Common use of Reliance by Third Parties Clause in Contracts

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lender, purchaser of property from the Partnership or other Person, 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, 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, financing or other transaction. In no event shall any Person dealing with the General Partner 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 expediency of any act of the General Partner; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner 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 and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of anything to the contrary in this Agreement to (other than the contrarylimitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, no lender7.5 and 7.6.A), purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 salesuch dealing, financing in each case except to the extent that such action imposes, or other transactionpurports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any Any other provision of this Agreement to the contrarycontrary notwithstanding, no lender, lender or purchaser (including any purchaser of property from the Partnership Partnership) or other PersonPerson 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, and any . 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner; and every '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 and or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of according to 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of anything to the contrary in this Agreement to (other than the contrarylimitations on the General Partner's authority set forth in Sections 7.5, no lender7.6.A, purchaser of property from 7.6.D, and 7.11), any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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 useuse in any manner any and all assets of the Partnership (including, and without limitation, in connection with any such lender, purchaser 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 as to its authority provided by Section 7.1(a)(iii)) and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the Managing General Partner has full power and authority, without consent or approval of any other provision of this Agreement to the contrary, no lender, purchaser of property from the Partnership Partner or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Managing General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the Managing General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser or other Person, including any purchaser of property from the Partnership or any other PersonPerson 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 useuse 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 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 any such lender, purchaser purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any sale, financing such sale or other transactionfinancing. 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 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 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 and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of anything to the contrary in this Agreement to (other than the contrarylimitations on the General Partner’s authority set forth in Section 7.3, no lenderSection 7.5 and Section 7.6.A hereof), purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act of the General Partner; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument thing done or document executed not done by the General Partner with respect to any business or property its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (ai) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 Board of Directors, the General Partner or any such Officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Directors, the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Directors, the General Partner or any such Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the Board of Directors, the General Partner, the Officers or representatives of the General Partner; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed Partner authorized by the General Partner with respect to any business or property the 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or 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 and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person (other than the General Partner and its Affiliates) dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to any business or property of the Partnership its officers or representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Supervisors or its representatives or any such Officer (including the General Partner with respect Partner, 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 this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Supervisors or its representatives or any such Officer (including the General Partner; , acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer or attorney-in-fact in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership attorney-in-fact be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or attorney-in-fact. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Directors, the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Directors, the General Partner; Partner or any such officer or their representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the 72 Board of Directors, the General Partner with respect to any business or property of the Partnership 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lender, purchaser of property from or other Person dealing with the Partnership or other Person, 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, 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 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 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, financing or other transactionsuch arrangement. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, . The indemnification provision set forth in this Section 7.7 and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document liability provision set forth in Section 7.8 are for and on behalf the benefit of the PartnershipPartners hereto. Any standard used therein is not intended to apply to any matter other than those two Sections; such standards shall specifically not apply to transactions between the Partnership and third parties.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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 salesuch dealing; provided that this sentence does not modify and is not a waiver or limitation of the authority, financing powers, rights or other transactionremedies, 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 dealing with the Managing General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the Managing General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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 and any officer of Shamrock GP authorized by Shamrock GP to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to any business (or property of the Partnership its general partner, if applicable) or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Supervisors or its representatives or any such Officer (including the General Partner with respect Partner, 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 this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Supervisors or its representatives or any such Officer (including the General Partner; , acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractOASIS MIDSTREAM PARTNERS LP Second Amended and Restated Agreement of Limited Partnership certificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contraryAgreement, no lenderpurchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, and any . 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 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 Except for any fraudulent or illegal conduct on the part of any lender, purchaser or other person, the Limited Partner and Assignee 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 sale, financing such sale or other transactionfinancing. In no event shall any Person dealing with the General Partner or its representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement hereof have been complied with, or to inquire into the necessity or expediency expedience of any act or action of the General Partner; and every Partner or its representative. Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner or 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 and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, Partnership and (c) the General Partner or its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Supervisors or its representatives or any such Officer (including the General Partner with respect Partner, 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 this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Supervisors or itsrepresentatives or any such Officer (including the General Partner; , acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any Any other provision of this Agreement to the contrarycontrary notwithstanding, no lender, lender or purchaser including any purchaser of property from the Partnership or any other PersonPerson 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, 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 or other transactions 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 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, financing or other transaction. 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. ‌ Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any Any other provision of this Agreement to the contrarycontrary notwithstanding, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 or other transactions 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 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, financing or other transaction. 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 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 and and/or delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 Managing General Partner or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the Managing General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Managing General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Managing General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property Property from the Partnership or any other PersonPerson 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, 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 or other transactions 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 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, financing or other transaction. In no event shall any Person dealing with the General Partner or the General Partner's representatives with respect to any business or property Property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire enquire into the necessity or expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was or the General Partner's representatives were duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer or attorney-in-fact in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership attorney-in-fact be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or attorney-in-fact. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such 55 certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or SUNCOKE ENERGY PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to any business or property of the Partnership and such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or and such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision provisions of this Agreement to the contrary, no lender, purchaser of property from or other Person dealing with the Partnership or other Person, 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, 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 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 and Assignee (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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Supervisors or its representatives or any such Officer (including the General Partner with respect Partner, 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 this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Supervisors or its representatives or any such Officer (including the General Partner; , acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1 (a)) or shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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 and the Special General Partner each have full power and authority to encumber, sell or otherwise useuse in any manner any and all assets of the Partnership (including, and without limitation, in connection with any such lender, purchaser 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 as to its authority provided by Section 7.1.1(c))and to enter into any contracts on behalf of the Partnership, and such financing or sale arrangements or other transactions and Person shall be entitled to deal with the General Partner or the Special General Partner as if it were the Partnership's sole party in interest thereininterest, both legally and beneficially. Each Limited Partner and Assignee 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 or the Special General Partner in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner, the Special General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; , the Special General Partner or their representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner, the Special General Partner with respect to any business or property of the Partnership their representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, . Nothing in this Section 7.10 limits the General Partner's liability to the Partnership and (c) the Limited Partners and the Assignees for actions taken by the General Partner was duly 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. Notwithstanding any other provision provisions of this Agreement to the contrary, no lender, purchaser of property from or other Person dealing with the Partnership or other Person, 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, 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 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 Assignee 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.and

