Common use of Disclaimer of Representations and Warranties Clause in Contracts

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group Affiliates.

Disclaimer of Representations and Warranties. EACH LICENSOR GECC (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE GE GROUP) AND LICENSEE THE COMPANY (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE COMPANY GROUP) UNDERSTANDS EACH UNDERSTAND AND AGREES AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY TRANSACTION DOCUMENT OR IN ANY CORPORATE REORGANIZATION AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT, ANY CORPORATE REORGANIZATION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT, ANY CORPORATE REORGANIZATION AGREEMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO OR HAS MADE ANY OTHER PARTY REPRESENTATION OR WARRANTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OF OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS ASSETS, BUSINESSES OR LIABILITIES OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIEDASSET, INCLUDING ANY WARRANTY ACCOUNTS RECEIVABLE, OF QUALITY, MERCHANTABILITYANY PARTY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY TRANSACTION DOCUMENT OR ANY CORPORATE REORGANIZATION AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED OR HAVE BEEN TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. (1) EACH LICENSOR OF AFC GAMMA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS CONTROLLED GROUP AFFILIATES) THE AFC GAMMA GROUP), AND LICENSEE SUNS (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE SUNS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR OTHERWISEDOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS: (X) IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS CONSENTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY GOVERNMENTAL APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING ACTION OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIEDASSET, INCLUDING ANY WARRANTY ACCOUNTS RECEIVABLE, OF QUALITY, MERCHANTABILITYANY PARTY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ALL ECONOMIC AND LEGAL RISKS RELATED THERETOTHAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED. (2) Each Licensor of AFC Gamma (on behalf of itself and each member of its controlled group Affiliatesthe AFC Gamma Group) and Licensee SUNS (on behalf of itself and each member of its controlled group Affiliatesthe SUNS Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 Section 2.12(1) is held unenforceable or is unavailable for any reason under the laws Laws of any jurisdiction outside the United States or if, under the laws Laws of a jurisdiction outside the United States, both parties (AFC Gamma or any member of their respective controlled group Affiliates) the AFC Gamma Group, on the one hand, and SUNS or any member of the SUNS Group, on the other hand, are jointly or severally liable for any liability with respect theretoAFC Gamma Liability or any SUNS Liability, then respectively, then, the parties Parties intend that, notwithstanding any provision to the contrary under the laws Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the parties hereto Parties and their respective controlled group AffiliatesSubsidiaries. (3) AFC Gamma hereby waives compliance by itself and each and every member of the AFC Gamma Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the AFC Gamma Assets to AFC Gamma or any member of the AFC Gamma Group. (4) SUNS hereby waives compliance by itself and each and every member of the SUNS Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the SUNS Assets to SUNS or any member of the SUNS Group.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF Except as otherwise set forth herein, including but not limited to the warranties set forth in Section 1.6, THE ASSETS ARE SOLD "AS IS," "WHERE IS" AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY "WITH ALL FAULTS AS TO (I) THE RIGHTS ALL MATTERS," AND SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFWARRANTY, OR ANY OTHER MATTER CONCERNINGEXPRESS, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF AT COMMON LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORALSTATUTE, OR OTHERWISE RELATING TO (a) THE CONDITIONS OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR USE PURPOSE, OR PURPOSE OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), (b) ANY WARRANTY AS INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, (c) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER (INCLUDING WITHOUT LIMITATION, IN RESPECT OF GEOLOGICAL AND ENGINEERING DATA, THE EXISTENCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER CLOSING), (d) THE ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS AND ANY POTENTIAL LIABILITY ARISING FROM OR RELATED TO THE VALIDITY ASSETS, AND (e) THE FAILURE OF ANY PATENTS COMPUTER, ELECTRONICS, SOFTWARE, OR THE NON-INFRINGEMENT COMPONENTS TO BE FREE OF ANY PATENTSBUGS OR ERRORS, TRADEMARKSINCLUDING, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENTBUT NOT LIMITED TO, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND ANY DEFICIENCIES RELATING TO THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or ifINABILITY TO PROPERLY FUNCTION BEYOND DECEMBER 31, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group Affiliates1999.

Disclaimer of Representations and Warranties. EACH LICENSOR OF CCU (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE CCU GROUP) AND LICENSEE OUTDOOR (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE OUTDOOR GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER ANY PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR OF HELIX (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE HELIX GROUP) AND LICENSEE CAL DIVE (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE CAL DIVE GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER ANY PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF TWE, TWIC, HOLDCO, THE COMPANY OR THE AOLTW BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THE TRANSACTION AGREEMENTS SHALL BE TRANSFERRED OR ASSUMED ON AN “"AS IS, WHERE IS BASIS,” “WHERE IS” BASIS " AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF THE RESPECTIVE LICENSEES PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE TRANSACTIONS OR THE ENTERING INTO OF THE TRANSACTION AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE AT&T PARTIES ARE NOT DISCLAIMING ANY RIGHTS IT MAY HAVE IN ITS CAPACITY AS A SHAREHOLDER OF AOLTW COMMON STOCK, TO THE SAME EXTENT AS IF THE SHARES RECEIVED HEREUNDER WERE INSTEAD PURCHASED ON THE OPEN MARKET, UNDER APPLICABLE SECURITIES LAWS, INCLUDING SECTION 10(b) OF THE 1934 ACT AND RULE 10b-5 PROMULGATED THEREUNDER DURING THE PERIOD BEGINNING ON THE CLOSING AND ENDING ON THE 90TH DAY FOLLOWING THE CONTINUED EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT CONTEMPLATED BY THE AOLTW REGISTRATION RIGHTS AGREEMENT AND AOLTW EXPRESSLY ACKNOWLEDGES THAT THE AT&T PARTIES SHALL BEAR BE ENTITLED TO ANY RIGHTS AND REMEDIES PROVIDED BY SUCH SECTION 10(b) OF THE ECONOMIC 1934 ACT AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesSUCH RULE AS IF THE AT&T PARTIES HAD SO PURCHASED SUCH SHARES ON THE OPEN MARKET PROVIDED THAT THE AT&T PARTIES ASSERT SUCH RIGHT OR REMEDY ON OR BEFORE SUCH 90TH DAY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH RIGHTS PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. SELLER: P▇▇▇▇ PETROLEUM CORP. an Oklahoma corporation By: /s/ G▇▇▇ ▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇, President SHAREHOLDER: /s/ G▇▇▇ ▇▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇ BUYER: RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager M▇▇▇▇▇▇▇ County Pittsburg County H▇▇▇▇▇▇ County 1. All of Assignor’s right, title and interest in and to the oil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the “Leases”), the royalties, overriding royalties, net profits interests, production payments and other interests, if any, owned by Assignor burdening the Leases, and any and all right, title and interest in and to the oil, gas and all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith; 2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time; 3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time; 4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts; 5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto; 6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and 7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever, and Assignor agrees that the Assets are sold “as is, where is”. This Assignment is made and accepted expressly subject to the following terms and conditions: A. