Common use of Fiduciary Duty Clause in Contracts

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) for its reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever in this Agreement the General Partner is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Partnership Covered Persons, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Covered Person; or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of the Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Agreement, an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner“discretion” or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision ; or (ii) in its “good faith” or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCompany, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Company for such Covered Person) for its ’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by law. (b) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever Person. Whenever in this Agreement the General Partner a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decisions in its capacity as the General Partnergood faith, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any relevant provisions of law or in equity or otherwise. To the fullest extent permitted by applicable law (including Section 18-1101(c) of the Act) and except as otherwise provided herein, no manager, director or Member (or any of its Affiliates) shall have any duty (fiduciary or otherwise), at law or in equity, or any liability relating thereto, to the Company, or to any other applicable lawMember (or Affiliate thereof) with respect to or in connection with the Company or its business or affairs. To the fullest extent permitted under the Global Act, it is expressly acknowledged and agreed that Covered Persons may act in accordance with the interests of the Member (or any of its Affiliates) that appointed such Covered Person in considering matters that may come before the Covered Persons for their consideration and shall have no liability to the Company or the other Members for breach of the fiduciary duty of loyalty as a result of any action taken or approval given by a Covered Person that inures to the benefit of the Member (or any of its Affiliates) that appointed such Covered Person. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such person’s or entity’s professional or expert competence.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Person and any Indemnified Person; or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (ai) To the extent that, at law or in equity, a Covered Person Director has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company, the Holders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPerson, a Covered Person Director acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company, the Holders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand restrict or restrict eliminate the duties and liabilities of a Covered Person the Directors otherwise existing at law or equity, in equity are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Directors. (bii) Unless otherwise expressly provided herein: a. whenever a conflict of interest exists or arises between any Director or any of its Affiliates, on the one hand, and the Company or any Holders or any other Person, on the other hand; or b. whenever this Agreement or any other agreement contemplated herein or therein provides that the Directors shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, any Holders or any other Person; c. the Directors shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Directors, the resolution, action or terms so made, taken or provided by the Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Directors at law or in equity or otherwise. (iii) Notwithstanding anything to the contrary in the any other provision of this Agreement or under otherwise applicable law, whenever in this Agreement the General Partner is Directors are permitted or required to make a decision decision: a. in their "discretion" or take an action or omit to do any under a grant of the foregoing acting solely in its capacity as the General Partnersimilar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Directors shall be entitled to consider only such interests and factors as it desiresthey desire, including its their own interests, and and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipCompany, any of the Partnership’s Affiliates, any Limited Partner Holders or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or b. in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Directors shall act under such express standard and shall not be subject to any other or different standard imposed standard. (iv) Any Director and any Affiliate of any Director may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Company and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Director. No Director who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Director shall not be liable to the Company or to the Holders for breach of any fiduciary or other duty by reason of the fact that such Director pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Holders shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Any Director may engage or be interested in any financial or other applicable lawtransaction with the Company the Holders or any Affiliate of the Company or the Holders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) for its reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever in this Agreement the General Partner is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “"in its sole and absolute discretion” " should be deemed inserted therefor in each case in association with the words “"General Partner,” " whether or not the words “"sole and absolute discretion” " are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s 's Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) To the fullest extent permitted by applicable law and unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the General Partner and the Partnership or a Limited Partner, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner shall act in a manner that is fair and reasonable to the Partnership or any Limited Partner, the General Partner shall resolve such conflict of interest or take such action, considering in each case the relative interest of the Partnership, each Limited Partner and the General Partner, to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. So long as the General Partner acts, based on the foregoing sentence, in good faith and in a manner consistent with the foregoing sentence, the resolution or action so made or taken by the General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein. (c) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever in this Agreement the General Partner is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “"in its sole and absolute discretion” " should be deemed inserted therefor in each case in association with the words “"General Partner,” " whether or not the words “"sole and absolute discretion” " are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and and, except as set forth in Section 2.11(b) in the case of a conflict of interest, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s 's Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or otherwise other applicable law. (d) The General Partner may consult with the legal counsel and accountants and any act or omission suffered or taken by the General Partner on behalf of the Partnership in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel or accountants will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants were selected with reasonable care.