Common use of Standards for Separate Conduct of Business Clause in Contracts

Standards for Separate Conduct of Business. Any GP Party or any Affiliate thereof, any Designee or any other company in which any Affiliate of the General Partner, or any GP Party or any Affiliate thereof, has an interest or of which a Designee is an owner, director, manager, partner, officer or employee (except for the Management GP, the General Partner and their Subsidiaries) ("Separate Parties") shall be deemed to meet the standards referred to in Sections 2(a)(ii), 2(b)(ii), 2(c)(ii) and 2(d)(ii) if its businesses are conducted entirely through the use of its own personnel and assets and not with the use of any personnel or assets of the Partnership, the General Partner or the Operating Subsidiary. Without limiting the foregoing, such standards will be deemed met with respect to a business opportunity if (a) it is identified by or presented to such Designee or personnel of such Separate Party and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of the Partnership, the Management GP, the General Partner or a Subsidiary of the General Partner during the course of the relationship of such Designee or such Separate Party's personnel with the Partnership, the Management GP, the General Partner or a Subsidiary of the General Partner), and (b) it did not come to the attention of such Designee or such Separate Party's personnel in, and as a direct result of, his or her capacity as a manager of the Management GP or an officer or employee of the General Partner, an Operating Company or a Subsidiary of either; provided that (i) if such opportunity is separately identified by a Designee or a Separate Party or its personnel or separately presented to a Separate Party or its personnel by a person other than such Designee, the Separate Party or such personnel, then the Designee, the Separate Party or its personnel, as applicable, shall be free to pursue such opportunity even if it also came to such person's attention as a result of and in his or her capacity as an owner or manager of the Management GP or a director, manager, officer or employee of the General Partner, an Operating Company or a Subsidiary of either and (ii) if such opportunity is presented to or identified by a Designee, a Separate Party or its personnel other than solely as a result of and in his or her capacity as an owner or manager of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary thereof, such person shall be free to pursue such opportunity even if it also came to such person's attention as a result of and in his or her capacity as an owner or manager of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary of either. Nothing in this Agreement will allow a Designee or personnel of a Separate Party to usurp a corporate opportunity solely for his or her personal benefit (as opposed to pursuing, for the benefit of a Separate Party, an opportunity in accordance with the standards set forth in this Section 5).

Standards for Separate Conduct of Business. Any GP Party or any Affiliate thereof, any Designee or any other company in which any Affiliate of the General Partner, or any GP Party or any Affiliate thereof, has an interest or of which a Designee is an owner, director, manager, partner, officer or employee (except for the Management GP, the General Partner and their Subsidiaries) ("“Separate Parties"”) shall be deemed to meet the standards referred to in Sections 2(a)(ii), 2(b)(ii), 2(c)(ii) and 2(d)(ii) if its businesses are conducted entirely through the use of its own personnel and assets and not with the use of any personnel or assets of the Partnership, the General Partner or the Operating Subsidiary. Without limiting the foregoing, such standards will be deemed met with respect to a business opportunity if (a) it is identified by or presented to such Designee or personnel of such Separate Party and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of the Partnership, the Management GP, the General Partner or a Subsidiary of the General Partner during the course of the relationship of such Designee or such Separate Party's ’s personnel with the Partnership, the Management GP, the General Partner or a Subsidiary of the General Partner), and (b) it did not come to the attention of such Designee or such Separate Party's ’s personnel in, and as a direct result of, his or her capacity as a manager of the Management GP or an officer or employee of the General Partner, an Operating Company or a Subsidiary of either; provided that (i) if such opportunity is separately identified by a Designee or a Separate Party or its personnel or separately presented to a Separate Party or its personnel by a person other than such Designee, the Separate Party or such personnel, then the Designee, the Separate Party or its personnel, as applicable, shall be free to pursue such opportunity even if it also came to such person's ’s attention as a result of and in his or her capacity as an owner or manager of the Management GP or a director, manager, officer or employee of the General Partner, an Operating Company or a Subsidiary of either and (ii) if such opportunity is presented to or identified by a Designee, a Separate Party or its personnel other than solely as a result of and in his or her capacity as an owner or manager of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary thereof, such person shall be free to pursue such opportunity even if it also came to such person's ’s attention as a result of and in his or her capacity as an owner or manager of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary of either. Nothing in this Agreement will allow a Designee or personnel of a Separate Party to usurp a corporate opportunity solely for his or her personal benefit (as opposed to pursuing, for the benefit of a Separate Party, an opportunity in accordance with the standards set forth in this Section 5).

