Common use of Standards of Conduct and Modification of Duties Clause in Contracts

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In any proceeding brought by the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors a) Unless otherwise expressly provided in this Agreement or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement Agreement, whenever a potential conflict of interest exists or arises between one or more Directors or their respective Affiliates, on the one hand, and the Company or any other agreement contemplated hereby Group Member, on the other, any resolution or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, course of action by the Board or its Affiliates in respect of Directorssuch conflict of interest shall be permitted and, such committee or such Affiliates causing to the General Partner to do sofullest extent permitted by law, shall make such determination or take or decline to take such other action in good faith deemed approved by all Members, and shall not be subject to constitute a breach of this Agreement or of any higher standard contemplated hereby duty stated or under implied by law or equity, including any fiduciary duty, if the Delaware Act resolution or any other lawcourse of action in respect of such conflict of interest is (i) approved by Special Approval, rule or regulation or at equity. A determination, other action or failure to act (ii) approved by the General Partner, the Board vote of Directors a majority of the General Partner or any committee thereof (including the Conflicts Committee) will be deemed to be in good faith unless the General PartnerClass A Membership Interest, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) on terms no less favorable to the Company than those generally being provided to or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) available from unrelated third parties or (iv) fair and reasonable to the Company, taking into account the totality of the first sentence relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board shall be authorized but not required in connection with its resolution of Section 7.9(c)such conflict of interest to seek Special Approval of such resolution, as applicable; provided, further, that if and the Board may also adopt a resolution or course of Directors action that has not received Special Approval. If Special Approval is not sought and the Board determines that the resolution or course of action taken with respect to a conflict of interest is on terms no less favorable to the General Partner Company than those generally being provided to or available from unrelated third parties or that the resolution or course of action taken with respect to a conflict of interest is making a determination that a director satisfies fair and reasonable to the eligibility requirements to be a member of a Conflicts CommitteeCompany, then in lieu thereofsuch resolution or course of action shall be permitted and, such determination will be to the fullest extent permitted by law, deemed to be in good faith for approved by all purposes the Members, and shall not constitute a breach of this Agreement unless or of any duty stated or implied by law or equity, including any fiduciary duty. In connection with any such approval by the Board, it shall be presumed that, in making its decision, the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In acted in good faith, and in any proceeding brought by the Partnership, any Limited Partner, Member or any Person who acquires an interest in a Partnership Interest by or on behalf of such Member or any other Person who is bound by this Agreement Member or the Company challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determination, action or failure to act was not in good faithpresumption.

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors a) Unless otherwise expressly provided in this Agreement or any committee Group Member Agreement, whenever a potential conflict of the Board of Directors (including the Conflicts Committee), makes a determination interest exists or takes or declines to take any other action, or any Affiliates of arises between the General Partner cause or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner to do soor its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, in its capacity as the general partner and shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, of any Group Member Agreement or Agreement, of any other agreement contemplated hereby herein or otherwisetherein, thenor of any duty stated or implied by law or equity, unless another express standard if the resolution or course of action in respect of such conflict of interest is provided for in this Agreement(i) approved by Special Approval, (ii) approved by the General Partner, vote of a majority of the Board of Directors, such committee or such Affiliates causing Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to do sothe Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall make be authorized but not required in connection with its resolution of such determination or take or decline conflict of interest to take seek Special Approval of such other action in good faith resolution, and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors of the General Partner determines that the resolution or any committee thereof (including the Conflicts Committee) will be deemed course of action taken with respect to be in good faith unless the General Partner, the Board a conflict of Directors interest satisfies either of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard standards set forth in clause clauses (iii) or (iv) of the first sentence of Section 7.9(c)above, as applicable; providedthen it shall be presumed that, furtherin making its decision, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be acted in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In faith, and in any proceeding brought by the Partnership, any Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or by or on behalf of such Limited Partner or Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors a) Unless otherwise expressly provided in this Agreement or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board whenever a potential conflict of Directors, such committee interest exists or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of arises between the General Partner or any committee thereof of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Conflicts Committee) will Partnership). The General Partner shall be deemed authorized but not required in connection with its resolution of such conflict of interest to be in good faith unless seek Special Approval of such resolution, and the General Partner, Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board board of Directors directors of the General Partner determines that the resolution or any committee thereof (including the Conflicts Committee) believed such determination, other course of action or failure taken with respect to act was adverse to the interests a conflict of interest satisfies either of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard standards set forth in clause clauses (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committeeabove, then it shall be presumed that, in lieu thereofmaking its decision, such determination will be deemed to be the board of directors acted in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In faith, and in any proceeding brought by the Partnership, any Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or by or on behalf of such Limited Partner or Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.