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by law.such Indemnified Person; (b) Notwithstanding anything unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise; and (c) whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership LLC or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementMember, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership LLC or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager Member and any other Member the resolution or manner of resolution of which is not specifically provided for herein, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager Member shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary LLC or any Member, the Manager Member shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating 66 71 to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager Member, the resolution, action or term so made, taken or provided by the Manager Member shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Manager Member at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Manager Member is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"sole discretion" or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Manager Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner LLC or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” ", "reasonable discretion" or under another express standard, the General Partner Manager Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (d) Wherever in this Agreement a factual determination is called for and the applicable provision of this Agreement does not indicate what party or parties are to make the applicable factual determination, and/or the applicable standard to be used in making the factual determination, such determination shall be made by the Manager Member in the exercise of its good faith discretion.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Trustee or officer of the Trust (each a “Fiduciary Covered Person Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPerson, a Fiduciary Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand restrict or restrict eliminate the duties (including fiduciary duties) and liabilities of a Fiduciary Covered Person Persons otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties (including fiduciary duties) and liabilities of such Fiduciary Covered Persons. To the Covered Person to the fullest extent permitted by law, no Person other than a Trustee or officer of the Trust shall have any fiduciary duties (or liability therefor) to the Trust or any Shareholder. Except where a different standard is expressly provided for in this Declaration, the Trustees shall have the same fiduciary duties as directors of a private corporation for profit organized under the Delaware General Corporation Law (the “Default Duties”); provided, however, the Default Duties shall not override, modify, restrict or eliminate any express provision of this Declaration or the Act that (x) affords protections to or limits the duties or liabilities of the Trustees or (y) permits the Trustees to delegate to, or rely upon, officers, agents, counsel or other experts in connection with the management or control of the business and affairs of the Trust. (b) Notwithstanding anything to the contrary in the Agreement any other provision of this Declaration or under otherwise applicable law, whenever in this Agreement the General Partner is Declaration Fiduciary Covered Persons are permitted or required to make a decision (i) in their “discretion” or take an action or omit to do any under a grant of the foregoing acting solely in its capacity as the General Partnersimilar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Fiduciary Covered Persons shall be entitled to consider only such interests and factors as it desiresthey desire, including its their own interests, and and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipTrust, any of the Partnership’s Affiliates, any Limited Partner Shareholders or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted ; or required to make a decision (ii) in its “good faith” or under another express standard, the General Partner Fiduciary Covered Persons shall act under such express standard and shall not be subject to any other or different standard imposed by standard. The term “good faith” as used in this Agreement Declaration shall mean subjective good faith as such term is understood and interpreted under Delaware law. (c) Any Fiduciary Covered Person and any Affiliate of any Fiduciary Covered Person may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Fiduciary Covered Person. No Fiduciary Covered Person who acquires knowledge of a potential transaction, agreement, arrangement or other applicable lawmatter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Fiduciary Covered Person shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Fiduciary Covered Person pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholders shall have any rights or obligations by virtue of this Declaration or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Fiduciary Covered Person may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons in connection with the taking of some action by an Indemnified Person on behalf of the Partnership or a Partner, as such, or (ii) whenever this Agreement or any other agreement or instrument contemplated herein provides that an Indemnified Person shall act in a manner that is fair and reasonable to the contrary Partnership or any Partner, the Indemnified Person shall resolve such conflict of interest or shall take such action, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement or instrument and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution made or action taken or provided for by the Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of of, or factors affecting affecting, the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Partnership Covered Persons and Partnership Indemnified Persons, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company or to any Limited Partner Member or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementManaging Member, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company or to any Limited Partner Member or any Affiliate of any Limited Partner (or other Person) Managing Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person shall be as expressly set forth in this Agreement, and the parties hereto agree that such duties and liabilities replace any duties and liabilities of a Covered Person which would otherwise existing exist at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between any Member and the Company or another Member, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Member shall act in a manner that is, or provide terms that are, fair and reasonable to the contrary Company or any other Member, the Member shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by a Member, the resolution, action or term so made, taken or provided by such Member shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of such Member at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Member is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partnerdecision, the General Partner shall, except where an express standard is set forth, Member shall be entitled to make such decision in its sole discretion and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Company or any other Person. To the fullest extent permitted by applicable law, if pursuant to If in this Agreement the General Partner, acting solely in its capacity as the General Partner, a Member is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership Company or to any Limited Partner another Member or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreementanother Member, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership Company or to any Limited Partner another Member or any Affiliate of any Limited Partner (or other Person) another Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) Members to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. . To the fullest extent permitted by applicable law and unless otherwise expressly provided herein, (bi) whenever a conflict of interest exists or arises between the Managing Member and the Company or another Member, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Managing Member shall act in a manner that is fair and reasonable to the Company or any other Member, the Managing Member shall resolve such conflict of interest or take such action, considering in each case the relative interest of the Company, each other Member and the Managing Member, to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. So long as the Managing Member acts, based on the foregoing sentence, in good faith and in a manner consistent with the foregoing sentence, the resolution or action so made or taken by the Managing Member shall not constitute a breach of this Agreement or any other agreement contemplated herein. Notwithstanding anything to the contrary in the Agreement or under applicable lawLaw, whenever in this Agreement the General Partner Managing Member is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General PartnerManaging Member, the General Partner Managing Member shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General PartnerManaging Member,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and and, except as set forth in the preceding paragraph in the case of a conflict of interest, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipCompany, any of the PartnershipCompany’s Affiliates, any Limited Partner other Member or any other Person. To the fullest extent permitted by applicable lawLaw, if pursuant to this Agreement the General PartnerManaging Member, acting solely in its capacity as the General PartnerManaging Member, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner Managing Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or otherwise other applicable lawLaw. The Managing Member may consult with the legal counsel and accountants and any act or omission suffered or taken by the Managing Member on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such counsel or accountants will be full justification for any such act or omission, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants were selected with reasonable care.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Covered Person; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by this Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) To the fullest extent permitted by applicable law and unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the General Partner and the Partnership or a Limited Partner, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner shall act in a manner that is fair and reasonable to the Partnership or any Limited Partner, the General Partner shall resolve such conflict of interest or take such action, considering in each case the relative interest of the Partnership, each Limited Partner and the General Partner, to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. So long as the General Partner acts, based on the foregoing sentence, in good faith and in a manner consistent with the foregoing sentence, the resolution or action so made or taken by the General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein. (c) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever in this Agreement the General Partner is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and and, except as set forth in Section 2.11(b) in the case of a conflict of interest, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or otherwise other applicable law. (d) The General Partner may consult with the legal counsel and accountants and any act or omission suffered or taken by the General Partner on behalf of the Partnership in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel or accountants will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants were selected with reasonable care.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Trust Agreement shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by law.such Indemnified Person; (b) Notwithstanding anything Unless otherwise expressly provided herein and subject to the contrary in provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Covered Person; or (ii) whenever this Trust Agreement or under applicable lawany other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, whenever or provides terms that are, fair and reasonable to the Trust or any Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any (c) Whenever in this Trust Agreement the General Partner an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Trust Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as "discretion" or under a grant of similar authority the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between a Partnership Covered Persons and a Partnership Indemnified Person, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Partnership Covered Persons, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.or

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable lawDeclaration.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered Person acting pursuant to under this Agreement and the terms, conditions and limitations of this Securityholders Agreement shall not be liable to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement and the Securityholders Agreement. The provisions of this Agreement and the Securityholders Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement, the Securityholders Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles; provided that the Board shall vote on the adequacy of any such resolution of conflict of interest by the Covered Person, making such adjustments to such resolution as the Board in its sole discretion sees fit; and provided further that if such Covered Person is a Member Manager, such Covered Person shall not vote with the Board on the adequacy of such resolution. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement, the Securityholders Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise. (c) Whenever in this Agreement or in the General Partner Securityholders Agreement a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision (i) in its capacity as the General Partner"discretion" or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Company or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement, the Securityholders Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) Whenever a conflict of interest exists or arises between Covered Persons, or (ii) Whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and GAAP; provided that the Manager shall vote on the adequacy of any such resolution of conflict of interest by the Covered Person, making such adjustments to such resolution as the Manager in his sole discretion sees fit; and provided further that if such Covered Person is a Manager, such Covered Person shall not vote with the Manager on the adequacy of such resolution. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise, (c) Whenever in this Agreement the General Partner a Covered Person is permitted or required to make a decision decision (i) In its “discretion” or take an action under a grant of similar authority or omit to do any of the foregoing acting solely in its capacity as the General Partnerlatitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Company or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in or (ii) In its “good faith” or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.