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (i) MERCHANTABILITY OR CONDITION, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (v) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING LICENSED ON AN EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO ASSIGNEE “AS IS,” “WHERE IS,” BASIS WITH ALL FAULTS, AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC IN THEIR PRESENT CONDITION AND LEGAL RISKS RELATED THERETOSTATE OF REPAIR. B. To the extent permitted by law, Assignee shall be subrogated to Assignor’s rights in and to representations, warranties and covenants given by others with respect to the Assets. Each Licensor Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce such covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets, but only to the extent not enforced by Assignor. C. Assignee assumes and agrees to pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, relating to periods on and after the Effective Time, including, without limitation, environmental obligations and liabilities, the obligation to plug and abandon all W▇▇▇▇ and reclaim all Well sites, and all obligations arising under all agreements covering or relating to the Assets, subject to Assignee’s rights and obligations, including without limitation, Assignee’s indemnity obligations, under the Asset Purchase Agreement dated October 1, 2007 between Assignor and Assignee (the “Purchase Agreement”) and other documents executed in connection therewith. D. The references herein to liens, encumbrances, burdens, defects and other matters shall not be deemed to ratify or create any rights in third parties or merge with, modify or limit the rights of Assignor or Assignee, as between themselves, as set forth in the Purchase Agreement or other documents executed in connection therewith. E. Unless provided otherwise, all recording references in the Exhibits hereto are to the official real property records of the county or parish in which the Assets are located. F. Separate governmental form assignments of the Assets may be executed on officially approved forms by Assignor to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, warranties, rights, titles, power and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to, the interest in the Assets conveyed herein. G. This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns. H. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute but one instrument. I. This assignment is subject in all respects to the terms and conditions of the Purchase Agreement, including, but not limited to, the assumptions and indemnifications contained in the Purchase Agreement. EXECUTED on the dates contained in the acknowledgment of this instrument, to be effective for all purposes as of the Effective Time. STATE OF OKLAHOMA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ____________ day of ____________, 2007 by ____________, ____________ of ____________, a ____________, on behalf of itself and each said ____________. Notary Public, State of its controlled group AffiliatesOklahoma STATE OF ) and Licensee () ss. COUNTY OF ) The foregoing instrument was acknowledged before me this ____________ day of ____________, 2007 by ____________, ____________ of ____________ , a ____________, on behalf of itself and each said ____________. Notary Public, State of its controlled group Affiliates) further understands and agrees Oklahoma Section 1445 of the Internal Revenue Code provides that a buyer of a United States real property interest must withhold tax if the disclaimer seller is a foreign person. To inform Rio Vista Energy Partners (the “Buyer”) that withholding of express or implied representations and warranties contained in this Article 12 tax is held unenforceable or is unavailable for any reason under not required upon the laws disposition of any jurisdiction outside the a United States or if, under real property interest owned by ____________ (the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions“Seller”), the provisions undersigned hereby certifies the following on behalf of this Agreement Seller: 1. Seller is not a non-resident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (including as those terms are defined in the disclaimer Internal Revenue Code and Income Tax Regulations); 2. The United States employer/taxpayer identification number of all representations and warranties) shall prevail Seller is ____________; and 3. The address for any and all purposes among the parties hereto and their respective controlled group Affiliates.Seller is as follows:

Disclaimer of Representations and Warranties. EACH LICENSOR OF CCU (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE CCU GROUP) AND LICENSEE ENTERTAINMENT (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE ENTERTAINMENT GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER ANY PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR MGM (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE THE MGM GROUP), MGP (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE MGP GROUP) UNDERSTANDS AND AGREES THE OP UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO OR HAS MADE ANY OTHER PARTY REPRESENTATION OR WARRANTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OF OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS ASSETS, BUSINESSES OR LIABILITIES OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIEDASSET, INCLUDING ANY WARRANTY ACCOUNTS RECEIVABLE, OF QUALITY, MERCHANTABILITYANY PARTY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED OR HAVE BEEN TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF a) Except as otherwise set forth in Sections 1.4 and 6.2; THE ASSETS ARE SOLD "AS IS," "WHERE IS" AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY "WITH ALL FAULTS AS TO (I) THE RIGHTS ALL MATTERS," AND SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFWARRANTY, OR ANY OTHER MATTER CONCERNINGEXPRESS, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF AT COMMON LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORALSTATUTE, OR OTHERWISE RELATING TO: (i) THE CONDITION OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR USE OR PURPOSE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS); (ii) ANY WARRANTY AS INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PERSON; (iii) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER (INCLUDING WITHOUT LIMITATION, IN RESPECT OF GEOLOGICAL AND ENGINEERING DATA, THE EXISTENCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER CLOSING); (iv) THE ENVIRONMENTAL CONDITION AND OTHER CONDITION OF THE ASSETS AND ANY POTENTIAL LIABILITY ARISING FROM OR RELATED TO THE VALIDITY ASSETS; (v) THE FAILURE OF ANY PATENTS COMPUTER, ELECTRONICS, SOFTWARE OR THE NON-INFRINGEMENT COMPONENTS TO BE FREE OF ANY PATENTSDEFECTS OR ERRORS, TRADEMARKSINCLUDING, BUT NOT LIMITED TO, ANY DEFICIENCIES RELATING TO THE INABILITY TO PROPERLY FUNCTION BEYOND DECEMBER 31, 1999; AND (vi) THE WARRANTY OF FITNESS FOR INTENDED PURPOSES OR OTHER INTELLECTUAL PROPERTY GUARANTEE AGAINST HIDDEN OR LATENT REDHIBITORY VICES. (b) PURCHASER: (i) WAIVES ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520, ET SEQ.; (ii) ACKNOWLEDGES THAT THIS EXPRESS WAIVER SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIRD PARTIES. EXCEPT AS MAY THIS SALE AND THE CONSIDERATION THEREOF; AND (iii) ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF PURCHASER, HAS BEEN EXPLAINED IN DETAIL AND THAT PURCHASER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND WARRANTY AGAINST REDHIBITORY VICES AND DEFECTS FOR THE ASSETS. (c) ALL INSTRUMENTS OF CONVEYANCE TO BE DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY BE SET FORTH THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesSECTION 6.3.