorney-in-fact be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or attorney-in-fact. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Board of Directors, the General Partner as and any officer authorized by the Board of Directors or General Partner to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Directors, the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Board of Directors, the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every contractBoard of Directors, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business such officer or property their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the 72 Board of Directors, the General Partner or their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations representation of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and/or delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Board of Supervisors and any representation by the General Partner as to the extent of the interest in the assets Officer of the Partnership that authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner is entitled Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives waives, to the maximum extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement ‌ Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all Assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, including contracts related to the incurrence or guarantee of indebtedness, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership unless and until such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of notified in writing that the General Partner as to its does not have such authority to enter into under the Agreement, and, unless and until such financing or sale arrangements and Person shall have been so notified, such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingaction taken by such Person prior to the receipt by such Person of written notice that the General Partner did not have the requisite authority to authorize such action. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder thereunder, unless and until such Person shall be notified otherwise in writing, that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations representation of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the REIT General Partner as to and the extent of the interest in the assets of the Partnership that the Fortis General Partner is entitled have full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner Partners as if it they were the Partnership's sole party parties in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner Partners in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Partners or the General Partner's representative with respect to any business or property of the Partnership their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner Partners or the General Partner's representativetheir representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property on behalf of the Partnership the General Partners or their representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (a1) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b2) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (3) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership; provided that the foregoing shall not serve as an expansion or modification to the authority and (c) the limitations on authority of a General Partner or under the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf terms of the Partnershipthis Agreement.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or Partnership. Nothing in this Section 7.10 limits the General Partner's representative was duly liability to the Partnership and the Limited Partners and the Assignees for actions taken by the General Partner that are not authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnershipunder this Agreement.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership unless and until such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of notified in writing that the General Partner as to its does not have such authority to enter into under the Agreement, and, unless and until such financing or sale arrangements and Person shall have been so notified, such Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingaction taken by such Person prior to the receipt by such Person of written notice that the General Partner did not have the requisite authority to authorize such action. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder thereunder, unless and until such Person shall be notified otherwise in writing, that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership. Treatment of and (c) the General Partner or the Limitation on Payments to General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision provisions of this Agreement to the contrary notwithstandingcontrary, no lender or lender, purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership Assets that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if it the General Partner were the sole party in interest therein, both legally and beneficially. Each Limited To the fullest extent permitted by law, each Partner (other than the General Partner) and Unitholder hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership., and

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such lender, purchaser Person or other Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate. document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (or other Person, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled its authority to encumber, sell sell, or otherwise use. Any use any assets or properties of the Partnership, and any such lender, purchaser purchaser, or other Person shall be entitled to rely exclusively on the such representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against any such lender, purchaser purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any such sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, and each such Person shall be entitled to rely on the assumptions that the Partnership has been duly formed and is validly in distance and that the Commencement Date has occurred. In no event shall any such Person be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note note, or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, . sell or otherwise use. Any and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner on behalf of the Partnership or a Partnership purpose as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's ’s representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (c) the General Partner or the General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. Plains All American Pipeline, L.P. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person party dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or party, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and party shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person party to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person party dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person party relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the party executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or -14- C/M: 11764.0004 397409.3 instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner, or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other LA\4346025.6 Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the Managing General Partner as to the extent of the interest in the assets of the Partnership that the Managing General Partner is entitled to encumber, sell sell, or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations representation of the Managing General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the Managing General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the Managing General Partner on behalf of the Partnership as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the Managing General Partner or the Managing General Partner's ’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the Managing General Partner or the Managing General Partner's ’s representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note note, or other instrument or document executed by the Managing General Partner or the Managing General Partner's ’s representative with respect to any the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and/or delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (ciii) the Managing General Partner or the Managing General Partner's ’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or lender, purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership Assets that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner Partner, without the joinder of any other Person, as if it the General Partner were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch arrangement. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner partner or the General Partnerpartner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution or and delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (ciii) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such lender, purchaser or other Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Board of Directors, the General Partner as and any officer authorized by the Board of Directors or General Partner to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Directors, the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Directors, the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Board of Directors, the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every contractBoard of Directors, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the General Partner's representative with respect to any business such officer or property their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner or their officers or representatives shall be conclusive evidence in favor of any and every Person Person’s relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. 810649.05-WILSR01A - MSW

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. 29 <PAGE> Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lenderuse in any manner any and all assets of the Partnership (including, purchaser without limitation, in connection with any pledge of Partnership assets to secure a loan or other Person shall be entitled financing to rely exclusively on the representations of the General Partner or ATLANTIC as to its authority provided by Section 7.1(a)(3) and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person -41- 47 Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each To the fullest extent permitted by law, each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and Table of Contents every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person (unless set forth herein), to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the AmericasActive:14016784.12 General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person - 42 - 49 Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such lender, purchaser or other Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 76 obligated to ascertain that the General Partner's representative terms of this Agreement have been complied with respect to any business or property of the Partnership be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the Partnership authorized by the General Partner as to the extent of the interest act on behalf and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in US-DOCS\98994761.5 connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership such officer shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each To the fullest extent permitted by law, each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with NY\6167084.9 or to inquire into the necessity or expedience expediency of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each The Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf Partnership. Table of the Partnership.Contents ARTICLE VIII