Standards of Conduct and Modification of Duties. (a)Whenever a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard 77 contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard set forth in clause (iii) or (iv) of the first sentence of Section 7.9(c), as applicable; provided, further, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In any proceeding brought by the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

Standards of Conduct and Modification of Duties. (a)Whenever a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (and the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as the General Partner (and, if applicable, the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (or the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the Board of Directors resolution, action or any committee of the Board of Directors (including the Conflicts Committee)terms so made, makes a determination taken or takes or declines to take any other action, or any Affiliates of provided by the General Partner cause the General Partner with respect to do so, in its capacity as the general partner such matter shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby herein or otherwise, then, unless another express a breach of any standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee care or such Affiliates causing the General Partner to do so, shall make such determination duty imposed herein or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby therein or under the Delaware Act or any other law, rule or regulation or at equityregulation. A determination, other action or failure to act by the General Partner, the Board of Directors of If Special Approval is not sought and the General Partner determines that the resolution or any committee thereof (including the Conflicts Committee) will be deemed course of action taken with respect to be in good faith unless the General Partner, the Board a conflict of Directors interest satisfies either of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard standards set forth in clause clauses (iii) or (iv) of the first sentence of Section 7.9(c)above, as applicable; providedthen it shall be presumed that, furtherin making its decision, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be acted in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In faith, and in any proceeding brought by the Partnership, any Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or by or on behalf of such Limited Partner or Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, action or failure to act was the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not in good faithconstitute a breach of this Agreement.

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors a) Unless otherwise expressly provided in this Agreement or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board whenever a potential conflict of Directors, such committee interest exists or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of arises between the General Partner or any committee thereof of its Affiliates or an Indemnitee, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates or an Indemnitee in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Conflicts Committee) will Partnership). The General Partner shall be deemed authorized but not required in connection with its resolution of such conflict of interest to be in good faith unless seek Special Approval of such resolution, and the General Partner, Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard standards set forth in clause clauses (iii) or (iv) of the first sentence of Section 7.9(c)above, as applicable; providedthen it shall be presumed that, furtherin making its decision, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be acted in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In faith, and in any proceeding brought by the Partnership, any Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest by or on behalf of such Limited Partner or any other Person who is bound by this Agreement Limited Partner or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determination, action or failure to act was not in good faithpresumption.

Standards of Conduct and Modification of Duties. (a)Whenever the General Partner, the Board of Directors a) Unless otherwise expressly provided in this Agreement or any committee Group Member Agreement, whenever a potential conflict of the Board of Directors (including the Conflicts Committee), makes a determination interest exists or takes or declines to take any other action, or any Affiliates of arises between the General Partner cause or any of its Affiliates, on the one hand, and the Partnership, any Partnership Entity, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner to do soor its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, in its capacity as the general partner and shall not constitute a breach of the Partnership as opposed to in its individual capacity, whether under this Agreement, of any Group Member Agreement or Agreement, of any other agreement contemplated hereby herein or otherwisetherein, thenor of any duty stated or implied by law or equity, unless another express standard if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the MLP General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided for to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in this Agreementconnection with its resolution of such conflict of interest to seek Special Approval of such resolution, the General Partner, the Board of Directors, such committee or such Affiliates causing and the General Partner to do so, shall make such determination may also adopt a resolution or take or decline to take such other course of action in good faith that has not received Special Approval. If Special Approval is not sought and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner determines that the resolution or any committee thereof (including course of action taken with respect to a conflict of interest satisfies the Conflicts Committee) will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership; provided, that if the Board of Directors of the General Partner is making a determination or taking or declining to take an action pursuant to clause (iii) or clause (iv) of the first sentence of Section 7.9(c), then in lieu thereof, such determination or other action or inaction will be deemed to be in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed such determination, other action or inaction did not meet the standard standards set forth in clause clauses (iii) or (iv) of the first sentence of Section 7.9(c)above, as applicable; providedthen it shall be presumed that, furtherin making its decision, that if the Board of Directors of the General Partner is making a determination that a director satisfies the eligibility requirements to be a member of a Conflicts Committee, then in lieu thereof, such determination will be deemed to be acted in good faith for all purposes of this Agreement unless the Board of Directors of the General Partner believed that the director did not satisfy the eligibility requirements to be a member of the Conflicts Committee. In faith, and in any proceeding brought by the Partnership, any Limited Partner, Partner or any Person who acquires an interest in a Partnership Interest Assignee or by or on behalf of such Limited Partner or Assignee or any other Person who is bound by this Agreement Limited Partner or Assignee or the Partnership challenging such action, determination or failure to actapproval, the Person bringing or prosecuting such proceeding shall have the burden of proving that overcoming such determinationpresumption. Notwithstanding anything to the contrary in this Agreement, action or failure to act was not the existence of the conflicts of interest described in good faiththe Registration Statement are hereby approved by all Partners.