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, THE PARTIES HERETO EACH DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENTS OR COMMUNICATIONS (ORALLY OR IN WRITING) TO THE OTHER PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION CONTAINED IN ANY OPINION, INFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANY SUCH RIGHTS PARTY BY ANY PARTNER, OFFICER, STOCKHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR CONTRACTOR OF SUCH DISCLAIMING PARTY OR ITS AFFILIATES OR ANY ENGINEER OR ENGINEERING FIRM, OR OTHER AGENT, CONSULTANT OR REPRESENTATIVE) WHEREVER AND HOWEVER MADE, INCLUDING, BUT NOT LIMITED TO, THOSE MADE IN ANY DATA AND ANY SUPPLEMENTS OR AMENDMENTS THERETO OR DURING ANY NEGOTIATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER MAKES ANY REPRESENTATION OR WARRANTY AS TO (A) THE AMOUNT, VALUE, QUALITY OR DELIVERABILITY OF HYDROCARBONS OR RESERVES ATTRIBUTABLE TO THE ASSETS OR (B) ANY GEOLOGICAL, ENGINEERING OR OTHER INTERPRETATIONS OR ECONOMIC VALUATIONS. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER IN ARTICLE 4, WHICH MAY ONLY BE ENFORCED PURSUANT TO ARTICLE 12, THE ASSETS ARE BEING LICENSED ON AN SOLD WITH SPECIAL WARRANTIES ONLY. ALL TANGIBLE PERSONAL PROPERTY INCLUDED IN THE ASSETS IS SOLD “AS IS, WHERE IS,” AND NEITHER SELLER MAKES ANY, AND SELLER DISCLAIMS ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (I) MERCHANTABILITY, (II) FITNESS FOR ANY PARTICULAR PURPOSE, (III) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR (IV) CONDITION. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE “WHERE ISCONSPICUOUS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETODISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. Each Licensor (on behalf SELLER: G M Oil Properties, Inc. an Oklahoma corporation By: /s/ B▇▇▇ ▇▇▇▇ B▇▇▇ ▇▇▇▇, CEO RIO VISTA P▇▇▇▇, LLC By: /s/ I▇▇ ▇▇▇▇▇▇▇▇ I▇▇ ▇▇▇▇▇▇▇▇, Manager 1. All of itself Assignor’s right, title and each of its controlled group Affiliates) interest in and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictionsoil and gas leases and overriding royalty interests specifically described in Exhibit A (collectively, the provisions of this Agreement (including “Leases”), the disclaimer of all representations royalties, overriding royalties, net profits interests, production payments and warranties) shall prevail for other interests, if any, owned by Assignor burdening the Leases, and any and all purposes among right, title and interest in and to the parties hereto oil, gas and their respective controlled group Affiliates.all other hydrocarbons in, on or under the lands covered by the Leases (the “Lands”) and other hydrocarbons and products, whether liquid or gaseous, produced in association therewith (“Hydrocarbons”) after the Effective Time and all other minerals of whatever nature in, on or under the Leases and Lands and lands pooled or unitized therewith; 2. The oil and gas w▇▇▇▇ located on the Leases and Lands, or lands pooled or unitized therewith, including without limitation, the oil and gas w▇▇▇▇ specifically described in Exhibit B, whether producing or non-producing and whether fully or properly described or not, (the “W▇▇▇▇”), all injection and disposal w▇▇▇▇ on the Leases or Lands, and all personal property and equipment associated with the W▇▇▇▇ as of the Effective Time; 3. The rights, to the extent transferable, in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the units created thereby to the extent that they relate to or affect any of Assignor’s properties and interests described in Paragraphs 1 and 2 or the production of Hydrocarbons, if any, attributable to said properties and interests after the Effective Time; 4. The rights, to the extent transferable, without material restriction under applicable law or third party agreements (without the payment of any funds or consideration) in and to existing and effective oil, gas, liquids, condensate, casinghead gas and natural gas sales, purchase, exchange, gathering, transportation and processing contracts, operating agreements, balancing agreements, joint venture agreements, partnership agreements, farmout agreements and other contracts, agreements and instruments insofar only as they relate to any of Assignor’s properties and interests described in Paragraphs 1, 2 and 3, excluding, however, any insurance contracts; 5. All of the personal property, fixtures, improvements, permits, licenses, approvals, servitudes, rights-of-way and easements, including, without limitation the rights of way and easements set forth on Exhibit A, surface leases and other surface rights (including, but not limited to, any w▇▇▇▇, tanks, boilers, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, other appurtenances and facilities) located on or used in connection with or otherwise related to the exploration for or production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Paragraphs 1 through 4 to the extent that they are located on or used in the operation of the Assets as of the Effective Time, and all contract rights (including rights under leases to third parties) related thereto; 6. The files, records, data and information relating to the items described in Paragraphs 1 through 5, maintained by Assignor (the “Records”), but excluding the following: (i) all of Assignor’s internal appraisals and interpretive data related to the Leases, Lands and W▇▇▇▇, (ii) all information and data under contractual restrictions on assignment, (iii) all information subject to a privilege, (iv) Assignor’s corporate, financial, employee and general tax records that do not relate to the Assets, and (v) all accounting files that do not relate exclusively to the Assets; and 7. Assignor specifically excludes from the Assets and this Assignment all vehicles and other transportation equipment, furniture, office supplies and equipment, telephones and radio or other telecommunication systems, tools, store stock, spare parts, and equipment, and any other assets not specifically used in connection with the operation of the Leases (the “Excluded Property”). TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns forever. This Assignment is made and accepted expressly subject to the following terms and conditions:

Disclaimer of Representations and Warranties. EACH LICENSOR 6.1 THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THE ASSET PURCHASE AGREEMENT ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTIC ULAR PURPOSE, NON-INFRINGEMENT, AND NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY, AND THE SANOFI PARTIES HEREBY DISCLAIM SUCH IMPLIED WARRANTIES. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR DAMAGES BASED UPON LOST PROFITS FOR SALES TO THIRD PARTIES; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING FROM (ON BEHALF A) LICENSEE’S BREACH OF ITSELF AND EACH SECTION 2.2 OR SECTION 4 OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISEITS MISUSE OF THE MARKS OR OTHER SANOFI PARTY TRADEMARKS, IS: (X) REPRESENTING SERVICE MARKS OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; TRADE NAMES OR (IVB) THE ABSENCE A PARTY’S GROSS NEGLIGENCE, INTENTIONAL OR PRESENCE OF ANY DEFENSES TO WILLFUL MISCONDUCT OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesFRAUD.