Standards for Separate Conduct of Business. Any GP Party or Union Oil, any Affiliate thereofaffiliate ------------------------------------------- of Union Oil, any Designee or any other company in which any Affiliate of the General Partner, or any GP Party or any Affiliate thereof, Union Oil has an interest or of which a Designee is an owner, a director, manager, partner, officer or employee (except for the Management GP, the General Partner and their Subsidiaries) ("Separate Parties") shall be deemed to meet the standards referred to set forth in Sections 2(a)(ii), 2(b)(ii), 2(c)(ii) and 2(d)(ii) this Section 3 if its businesses are conducted entirely through the use of its own personnel and assets and not with the use of any personnel or assets of the Partnership, the General Partner or the Operating SubsidiaryCompany. Without limiting the foregoing, such standards will be deemed met with respect to a business opportunity only if (a) it is identified by or presented to personnel of Union Oil, such affiliate of Union Oil, such Designee or personnel of such Separate Party other company and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of the Partnership, the Management GP, the General Partner Company in or a Subsidiary of the General Partner during the course of the such Designee's relationship of such Designee or such Separate Party's personnel with the Partnership, the Management GP, the General Partner or a Subsidiary of the General PartnerCompany), and (b) it did not come to the attention of such Designee or such Separate Party's personnel solely in, and as a direct result of, his or her capacity as a manager director of the Management GP or an officer or employee of the General Partner, an Operating Company or a Subsidiary of eitherCompany; provided that (i) if such opportunity is separately identified by a Designee Union Oil or a Separate Party one of its affiliates or its personnel such other company or separately presented to a Separate Party Union Oil or one of its personnel affiliates or such other company by a person other than such Designee, the Separate Party Union Oil, such affiliate or such personnel, then the Designee, the Separate Party or its personnel, as applicable, company shall be free to pursue such opportunity even if it also came to such personthe Designee's attention solely as a result of and in his or her capacity as an owner or manager a director of the Management GP or a director, manager, officer or employee of the General Partner, an Operating Company or a Subsidiary of either and (ii) if such opportunity is presented to or identified by a Designee, a Separate Party or its personnel Designee other than solely as a result of and in his or her capacity as an owner or manager a director of the Management GP Company, Union Oil or an owner such affiliate or employee of the General Partner, an Operating Company or a Subsidiary thereof, such person other company shall be free to pursue such opportunity even if it also came to such personthe Designee's attention as a result of and in his or her capacity as an owner or manager a director of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary of eitherCompany. Nothing in this Agreement will allow a Designee or personnel of a Separate Party to usurp a corporate opportunity solely for his or her personal benefit (as opposed to pursuing, for the benefit of a Separate PartyUnion Oil, an affiliate or Union Oil or any such other company, an opportunity in accordance with the standards set forth in this Section 53).

Standards for Separate Conduct of Business. Any GP Party or Enron, any Affiliate thereofof Enron, any Designee Designee, any Common Officer or any other company Person in which any Affiliate of the General Partner, or any GP Party or any Affiliate thereof, Enron has an interest or of which a Designee or Common Officer is an owner, a director, manager, partner, officer or employee (except for the Management GP, the General Partner and their Subsidiaries) ("Separate Parties") shall be deemed to meet the standards referred to set forth in Sections 2(a)(ii), 2(b)(ii), 2(c)(ii) and 2(d)(ii) this Section 4 if its businesses are business is conducted entirely through the use of its own personnel and assets and not with the use of any personnel or assets of the Partnership, the General Partner or the Operating SubsidiaryEMW. Without limiting the foregoing, such standards will be deemed met with respect to a business opportunity only if (a) it is identified by or presented to such Designee or personnel of Enron, such Separate Party Affiliate of Enron, such Designee, such Common Officer or such other Person and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of the Partnership, the Management GP, the General Partner EMW in or a Subsidiary of the General Partner during the course of the such Designee's or Common Officer's relationship of such Designee or such Separate Party's personnel with the Partnership, the Management GP, the General Partner or a Subsidiary of the General PartnerEMW), and (b) it did not come to the attention of such Designee or such Separate Party's personnel Common Officer solely in, and as a direct result of, his or her capacity as a manager director or officer of the Management GP or an officer or employee of the General Partner, an Operating Company or a Subsidiary of eitherEMW; provided PROVIDED that (i) if such opportunity is separately identified by a Designee Enron or a Separate Party one of its Affiliates or its personnel such other Person, or separately presented to a Separate Party Enron or one of its personnel Affiliates or such other Person by a person Person other than such DesigneeDesignee or Common Officer, the Separate Party Enron, such Affiliate or such personnel, then the Designee, the Separate Party or its personnel, as applicable, other Person shall be free to pursue such opportunity even if it also came to such personthe Designee's or the Common Officer's attention solely as a result of and in his or her capacity as an owner a director or manager officer of the Management GP or a director, manager, officer or employee of the General Partner, an Operating Company or a Subsidiary of either EMW and (ii) if such opportunity is presented to or identified by a Designee, a Separate Party Designee or its personnel Common Officer other than solely as a result of and in his or her capacity as an owner a director or manager officer of the Management GP EMW, Enron or an owner such Affiliate or employee of the General Partner, an Operating Company or a Subsidiary thereof, such person other Person shall be free to pursue such opportunity even if it also came to such personthe Designee's or Common Officer's attention as a result of and in his or her capacity as an owner a director or manager officer of EMW. Any business opportunity that comes to the Management GP attention of a Designee or an owner Common Officer solely as a result of and in his or employee her capacity as a director or officer of EMW, and otherwise not meeting the General Partnerstandards set forth in this Section 4, an Operating Company shall be a business opportunity for EMW and any Designee or a Subsidiary Common Officer shall not be relieved of eitherany duty under applicable law to present such opportunity to EMW nor shall such person be released or indemnified under Section 6 hereof for any failure to do so. Nothing in this Agreement will shall be interpreted to allow a Designee or personnel of Common Officer to pursue a Separate Party to usurp a corporate business opportunity in the Designated Business solely for his or her personal benefit (as opposed to pursuing, for the benefit of a Separate PartyEnron, an opportunity in accordance with the standards set forth in this Section 5Affiliate or Enron or any such other Person).