Fiduciary Duty. (ai) To the extent that, at law or in equity, a Covered Person Director has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPerson, a Covered Person Director acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person the Directors otherwise existing at law or equity, in equity are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Directors. (bii) Unless otherwise expressly provided herein: whenever a conflict of interest exists or arises between any Director or any of its Affiliates, on the one hand, and the Company or any Shareholders or any other Person, on the other hand; or whenever this Agreement or any other agreement contemplated herein or therein provides that the Directors shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, any Shareholders or any other Person, the Directors shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) in such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Directors, the resolution, action or terms so made, taken or provided by the Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Directors at law or in equity or otherwise. (iii) Notwithstanding anything to the contrary in the any other provision of this Agreement or under otherwise applicable law, whenever in this Agreement the General Partner is Directors are permitted or required to make a decision in their "discretion" or take an action or omit to do any under a grant of the foregoing acting solely in its capacity as the General Partnersimilar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Directors shall be entitled to consider only such interests and factors as it desiresthey desire, including its their own interests, and and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipCompany, any of the Partnership’s Affiliates, any Limited Partner Shareholders or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Directors shall act under such express standard and shall not be subject to any other or different standard imposed standard. (iv) Any Director and any Affiliate of any Director may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Company and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Director. No Director who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Director shall not be liable to the Company or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Director pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Shareholders shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Any Director may engage or be interested in any financial or other applicable lawtransaction with the Company, the Shareholders or any Affiliate of the Company or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to LLC, any Limited Partner Controlled Affiliate thereof or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementMember, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to LLC, any Limited Partner Controlled Affiliate thereof or any Affiliate of any Limited Partner (or other Person) Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything to Unless otherwise expressly provided herein, whenever a conflict of interest exists or arises between the contrary Manager Member and any other Member or the LLC (or any Controlled Affiliate thereof) (other than in the case of any action permitted to be taken by the Manager Member in its “discretion” or “sole discretion”, with respect to which this sentence shall not be applicable)), the Manager Member shall resolve such conflict of interest considering the relative interests of each party (including its own interest) to such conflict and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. A resolution reached by the Manager Member of a conflict of interest described in the preceding sentence shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Manager Member at law or in equity or otherwise unless the Managing Member did not act in good faith. (c) Whenever in this Agreement the General Partner Manager Member is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner“discretion” or “sole discretion” or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Manager Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give reach any consideration to any interest of or factors affecting the Partnership, any decision it may select regardless of the Partnership’s Affiliatesreasons therefor, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision (ii) in its “good faith” or under another express standard, the General Partner Manager Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (d) Wherever in this Agreement a factual determination is called for and the applicable provision of this Agreement does not indicate what party or parties are to make the applicable factual determination, and/or the applicable standard to be used in making the factual determination, such determination shall be made by the Manager Member in the exercise of reasonable discretion.