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII

Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the REIT General Partner and the Fortis General Partner have full power and authority, without the consent or approval of any other provision of this Agreement to the contrary, no lender, purchaser of property from the Partnership Partner or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 Partners in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to any business Partners or property of the Partnership their representatives be obligated to ascertain that the terms of this Agreement have been complied with, with or to inquire into the necessity or expediency of any act or action of the General Partner; Partners or their representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner 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 thereof of such certificate, document or 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 and delivered in accordance with the terms and provisions of this Agreement and is binding upon the 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 was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf under the terms of the Partnershipthis Agreement.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 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 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.and

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf . Table of the Partnership.Contents ARTICLE VIII

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. Plains All American Pipeline, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.L.P.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. BP MIDSTREAM PARTNERS LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of anything to the contrary in this Agreement to (other than the contrarylimitations on the General Partner’s and General Partner Entity’s authority set forth in Sections 7.3, no lender7.5 and 7.6.A), purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 salesuch dealing, financing in each case except to the extent that such action imposes, or other transactionpurports to impose, liability on the Limited Partner. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (cii) the General Partner Person executing and delivering such certificate, document or instrument was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.to

Reliance by Third Parties. Notwithstanding any Any other provision of this Agreement to the contrarycontrary notwithstanding, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 or other transactions 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 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, financing or other transaction. 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 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 and and/or delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 there under that (a) at the time of the execution and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. WESTLAKE CHEMICAL PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 76 obligated to ascertain that the terms of this Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions and Person shall be entitled to deal with the General Partner or any such officer as if it were the 77 Partnership’s sole party in interest thereininterest, 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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 useuse in any manner any and all assets of the Partnership (including, and without limitation, in connection with any such lender, purchaser 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to any business or property of the Partnership its representatives 77 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any -41- 47 Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership its representatives be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. Plains All American Pipeline, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.L.P. ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any party dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person party dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or 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 and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with NY\6167084.9 or to inquire into the necessity or expediency of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. ARTICLE VIII BOOKS, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, shall be required entitled to verify assume that any representation by the General Partner as and any officer of a General Partner authorized by such 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions and Person shall be entitled to deal with the a 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 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 a General Partner or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the a General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the a General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by a General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision provisions of this Agreement to the contrary, no lender, purchaser of property from or other Person dealing with the Partnership or other Person, 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, 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 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 Assignee 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson dealing with the Partnership, shall be required 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 or otherwise use, and any such lender, lender or purchaser or other Person shall be entitled to rely exclusively on the representations of the Managing 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 Managing General Partner as if it were the sole party in interest therein, both legally and beneficially. Each Limited Partner and each Assignee hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person to contest, negate or disaffirm any action of the Managing General Partner on behalf of the Partnership in connection with any sale, financing or other transactionaction. In no event shall any Person dealing with the Managing General Partner or its 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 expediency of any act of the Managing General PartnerPartner or its representative; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Managing General Partner or its representative on behalf of the Partnership 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 and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the Managing General Partner or its representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the Board of Supervisors or its representatives or any such Officer (including the General Partner with respect Partner, 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 this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the Board of Supervisors or its representatives or any such Officer (including the General Partner; , acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)). Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed by the General Partner with respect to any business or property on behalf of the Partnership by the Board of Supervisors or its representatives or any such Officer (including the General Partner, acting pursuant to the direction of the Board of Supervisors in accordance with Section 7.1(a)) shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect; (ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and (biii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, . Nothing in this Section 7.10 limits the General Partner's liability to the Partnership and (c) the Limited Partners for actions taken by the General Partner was duly 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate. document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser or other Person, including any purchaser of property from the Partnership or any other PersonPerson 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 useuse 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 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 any such lender, purchaser purchaser, or other Person to contest, negate negate, or disaffirm any action of the General Partner in connection with any sale, financing such sale or other transactionfinancing. 