Standards for Separate Conduct of Business. Any GP Party or Union Oil, any Affiliate thereof------------------------------------------ affiliate of Union Oil, any Designee or any other company in which any Affiliate of the General Partner, or any GP Party or any Affiliate thereof, Union Oil has an interest or of which a Designee is an owner, a director, manager, partner, officer or employee (except for the Management GP, the General Partner and their Subsidiaries) ("Separate Parties") shall be deemed to meet the standards referred to set forth in Sections 2(a)(ii), 2(b)(ii), 2(c)(ii) and 2(d)(ii) this Section 3 if its businesses are conducted entirely through the use of its own personnel and assets and not with the use of any personnel or assets of the Partnership, the General Partner or the Operating SubsidiaryCompany. Without limiting the foregoing, such standards will be deemed met with respect to a business opportunity only if (a) it is identified by or presented to personnel of Union Oil, such affiliate of Union Oil, such Designee or personnel of such Separate Party other company and developed and pursued solely through the use of their personnel and assets (and not based on confidential information disclosed by or on behalf of the Partnership, the Management GP, the General Partner Company in or a Subsidiary of the General Partner during the course of the such Designee's relationship of such Designee or such Separate Party's personnel with the Partnership, the Management GP, the General Partner or a Subsidiary of the General PartnerCompany), and (b) it did not come to the attention of such Designee or such Separate Party's personnel solely in, and as a direct result of, his or her capacity as a manager director of the Management GP or an officer or employee of the General Partner, an Operating Company or a Subsidiary of eitherCompany; provided that (i) if such opportunity is separately identified by a Designee Union Oil or a Separate Party one of its affiliates or its personnel such other company or separately presented to a Separate Party Union Oil or one of its personnel affiliates or such other company by a person other than such Designee, the Separate Party Union Oil, such affiliate or such personnel, then the Designee, the Separate Party or its personnel, as applicable, company shall be free to pursue such opportunity even if it also came to such personthe Designee's attention solely as a result of and in his or her capacity as an owner or manager a director of the Management GP or a director, manager, officer or employee of the General Partner, an Operating Company or a Subsidiary of either and (ii) if such opportunity is presented to or identified by a Designee, a Separate Party or its personnel Designee other than solely as a result of and in his or her capacity as an owner or manager a director of the Management GP Company, Union Oil or an owner such affiliate or employee of the General Partner, an Operating Company or a Subsidiary thereof, such person other company shall be free to pursue such opportunity even if it also came to such personthe Designee's attention as a result of and in his or her capacity as an owner or manager a director of the Management GP or an owner or employee of the General Partner, an Operating Company or a Subsidiary of eitherCompany. Nothing in this Agreement will allow a Designee or personnel of a Separate Party to usurp a corporate opportunity solely for his or her personal benefit (as opposed to pursuing, for the benefit of a Separate PartyUnion Oil, an affiliate or Union Oil or any such other company, an opportunity in accordance with the standards set forth in this Section 53).