Disclaimer of Representations and Warranties. EACH LICENSOR OF ALON USA (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE ALON USA GROUP) AND LICENSEE BRANDS (ON BEHALF OF ITSELF AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE BRANDS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES CONTRIBUTED, ASSIGNED, TRANSFERRED, ACCEPTED OR ASSUMED AS CONTEMPLATED HEREBY; (II) HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OR ENCUMBRANCES OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING CLAIM OR OTHER ASSET ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF EITHER ANY PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, ASSIGNMENT, TRANSFER, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED CONTRIBUTED, ASSIGNED AND TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST OR ENCUMBRANCE, AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR ORDER ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINPROVIDED IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (INCLUDING THE EXHIBITS, NO PARTY TO APPENDICES AND SCHEDULES HERETO AND THERETO, AND ANY CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFTRANSACTION DOCUMENT), OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY MAP MAKES NO OTHER REPRESENTATIONS OR GRANTING WARRANTIES OF ANY WARRANTIESKIND, EITHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY OTHERWISE EXPRESSLY BE SET FORTH PROVIDED IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AGREEMENT AND THE RESPECTIVE LICENSEES SHALL BEAR OTHER TRANSACTION DOCUMENTS (INCLUDING THE ECONOMIC EXHIBITS, APPENDICES AND LEGAL RISKS RELATED SCHEDULES HERETO AND THERETO. Each Licensor , AND ANY CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT), MAP DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION OR WARRANTY OTHERWISE MADE OR COMMUNICATED (on behalf of itself and each of its controlled group AffiliatesORALLY OR IN WRITING) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or ifINCLUDING, under the laws of a jurisdiction outside the United StatesBUT NOT LIMITED TO, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect theretoANY OPINION, then the parties intend thatINFORMATION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PEPL OR TEPPCO BY ANY OFFICER, notwithstanding any provision to the contrary under the laws of such foreign jurisdictionsDIRECTOR, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesEMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF MAP OR ITS AFFILIATES, OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS TO MATTERS EXPRESSLY SET FORTH HEREININDEMNIFIED AGAINST IN THIS AGREEMENT, NO PARTY TO THIS AGREEMENT (A) PARTNERSHIP AND THE PARTNERS ACCEPT THE ASSETS COMPRISING THE FRACTIONATOR FACILITY "AS IS" AND "WHERE IS" AND WITH ALL FAULTS AND DEFECTS, WHETHER PATENT OR OTHERWISELATENT, IS: (XB) REPRESENTING NEITHER WARREN OR WARRANTING TO DEVCO MAKE ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS REPRESENTATION OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE WARRANTIES OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESKIND, W▇▇▇▇▇▇ EXPRESS OR IMPLIED, EITHER IN FACT WITH RESPECT TO ALL OR BY OPERATION ANY OF LAWSAID ASSETS, BY STATUTE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS REPRESENTATION WITH RESPECT TO THE VALIDITY DESIGN, QUALITY, DURABILITY OR SUITABILITY OF THE FRACTIONATOR FACILITY, OR ANY PORTIONS THEREOF, FOR A PARTICULAR PURPOSE, AND (C) NEITHER WARREN NOR DEVCO MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY PATENTS KIND, ▇▇▇▇▇ER EXPRESS OR IMPLIED, IN CONNECTION WITH THE VALUE, CONDITION, FITNESS OR USE OF SAID ASSETS OR THE NON-INFRINGEMENT PRESENCE, ABSENCE OR CONDITION OF ANY PATENTSENVIRONMENTAL CONTAMINANT OR THE PRESENCE OR EXISTENCE OF ANY ENVIRONMENTAL CONDITION, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH FOR THOSE ENVIRONMENTAL MATTERS DISCLOSED IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesDISCLOSURE SCHEDULE.