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 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 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 and delivery thereof this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (ba) 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 (a) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 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 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner’s representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner’s representative was duly authorized and empowered to 24 execute and deliver any and every such instrument or document for and on behalf of the Partnership. 6.10.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or 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 and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) . This Section 8.9 shall not negate or diminish the obligations of the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf the Partners contained in other Sections of the Partnershipthis Agreement.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership. NYC:103990_15.DOC Article VIII BOOKS, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.RECORDS, ACCOUNTING AND REPORTS

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.. ARTICLE VIII

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer or attorney-in-fact in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or any business such officer or property of the Partnership attorney-in-fact be obligated to ascertain that the terms of this the Agreement have been complied with, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or attorney-in-fact. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 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, financing or other transaction. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in 77 US-DOCS\98994761.5 connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner with respect to or 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of anything to the contrary in this Agreement to (other than the contrarylimitations on the General Partner's authority set forth in Sections 7.5, no lender7.6.A, purchaser of property from 7.6.D, and 7.11), any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (bii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (iii) such certificate, document or instrument or document was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderlender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson 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, 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 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, financing sale or other transactionfinancing. 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 expediency expedience of any act or action of the General Partner or the General Partner's representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person (other than the General Partner and its Affiliates) dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 and Assignee 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, financing or other transactionsuch dealing. In no event shall any Person (other than the General Partner and its Affiliates) dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the 77 Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lenderthird-party lender or purchaser, including any purchaser of property from the Partnership or any other PersonPerson dealing with the Partnership (a "Third Party"), 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, 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 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 any assignee thereof hereby waives any and all defenses or other remedies that may be available against such lender, purchaser or other Person any Third Party dealing with the Partnership to contest, negate or disaffirm any action of the General Partner in connection with any sale, financing sale or other transactionfinancing. 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 expediency of any act or action of the General Partner or the General Partner's representative; 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 and and/or delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner or the General Partner's representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. ‌ Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 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 or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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, Assignee and Assignee 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 to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any sale, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, no lender, purchaser of property from or other Person dealing with the Partnership or other Person, 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, 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 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 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, financing or other transactionsuch arrangement. 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 expediency of any act or action of the General Partner or the General Partner's representative; and every contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the General Partner 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 and delivery thereof thereof, this Agreement was in full force and effect, (bii) such instrument or document was duly executed 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. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, 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 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

Reliance by Third Parties. Notwithstanding any other provision of this Agreement anything to the contrarycontrary in this Agreement, no lender, purchaser of property from any Person dealing with the Partnership or other Person, 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, use in any manner any and any such lender, purchaser or other Person shall be entitled to rely exclusively on the representations 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 or other transactions 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 Assignee 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, financing or other transactionsuch dealing. In no event shall any Person dealing with the General Partner with respect to or 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, with or to inquire into the necessity or expediency expedience of any act or action of the General Partner; Partner or any such officer or its representatives. Each and every contractcertificate, agreement, deed, mortgage, security agreement, promissory note document or other instrument or document executed on behalf of the Partnership by the General Partner 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 thereof of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or document instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (c) the General Partner was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.