Fiduciary Duty. (a) To Subject to the relevant provisions of the New York Act and other applicable law, to the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise. 49 Nothing in this Section 10.3 shall be deemed to otherwise limit the rights of the Members under applicable lawSections 6.3, whenever 6.4 and 6.5 hereof. (c) Whenever in this Agreement the General Partner a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (a) in its capacity as the General Partner"discretion" or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Company or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (b) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (d) Notwithstanding anything herein to the contrary, Pilevsky shall have no fiduciary duties to the Company.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner Partnership, its Controlled Affiliates or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartner, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner Partnership, its Controlled Affiliates or any Affiliate of any Limited Partner (for his, her or other Person) for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand restrict or restrict eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything to Unless otherwise expressly provided herein, whenever a conflict of interest exists or arises between the contrary General Partner and any other Partner or the Partnership (or its Controlled Affiliates) (other than in the case of any action permitted to be taken by the General Partner in its “discretion” or “sole discretion” or under a standard of similar authority or latitude, with respect to which this sentence shall not be applicable), the General Partner shall resolve such conflict of interest considering the relative interests of each party (including its own interest) to such conflict and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. A resolution reached by the General Partner of any such conflict of interest shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the General Partner at law or in equity or otherwise unless the General Partner did not act in good faith. (c) Whenever in this Agreement the General Partner is permitted or required to make a decision or take an action provide its agreement or omit to do any of the foregoing acting solely consent (i) in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included ”, under a standard of similar authority or latitude, or in the specific provisions absence of this Agreement)any specified standard to the contrary, and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give reach any consideration to any interest of or factors affecting the Partnership, any decision it may select regardless of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely reasons therefor and in its capacity as the General Partnersole discretion, is permitted or required to make a decision (ii) in its “good faith” or under another express standard, the General Partner shall act under such express standard standard, and in either such case the General Partner shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (d) Wherever in this Agreement a factual determination is called for and the applicable provision of this Agreement does not indicate what party or parties are to make the applicable factual determination, and/or the applicable standard to be used in making the factual determination, such determination shall be made by the General Partner in the exercise of reasonable discretion.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Person and any Indemnified Person; or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership LLC or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementMember, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership LLC or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager Member and any other Member the resolution or manner of resolution of which is not specifically provided for herein, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager Member shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary LLC or any Member, the Manager Member shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager Member, the resolution, action or term so made, taken or provided by the Manager Member shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Manager Member at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Manager Member is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"sole discretion" or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Manager Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner LLC or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” ", "reasonable discretion" or under another express standard, the General Partner Manager Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (d) Wherever in this Agreement a factual determination is called for and the applicable provision of this Agreement does not indicate what party or parties are to make the applicable factual determination, and/or the applicable standard to be used in making the factual determination, such determination shall be made by the Manager Member in the exercise of its good faith discretion.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein provides that an Indemnified Person shall act in a manner that is, or provides terms that 38 are, fair and reasonable to the contrary Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Trust Agreement shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by law.such Indemnified Person; (b) Notwithstanding anything Unless otherwise expressly provided herein and subject to the contrary in provisions of the Trust Indenture Act: (i) whenever a conflict of interest exists or arises between an Indemnified Person and any Covered Person; or (ii) whenever this Trust Agreement or under any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust or any Holder of Trust Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Trust Agreement or any other agreement contemplated herein or (c) Whenever in this Trust Agreement the General Partner an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Trust Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered an Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement Declaration shall not be liable to the Partnership Trust or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this AgreementDeclaration. The provisions of this AgreementDeclaration, to the extent that they expand or restrict the duties and liabilities of a Covered an Indemnified Person otherwise