Disclaimer of Representations and Warranties. EACH LICENSOR OF CPE AND CPE LLC (ON BEHALF OF ITSELF THEMSELVES AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE CLOUD PEAK GROUP) AND LICENSEE RTEA AND KMS (ON BEHALF OF ITSELF THEMSELVES AND EACH MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE RTEA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREINHEREIN OR IN ANY TRANSACTION DOCUMENT, NO PARTY TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR OTHERWISE, IS: (X) IS REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS ASSETS, BUSINESSES OR ASSETS LICENSED LIABILITIES ACQUIRED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS HEREBY OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY THEREBY AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR MERCHANTABILITY FOR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESPURPOSE. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS AGREEMENTANY TRANSACTION DOCUMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ACQUIRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE LICENSEES ACQUIRORS SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT (on behalf of itself and each of its controlled group AffiliatesI) and Licensee ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE ACQUIROR GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST OR OTHER ENCUMBRANCE AND (on behalf of itself and each of its controlled group AffiliatesII) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF SUBJECT TO THE EXPRESS TERMS AND CONDITIONS OF ITSELF THIS AGREEMENT, THE GROUND LEASE AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY DOCUMENTS OR INSTRUMENTS EXECUTED BY THE CITY IN ANY WAY AS TO CONNECTION WITH THE PROJECT, (I) UNIVERSITY AGREES THAT THE RIGHTS OR ASSETS LICENSED LEASE SITE, THE UTILITY INSTALLATION SITE AND THE ZSFG SITE ARE BEING DELIVERED BY CITY AND ACCEPTED BY UNIVERSITY IN THEIR “AS CONTEMPLATED HEREBY; IS WITH ALL FAULTS” CONDITION AND (II) UNIVERSITY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT NEITHER CITY, NOR ANY APPROVALS OF THE OTHER CITY INDEMNIFIED PARTIES, NOR ANY EMPLOYEE, OFFICER, COMMISSIONER, REPRESENTATIVE OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OTHER AGENT OF ANY OF THEM, HAS MADE, AND THERE IS HEREBY DISCLAIMED, ANY REPRESENTATION OR THEREWITH; (III) WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO THE VALUE CONDITION OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR FREEDOM FROM THE ZSFG SITE, THE SUITABILITY OR FITNESS OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE OR APPURTENANCES TO THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE FOR THE DEVELOPMENT, USE OR OPERATION OF THE PROJECT, ANY SECURITY INTERESTS OFCOMPLIANCE WITH LAWS OR APPLICABLE LAND USE OR ZONING REGULATIONS, ANY MATTER AFFECTING THE USE, VALUE, OCCUPANCY OR ENJOYMENT OF THE LEASE SITE, THE UTILITY INSTALLATION SITE OR THE ZSFG SITE, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS WHATSOEVER PERTAINING TO THE VALIDITY OF ANY PATENTS LEASE SITE, THE UTILITY INSTALLATION SITE OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, ZSFG SITE OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesPROJECT.

Disclaimer of Representations and Warranties. (a) EACH LICENSOR OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS CONTROLLED GROUP AFFILIATES) THE TRINITY GROUP), AND LICENSEE ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS CONTROLLED GROUP AFFILIATESTHE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR OTHERWISEDOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS: (X) IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS CONSENTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY GOVERNMENTAL APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) , AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY; , OR (IV) AS TO THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING ACTION OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIEDASSET, INCLUDING ANY WARRANTY ACCOUNTS RECEIVABLE, OF QUALITY, MERCHANTABILITYANY PARTY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY LEGAL SUFFICIENCY OF ANY PATENTS CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE NON-INFRINGEMENT OF ANY PATENTSEXECUTION, TRADEMARKS, DELIVERY AND FILING HEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESTHEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM) AND THE RESPECTIVE LICENSEES TRANSFEREES SHALL BEAR THE ALL ECONOMIC AND LEGAL RISKS RELATED THERETOTHAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED. (b) Each Licensor of Trinity (on behalf of itself and each member of its controlled group Affiliatesthe Trinity Group) and Licensee Arcosa (on behalf of itself and each member of its controlled group Affiliatesthe Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 Section 2.12(a) is held unenforceable or is unavailable for any reason under the laws Laws of any jurisdiction outside the United States or if, under the laws Laws of a jurisdiction outside the United States, both parties (Trinity or any member of their respective controlled group Affiliates) the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any liability with respect theretoTrinity Liability or any Arcosa Liability, then respectively, then, the parties Parties intend that, notwithstanding any provision to the contrary under the laws Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the parties hereto Parties and their respective controlled group AffiliatesSubsidiaries. (c) Trinity hereby waives compliance by itself and each and every member of the Trinity Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Trinity Assets to Trinity or any member of the Trinity Group. (d) Arcosa hereby waives compliance by itself and each and every member of the Arcosa Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Arcosa Assets to Arcosa or any member of the Arcosa Group.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT NOTWITHSTANDING -------------------------------------------- ANYTHING CONTAINED HEREIN OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO IN ANY OTHER PARTY OPERATIVE DOCUMENT, THE LESSEE DOES NOT MAKE NOR SHALL THE LESSEE BE DEEMED TO HAVE MADE, AND THE LESSEE HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE REFERRED TO IN THIS SECTION, IN ANY WAY AS TO (I) OFFICER'S CERTIFICATE OF THE RIGHTS LESSEE OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED EXPRESSLY MADE IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNINGOPERATIVE DOCUMENT, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY DESIGN OR CONDITION OF THE FACILITY OR ANY PART THEREOF, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, THE ABILITY OF THE FACILITY OR ANY PART THEREOF TO PERFORM ANY FUNCTION, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, LATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS DEFECTS, WHETHER OR NOT DISCOVERABLE; PROVIDED THAT THE FOREGOING SHALL NOT EXCUSE THE PERFORMANCE BY THE LESSEE OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS PARTICIPATION AGREEMENT OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS ANY OTHER OPERATIVE DOCUMENT. THIS DISCLAIMER OF REPRESENTATION AND WARRANTIES SHALL SURVIVE ANY TERMINATION OR RESCISSION OF THIS PARTICIPATION AGREEMENT AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesOTHER OPERATIVE DOCUMENTS.