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that (i) the General Partner and (ii) any representation officer or attorney-in-fact of the General Partner authorized by the General Partner as to act on behalf of and in the extent name of the interest in the assets of the Partnership that the General Partner is entitled Partnership, has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer or attorney-in-fact as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer or attorney-in-fact in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or attorney-in-fact be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or attorney-in-fact. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership attorney-in-fact shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner Partner, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against to such lender, purchaser Person or other Person Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner (and its general partner, if applicable) and any representation officer of the General Partner (or its general partner, if applicable) authorized by the General Partner as (or its general partner, if applicable) to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner (or the General Partner's representative with respect to any business its general partner, if applicable) or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the Board of Supervisors and any representation by the General Partner as to the extent of the interest in the assets Officer of the Partnership that authorized by the Board of Supervisors to act on behalf of and in the name of the Partnership (including the General Partner is entitled Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the maximum extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Board of Supervisors or any such Officer (including the General Partner Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner Board of Supervisors or its representatives or any such Officer (including the General Partner's representative with respect , acting pursuant to any business or property the direction of the Partnership Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement (other than the limitations on the General Partner's authority set forth in Sections 7.5, no lender or purchaser (including 7.6.A, 7.6.D, and 7.11), any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership, to enter into any contracts on behalf of the Partnership and to take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it the General Partner were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in 43 connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by assume that the Managing General Partner as to has full power and authority, without the extent consent or approval of the interest in the assets of the Partnership that the General Partner is entitled any other Partner, or Person, to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the Managing General Partner as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Managing General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the Managing General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience expediency of any act or action of the Managing General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the Managing General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming in good faith thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeSUNCOKE ENERGY PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 71 any such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership assume that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. . (b) Each Limited Partner hereby waives any and all defenses or other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and Partnership. (c) Nothing herein contained shall impose any obligation on any Person or firm doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any contract, lease, mortgage, deed or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such other instrument or document for and on behalf of the Partnership, and any such third Person shall be fully protected in relying upon such authority.

Reliance by Third Parties. Any Notwithstanding any other provision of this Agreement to the contrary notwithstandingcontrary, no lender or purchaser (purchaser, including any purchaser of property from the Partnership) Partnership or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled to encumber, sell or otherwise use. Any , and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner in connection with any sale or financing. In no event shall any person Person dealing with the General Partner or the General Partner's representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representative. Every ; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or the 38 General Partner's representative with respect to any business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution or and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed according to in accordance with the terms and provisions of this Agreement and is binding upon the Partnership Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Any other provision of this Agreement (a) Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that any representation by the General Partner as to the extent of the interest in the assets of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the such General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited other Partner hereby waives any and all defenses or and other remedies that which may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the such General Partner in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the a General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the such General Partner or the General Partner's representativeits representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the a General Partner or the General Partner's representative with respect to any business or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. (b) Notwithstanding Section 7.4(a), the Advising General Partner, acting on its own and not in conjunction with the Managing General Partner, may only act on behalf of the Partnership and (c) pursuant to or in furtherance of authorization provided by the Management Committee and/or the Board of Directors of the Managing General Partner, as the case may be. In the event that the Managing General Partner determines that the Advising General Partner has acted on behalf of the Partnership in any way in a manner inconsistent with any such authorization or in the absence of such authorization, the Managing General Partner may terminate the Advising General Partner's representative was duly authorized and empowered authority to execute and deliver any and every such instrument or document for and act on behalf of the Partnership, at which time third parties shall no longer be entitled to assume that the Advising General Partner has such authority pursuant to Section 7.4(a).

Reliance by Third Parties. Any other provision of this Agreement Notwithstanding anything to the contrary notwithstandingin this Agreement, no lender or purchaser (including any purchaser of property from the Partnership) or other Person dealing with the Partnership, Partnership shall be required entitled to verify assume that the General Partner and any representation officer of the General Partner authorized by the General Partner as to the extent act on behalf of the interest and in the assets name of the Partnership that the General Partner is entitled has full power and authority to encumber, sell or otherwise use. Any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations use in any manner any and all assets of the General Partner as to its authority Partnership and to enter into any authorized contracts on behalf of the Partnership, and such financing or sale arrangements and Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the General Partner or C:\My Documents\Mlpagt.wpd EXECUTION COPY 39 any such officer in connection with any sale or financingsuch dealing. In no event shall any person Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the General Partner's representative with respect to any business or property terms of the Partnership be obligated Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or the General Partner's representativeany such officer or its representatives. Every contractEach and every certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner or the General Partner's representative with respect to any business such officer or property of the Partnership its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery of such certificate, document or delivery thereof instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed according to and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.