existing at law or equityin equity (other than the duties imposed on the Property Trustee under the Trust Indenture Act), are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between any Covered Persons; or (ii) whenever this Declaration or any other agreement contemplated herein or therein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust or any Holder of Securities, each Covered Person or Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the Agreement relative interest of each party (including its own interest) to such conflict, agreement, transaction or under situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable lawgenerally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, whenever the resolution, action or term so made, taken or provided by the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner Declaration an Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Trust or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely ; or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement Declaration or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCovered Person, a Covered Person acting pursuant to under this Agreement or the terms, conditions and limitations of this Securityholders Agreement shall not be liable to the Partnership Company or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Covered Person for its good faith reliance on the provisions of this Agreement or the Securityholders Agreement. The provisions of this Agreement or the Securityholders Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by lawPerson. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement, the Securityholders Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles; PROVIDED that the Board shall vote on the adequacy of any such resolution of conflict of interest by the Covered Person, making such adjustments to such resolution as the Board in its sole discretion sees fit; and PROVIDED FURTHER that if such Covered Person is a Member Manager, such Covered Person shall not vote with the Board on the adequacy of such resolution. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement, the Securityholders Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise. (c) Whenever in this Agreement or the General Partner Securityholders Agreement a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision (i) in its capacity as the General Partner"discretion" or under a grant of similar authority or latitude, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Company or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement, the Securityholders Agreement or other applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Partner- ship or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Partnership Covered Persons, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely (i) in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Partnership Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPartnership Covered Person, a Covered Partnership Indemnified Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Partnership Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Partnership Indemnified Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Partnership Indemnified Person. (b) Notwithstanding anything Unless otherwise expressly provided herein, whenever a conflict of interest exists or arises between Partnership Covered Persons, or (ii) whether this Agreement or any other agreement contemplated herein or therein provides that a Partnership Indemnified Person shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Partnership or any Partner, the Partnership Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Partnership Indemnified Person, the resolution, action or term so made, taken or provided by the Partnership Indemnified Person shall not constitute a breach of this Agreement or under applicable law, whenever any other agreement contemplated herein or of any duty or obligation of the Partnership Indemnified Person at law or in equity or otherwise. (c) Whenever in this Agreement the General Partner a Partnership Indemnified Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner"discretion" or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Partnership Indemnified Person shall be entitled to consider only such interests and factors as it desires, including its own interestsinterest, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner Partnership or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely or (ii) in its capacity as the General Partner, is permitted or required to make a decision in its “"good faith” " or under another express standard, the General Partner Partnership Indemnified Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other by applicable law.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementCompany, a Covered Person acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Company for such Covered Person) for its ’s good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the such Covered Person to the extent permitted by law. (b) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever Person. Whenever in this Agreement the General Partner a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decisions in its capacity as the General Partnergood faith, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any relevant provisions of law or in equity or otherwise. To the fullest extent permitted by applicable law (including Section 18-1101(c) of the Act) and except as otherwise provided herein, no manager, director or Member (or any of its affiliates) shall have any duty (fiduciary or otherwise), at law or in equity, or any liability relating thereto, to the Company, or to any other applicable lawMember (or affiliate thereof) with respect to or in connection with the Company or its business or affairs. To the fullest extent permitted under the Act, it is expressly acknowledged and agreed that Covered Persons may act in accordance with the interests of the Member (or any of its affiliates) that appointed such Covered Person in considering matters that may come before the Covered Persons for their consideration and shall have no liability to the Company or the other Members for breach of the fiduciary duty of loyalty as a result of any action taken or approval given by a Covered Person that inures to the benefit of the Member (or any of its affiliates) that appointed such Covered Person. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such person’s or entity’s professional or expert competence.