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, 9.01 NO WARRANTY OR REPRESENTATION BY SELLER: EXCEPT AS EXPRESSLY SET FORTH HEREINPROVIDED IN SECTION 8.05(i), NO PARTY TO THIS AGREEMENT THE TRANSACTION CONTEMPLATED HEREBY SHALL BE (i) WITHOUT ANY WARRANTY OR REPRESENTATION OF TITLE, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE; (ii) WITHOUT ANY EXPRESS, IS: (X) REPRESENTING IMPLIED, STATUTORY OR WARRANTING TO ANY OTHER PARTY IN ANY WAY WARRANTY OR REPRESENTATION AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFCONDITION, OR ANY OTHER MATTER CONCERNINGQUANTITY, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE, FREEDOM FROM HIDDEN VICES OR PURPOSE DEFECTS, CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OR MERCHANTABILITY OF ANY OF THE MOVABLES OR ITS FITNESS FOR ANY PURPOSE; AND (iii) EXCEPT AS PROVIDED IN ARTICLE 8, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OR REPRESENTATION WHATSOEVER. PURCHASER SHALL HAVE INSPECTED OR WAIVED ITS RIGHT TO INSPECT THE INTERESTS FOR ALL PURPOSES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION. PURCHASER IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE INTERESTS, AND PURCHASER SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION WITH ALL FAULTS IN ADDITION, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE VALIDITY ACCURACY OR COMPLETENESS OF ANY PATENTS DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO PURCHASER IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE INTERESTS, OR THE NON-INFRINGEMENT ABILITY OR POTENTIAL OF ANY PATENTS, TRADEMARKSTHE INTERESTS TO PRODUCE HYDROCARBONS, OR THE ENVIRONMENTAL CONDITION OF THE INTERESTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESMATTERS CONTAINED IN THE NONPROPRIETARY DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE TO PURCHASER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ANY AND ALL SUCH RIGHTS DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS FURNISHED BY SELLER OR ASSETS OTHERWISE MADE AVAILABLE TO PURCHASER ARE BEING LICENSED PROVIDED PURCHASER AS A CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER. ANY RELIANCE ON AN “AS IS,” “WHERE IS” BASIS AND OR USE OF THE RESPECTIVE LICENSEES SAME SHALL BEAR BE AT PURCHASER'S SOLE RISK TO THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesEXTENT PERMITTED BY LAW.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF TWE, HOLDCO, THE TWE NON-BROADBAND GROUP OR THE TWE BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “"AS IS, WHERE IS BASIS,” “WHERE IS” BASIS " AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE RESPECTIVE LICENSEES SHALL BEAR ENTERING INTO OF THIS AGREEMENT OR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesTRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3, THE LOANS ARE BEING SOLD AND ASSIGNED “AS IS” WITHOUT ANY RECOURSE, REPRESENTATION OR WARRANTY OF ITSELF AND ANY KIND OR NATURE, EXPRESS OR IMPLIED. EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREINPROVIDED IN THIS ARTICLE, NO PARTY TO THIS AGREEMENT THE PARTIES HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE GUARANTIES OF ANY DEFENSES TO KIND OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESCHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT ORAL OR BY OPERATION OF LAWWRITTEN, BY STATUTE PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE ▇▇▇▇▇▇ LOANS OR THE SWEDBANK LOANS, AS APPLICABLE. EACH PARTY HERETO ACKNOWLEDGES THAT THE OTHER PARTIES HAVE NOT AUTHORIZED ANY EMPLOYEE, AGENT, REPRESENTATIVE, BROKER, THIRD PARTY OR OTHER PARTY TO MAKE AND, TO THE EXTENT SO MADE, SPECIFICALLY DISCLAIMS NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE SWEDBANK LOANS OR THE ▇▇▇▇▇▇ LOANS, AS APPLICABLE, SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED, DIRECTLY OR INDIRECTLY, BY ANY OTHER WARRANTIESPARTY. EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OTHER PARTY WITH RESPECT TO THE SWEDBANK LOANS OR THE ▇▇▇▇▇▇ LOANS, WHETHER WRITTEN AS APPLICABLE, WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SUCH OTHER PARTY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY VERIFICATION OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE VALIDITY ACCURACY OR COMPLETENESS OF ANY PATENTS OR SUCH INFORMATION. IT IS UNDERSTOOD AND AGREED THAT THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS SWEDBANK LOANS AND THE ▇▇▇▇▇▇ LOANS ARE BEING LICENSED ON AN “SOLD AND TRANSFERRED AS IS,” “, WHERE IS” BASIS IS AND SUBJECT TO THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesFOREGOING.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREININ SECTION 9.01(C), NO THE PARTIES UNDERSTAND AND AGREE THAT NEITHER PARTY NOR ANY PARTY TO ANY ANCILLARY AGREEMENT IS MAKING ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY HOSPIRA ASSETS OR HOSPIRA LIABILITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR OTHERWISEANY ANCILLARY AGREEMENT, ISINCLUDING ANY REPRESENTATIONS OR WARRANTIES AS TO: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBYANY CONSENTS REQUIRED IN CONNECTION THEREWITH; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OF OR FREEDOM FROM ANY SECURITY INTERESTS OFIN, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTYHOSPIRA ASSET; OR (IVIII) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTYCLAIM; OR (YIV) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OF THE HOSPIRA ASSETS; OR (V) THE NON-INFRINGEMENT LEGAL SUFFICIENCY OF ANY PATENTSCONVEYANCE AND ASSUMPTION INSTRUMENTS TO CONVEY TITLE TO ANY HOSPIRA ASSET OR THING OF VALUE UPON THE EXECUTION, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS DELIVERY AND FILING OF THIRD PARTIESSUCH CONVEYANCE AND ASSUMPTION INSTRUMENTS. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, THE PARTIES FURTHER UNDERSTAND AND AGREE THAT ALL SUCH RIGHTS OR HOSPIRA ASSETS ARE BEING LICENSED TRANSFERRED ON AN “"AS IS,” “" "WHERE IS” " BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE), AND THE RESPECTIVE LICENSEES HOSPIRA AND ITS SUBSIDIARIES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor THAT: (on behalf of itself and each of its controlled group AffiliatesA) and Licensee ANY CONVEYANCE AND ASSUMPTION INSTRUMENT MAY PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST; AND (on behalf of itself and each of its controlled group AffiliatesB) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or ifANY NECESSARY CONSENTS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, under the laws of a jurisdiction outside the United StatesAGREEMENTS, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesSECURITY INTERESTS OR JUDGMENTS ARE NOT COMPLIED WITH.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ITSELF THIS SITE SHALL BE AT YOUR OWN RISK AND EACH OF THAT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THATOFFICERS, EXCEPT AS EXPRESSLY SET FORTH HEREINDIRECTORS, NO PARTY TO THIS AGREEMENT OR OTHERWISEEMPLOYEES, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFAGENTS, OR ANY OTHER MATTER CONCERNINGDISCLAIM ALL WARRANTIES, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESSTATUTORY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITYTITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE AND NON- INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR PURPOSE WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY AS OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTSFULLEST EXTENT PERMITTED BY LAW, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express shall survive any termination or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions expiration of this Agreement (including or your use of this Site or the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesServices found at this Site.