Fiduciary Duty. (ai) To the extent that, at law or in equity, a Covered Person Director has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Company, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this AgreementPerson, a Covered Person Director acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Company, the Shareholders or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person the Directors otherwise existing at law or equity, in equity are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawsuch Directors. (bii) Unless otherwise expressly provided herein: whenever a conflict of interest exists or arises between any Director or any of its Affiliates, on the one hand, and the Company or any Shareholders or any other Person, on the other hand; or whenever this Agreement or any other agreement contemplated herein or therein provides that the Directors shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, any Shareholders or any other Person, the Directors shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) in such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Directors, the resolution, action or terms so made, taken or provided by the Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Directors at law or in equity or otherwise. (iii) Notwithstanding anything to the contrary in the any other provision of this Agreement or under otherwise applicable law, whenever in this Agreement the General Partner is Directors are permitted or required to make a decision in their “discretion” or take an action or omit to do any under a grant of the foregoing acting solely in its capacity as the General Partnersimilar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Directors shall be entitled to consider only such interests and factors as it desiresthey desire, including its their own interests, and and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipCompany, any of the Partnership’s Affiliates, any Limited Partner Shareholders or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted ; or required to make a decision in its “good faith” or under another express standard, the General Partner Directors shall act under such express standard and shall not be subject to any other or different standard imposed standard. (iv) Any Director and any Affiliate of any Director may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Company and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Director. No Director who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Director shall not be liable to the Company or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that such Director pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company. Neither the Company nor any Shareholders shall have any rights or obligations by virtue of this Agreement or the relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Company, shall not be deemed wrongful or improper. Any Director may engage or be interested in any financial or other applicable lawtransaction with the Company, the Shareholders or any Affiliate of the Company or the Shareholders.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership Trust, the Beneficiaries or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in Person, the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person Trustee acting pursuant to the terms, conditions and limitations of under this Agreement shall not be liable to the Partnership Trust, the Beneficiaries or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person the Trustee otherwise existing at law or equity, in equity are agreed by the Partners (and any other Person bound by or having rights pursuant parties hereto to this Agreement) to modify to that extent replace such other duties and liabilities of the Covered Person to the extent permitted by lawTrustee. (b) Notwithstanding anything Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between the Trustee or any of his Affiliates, on the one hand, and the Trust or any Beneficiaries or any other Person, on the other hand; or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Trustee shall act in a manner that is, or provides terms that are, fair and reasonable to the contrary Trust, any Beneficiaries or any other Person, the Trustee shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Trustee, the resolution, action or terms so made, taken or provided by the Trustee shall not constitute a breach of this Agreement or under any other agreement contemplated herein or of any duty or obligation of the Trustee at law or in equity or otherwise. (c) Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement the General Partner Trustee is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely decision: (i) in its capacity as the General Partner“discretion” or under a grant of similar authority, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner Trustee shall be entitled to consider only such interests and factors as it desires, including its own interests, and and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the PartnershipTrust, any of the Partnership’s Affiliates, any Limited Partner Beneficiaries or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision ; or (ii) in its “good faith” or under another express standard, the General Partner Trustee shall act under such express standard and shall not be subject to any other or different standard imposed standard. (d) The Trustee and any Affiliate of the Trustee may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Trustee. No Trustee who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust shall have any duty to communicate or offer such opportunity to the Trust, and such Trustee shall not be liable to the Trust or to the Beneficiaries for breach of any fiduciary or other duty by reason of the fact that such Trustee pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Beneficiary shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Any Trustee may engage or be interested in any financial or other applicable lawtransaction with the Beneficiaries or any Affiliate of the Trust or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Trust or the Beneficiaries or their Affiliates.

Fiduciary Duty. (a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person with any equity interest in the Partnership) or other Person bound by (or having rights pursuant to) the terms of this Agreement, a Covered Person acting pursuant to the terms, conditions and limitations of this Agreement shall not be liable to the Partnership or to any Limited Partner or any Affiliate of any Limited Partner (or other Person) for its reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at law or equity, are agreed by the Partners (and any other Person bound by or having rights pursuant to this Agreement) to modify to that extent such other duties and liabilities of the Covered Person to the extent permitted by law. (b) Notwithstanding anything to the contrary in the Agreement or under applicable law, whenever in this Agreement the General Partner is permitted or required to make a decision or take an action or omit to do any of the foregoing acting solely in its capacity as the General Partner, the General Partner shall, except where an express standard is set forth, be entitled to make such decision in its sole and absolute discretion (and the words “in its sole and absolute discretion” should be deemed inserted therefor in each case in association with the words “General Partner,” whether or not the words “sole and absolute discretion” are actually included in the specific provisions of this Agreement), and in so acting in its sole and absolute discretion the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any of the Partnership’s Affiliates, any Limited Partner or any other Person. To the fullest extent permitted by applicable law, if pursuant to this Agreement the General Partner, acting solely in its capacity as the General Partner, is permitted or required to make a decision in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (c) The General Partner may consult with legal counsel and accountants and any act or omission suffered or taken by the General Partner on behalf of the Partnership in reliance upon and in accordance with the advice of such counsel or accountants will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants were selected with reasonable care.