Disclaimer of Representations and Warranties. NOTWITHSTANDING -------------------------------------------- ANYTHING CONTAINED HEREIN OR IN ANY OTHER OPERATIVE DOCUMENT, EACH LICENSOR (ON BEHALF OF ITSELF THE CHARTERER AND ANY AFFILIATES DOES NOT MAKE NOR SHALL EITHER THE CHARTERER OR ANY AFFILIATES BE DEEMED TO HAVE MADE, AND EACH OF ITS CONTROLLED GROUP AFFILIATES) THE CHARTERER AND LICENSEE (ON BEHALF ANY AFFILIATES HEREBY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE REFERRED TO IN THIS SECTION, IN ANY OFFICER'S CERTIFICATE OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS THE CHARTERER OR EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO MADE IN ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFOPERATIVE DOCUMENT, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT AS TO TITLE TO THE VESSEL, THE VESSEL'S DESIGN, CONDITION, MERCHANTABILITY OR BY OPERATION THE VESSEL'S FITNESS FOR ANY PARTICULAR TRADE, THE ABILITY OF LAWTHE VESSEL OR ANY PART THEREOF TO PERFORM ANY FUNCTION, BY STATUTE THE QUALITY OF THE MATERIALS OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE OR ANY OTHER WARRANTIES, WHETHER WRITTEN WARRANTY OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY REPRESENTATION WHATSOEVER; PROVIDED THAT THE FOREGOING SHALL NOT EXCUSE THE PERFORMANCE BY THE CHARTERER OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE ITS OBLIGATIONS SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS PARTICIPATION AGREEMENT OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS ANY OTHER OPERATIVE DOCUMENT. THIS DISCLAIMER OF REPRESENTATION AND WARRANTIES SHALL SURVIVE ANY TERMINATION OR RESCISSION OF THIS PARTICIPATION AGREEMENT AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesOTHER OPERATIVE DOCUMENTS.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT (AND NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY REAL PROPERTY INSTRUMENT), (A) NONE OF THE COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF THE COMPANY, THE COMPANY GROUP, HOLDCO, TWE OR THE TWIC BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “"AS IS, WHERE IS BASIS,” “WHERE IS” BASIS " AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED AND (C) NONE OF THE RESPECTIVE LICENSEES SHALL BEAR COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesENTERING INTO OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ITSELF THIS SITE SHALL BE AT YOUR OWN RISK AND EACH OF THAT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THATOFFICERS, EXCEPT AS EXPRESSLY SET FORTH HEREINDIRECTORS, NO PARTY TO THIS AGREEMENT OR OTHERWISEEMPLOYEES, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFAGENTS, OR ANY OTHER MATTER CONCERNINGDISCLAIM ALL WARRANTIES, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESSTATUTORY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITYTITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR PURPOSE WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THIRD- PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY AS OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTSFULLEST EXTENT PERMITTED BY LAW, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express shall survive any termination or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions expiration of this Agreement (including or your use of this Site or the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesServices found at this Site.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT, IN ANY TRANSACTION AGREEMENT (AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY REAL PROPERTY INSTRUMENT) (A) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF TWE, HOLDCO, THE TWE NON-BROADBAND GROUP OR THE TWE BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “"AS IS, WHERE IS BASIS,” “WHERE IS” BASIS " AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE RESPECTIVE LICENSEES SHALL BEAR ENTERING INTO OF THIS AGREEMENT OR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesTRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ITSELF THIS SITE SHALL BE AT YOUR OWN RISK AND EACH OF THAT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THATOFFICERS, EXCEPT AS EXPRESSLY SET FORTH HEREINDIRECTORS, NO PARTY TO THIS AGREEMENT OR OTHERWISEEMPLOYEES, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFAGENTS, OR ANY OTHER MATTER CONCERNINGDISCLAIM ALL WARRANTIES, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESSTATUTORY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITYTITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR PURPOSE WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY WARRANTY AS SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE VALIDITY OF ANY PATENTS SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR THE NON-INFRINGEMENT OF ANY PATENTSWRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, TRADEMARKSITS OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENTAGENTS, ALL SUCH RIGHTS AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group Affiliates.FINANCIAL ADVICE OR

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THIS ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT, IN ANY OTHER TRANSACTION AGREEMENT OR IN ANY REAL PROPERTY INSTRUMENT, (A) NONE OF THE COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF THE COMPANY, THE COMPANY GROUP, HOLDCO OR THE TWIC BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN “"AS IS, WHERE IS BASIS,” “WHERE IS” BASIS " AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED AND (C) NONE OF THE RESPECTIVE LICENSEES SHALL BEAR COMPANY, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesENTERING INTO OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THIS ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF THE PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF TWE, TWIC, HOLDCO, THE COMPANY OR THE AOLTW BROADBAND GROUP; (B) ALL SUCH RIGHTS OF THE ASSETS TO BE RETAINED OR ASSETS ARE BEING LICENSED TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THE TRANSACTION AGREEMENTS SHALL BE TRANSFERRED OR ASSUMED ON AN “AS IS, WHERE IS BASIS,” “WHERE IS” BASIS AND ALL IMPLIED WARRANTIES OF Table of Contents MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF THE RESPECTIVE LICENSEES PARTIES HERETO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE TRANSACTIONS OR THE ENTERING INTO OF THE TRANSACTION AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, [THE]NO AT&T [PARTIES ARE NOT]PARTY IS DISCLAIMING ANY RIGHTS IT MAY HAVE IN ITS CAPACITY AS A SHAREHOLDER OF AOLTW COMMON STOCK[, ] TO THE SAME EXTENT AS IF THE SHARES RECEIVED [HEREUNDER]ON CONVERSION OF THE SERIES A PREFERRED STOCK WERE INSTEAD PURCHASED ON THE OPEN MARKET DURING THE VALUATION PERIOD, UNDER [APPLICABLE SECURITIES LAWS, INCLUDING]SECTION 10(b) OF THE 1934 ACT AND RULE 10b-5 PROMULGATED THEREUNDER DURING THE PERIOD BEGINNING ON THE CLOSING AND ENDING ON THE 90TH DAY FOLLOWING THE CONTINUED EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT CONTEMPLATED BY THE AOLTW REGISTRATION RIGHTS AGREEMENT OR, IF THE SERIES A PREFERRED IS CONVERTED ON OR AFTER THE 90TH DAY PRIOR TO THE SECOND ANNIVERSARY OF ITS ISSUANCE, 90 DAYS FOLLOWING SUCH CONVERSION, AND AOLTW EXPRESSLY ACKNOWLEDGES THAT THE AT&T PARTIES SHALL BEAR BE ENTITLED TO ANY RIGHTS AND REMEDIES PROVIDED BY SUCH SECTION 10(b) OF THE ECONOMIC 1934 ACT AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesSUCH RULE AS IF THE AT&T PARTIES HAD SO PURCHASED SUCH SHARES ON THE OPEN MARKET DURING THE VALUATION PERIOD PROVIDED THAT THE AT&T PARTIES ASSERT SUCH RIGHT OR REMEDY ON OR BEFORE SUCH 90TH DAY.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ITSELF THIS SITE SHALL BE AT YOUR OWN RISK AND EACH OF THAT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". COMPANY, ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THATOFFICERS, EXCEPT AS EXPRESSLY SET FORTH HEREINDIRECTORS, NO PARTY TO THIS AGREEMENT OR OTHERWISEEMPLOYEES, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OFAGENTS, OR ANY OTHER MATTER CONCERNINGDIS- CLAIM ALL WARRANTIES, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) MAKING ANY OTHER REPRESENTATIONS OR GRANTING ANY WARRANTIESSTATUTORY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITYTITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE AND NON-INFRINGEMENT. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR PURPOSE WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTH- ERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY COMPANY, ITS OFFICERS, DIRECTORS, EMPLOY- EES, OR AGENTS, AND THIRD-PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY AS OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH IN- FORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY PATENTSFULLEST EXTENT PERMITTED BY LAW, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express shall survive any termination or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions expiration of this Agreement (including or your use of this Site or the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesServices found at this Site.

Disclaimer of Representations and Warranties. EACH LICENSOR (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) AND LICENSEE (ON BEHALF OF ITSELF AND EACH OF ITS CONTROLLED GROUP AFFILIATES) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH HEREININ THE ASSIGNMENT AND ▇▇▇▇ OF SALE OR IN THE DEED, (A) SOPUS IS CONTRIBUTING AND TRITON IS ACQUIRING THE TERMINAL ASSETS ON AN “AS-IS” AND “WHERE-IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE TERMINAL ASSETS (EXPRESS, IMPLIED OR STATUTORY), AND (B) NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS: (X) REPRESENTING OR WARRANTING TO ANY OTHER PARTY IN ANY WAY AS TO (I) THE RIGHTS OR ASSETS LICENSED AS CONTEMPLATED HEREBY; (II) ANY APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH; (III) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY; OR (IV) THE ABSENCE OR PRESENCE OF ANY DEFENSES TO OR RIGHT OF SETOFF AGAINST OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY PROCEEDING OR OTHER ASSET OF EITHER PARTY; OR (Y) HAS MADE AND IS NOT MAKING ANY OTHER REPRESENTATIONS REPRESENTATION OR GRANTING ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITYTITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE PURPOSE, MERCHANTABILITY OR PURPOSE OTHERWISE WITH REGARD TO THE TERMINAL ASSETS, AND EACH PARTY HAS EXPRESSLY DISCLAIMED ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), (C) TRITON IS NOT RELYING ON (AND EXPRESSLY DISCLAIMS ANY RELIANCE ON) ANY STATEMENT, PROMISE OR EXTRA-CONTRACTUAL REPRESENTATION OF ANY OTHER PARTY OR ANY AGENT OR EMPLOYEE OF SUCH OTHER PARTY, AND (D) NO PARTY HAS NOR DOES SUCH PARTY WARRANTY AS DESCRIPTION (OTHER THAN WITH RESPECT TO THE VALIDITY REAL PROPERTY), VALUE, QUALITY OR CONDITION OF ANY PATENTS OF THE TERMINAL ASSETS (INCLUDING STORAGE TANKS, PIPELINES, LOADING FACILITIES, APPURTENANT OR THE NON-INFRINGEMENT OF ANY PATENTS, TRADEMARKS, ASSOCIATED EQUIPMENT OR OTHER INTELLECTUAL REAL OR PERSONAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH LOCATED ON OR INCLUDED IN THIS AGREEMENT, ALL SUCH RIGHTS OR ASSETS ARE BEING LICENSED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE LICENSEES SHALL BEAR THE ECONOMIC AND LEGAL RISKS RELATED THERETO. Each Licensor (on behalf of itself and each of its controlled group Affiliates) and Licensee (on behalf of itself and each of its controlled group Affiliates) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in this Article 12 is held unenforceable or is unavailable for any reason under the laws of any jurisdiction outside the United States or if, under the laws of a jurisdiction outside the United States, both parties (or any of their respective controlled group Affiliates) are jointly or severally liable for any liability with respect thereto, then the parties intend that, notwithstanding any provision to the contrary under the laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties) shall prevail for any and all purposes among the parties hereto and their respective controlled group AffiliatesTERMINAL ASSETS.