Form of Amended and Restated Agreement of Limited Partnership - Enterprise Lou-Tex Propylene Pipeline, LP

EXHIBIT 10.16

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P.

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P.

TABLE OF CONTENTS

ARTICLE I: DEFINITIONS
	1.01			Certain Definitions			2
	1.02			Other Definitions			4
	1.03			Construction			4
ARTICLE II: ORGANIZATION
	2.01			Formation and Continuation			4
	2.02			Name			4
	2.03			Offices			4
	2.04			Purposes			4
	2.05			Certificate; Foreign Qualification			5
	2.06			Term			5
	2.07			Merger			5
ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS
	3.01			Partners			5
	3.02			No Dispositions of Partnership Interests			5
	3.03			Additional Partnership Interests			5
ARTICLE IV: CAPITAL CONTRIBUTIONS
	4.01			Initial Contributions			6
	4.02			Subsequent Contributions			6
	4.03			Advances by Partners			6
	4.04			Capital Accounts			6
ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS
	5.01			Allocations			7
	5.02			Distributions			8
ARTICLE VI: MANAGEMENT AND OPERATION
	6.01			Management of Partnership Affairs			9
	6.02			Compensation			9
	6.03			Standards and Conflicts			9
	6.04			Indemnification			10
	6.05			Power of Attorney			10
ARTICLE VII: RIGHTS OF LIMITED PARTNERS
	7.01			Information			10
	7.02			Withdrawal			11
	7.03			Consents and Voting			11

	7.04			Meetings			11
ARTICLE VIII: TAXES
	8.01			Tax Returns			12
	8.02			Tax Elections			12
	8.03			Tax Matters Partner			12
ARTICLE IX: BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
	9.01			Maintenance of Books			12
	9.02			Reports			12
	9.03			Accounts			13
ARTICLE X: WITHDRAWAL, BANKRUPTCY, ETC. OF GENERAL PARTNER
	10.01			Withdrawal, Bankruptcy, Etc. of General Partner			13
	10.02			Conversion of Interest			14
ARTICLE XI: DISSOLUTION, LIQUIDATION, AND TERMINATION
	11.01			Dissolution			14
	11.02			Liquidation and Termination			14
	11.03			Termination			16
ARTICLE XII: GENERAL PROVISIONS
	12.01			Offset			16
	12.02			Notices			16
	12.03			Entire Agreement; Supersedure			16
	12.04			Effect of Waiver or Consent			16
	12.05			Amendment or Modification			16
	12.06			Binding Effect			16
	12.07			Governing Law; Severability			16
	12.08			Further Assurances			17
	12.09			Waiver of Certain Rights			17
	12.10			Indemnification			17
	12.11			Counterparts			17

EXHIBITS:

     A            Names, Addresses and Sharing Ratios of Partners

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P.

     This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENTERPRISE LOU-TEX PROPYLENE PIPELINE L.P., a Texas limited partnership (the “Partnership”) is made and entered into as of                     , 2007, (the “Effective Date”) by and among the Partners (as defined below).

RECITALS

     WHEREAS, the Partnership was formed under the laws of the State of Texas by the Original General Partner’s filing with the Secretary of State of Texas on August 25, 1999 an Original Certificate of Limited Partnership and the execution by the Original General Partner and Original Limited Partner of an Agreement of Limited Partnership (as amended to date, the “Original Agreement”) effective as of August 25, 1999 (the “Organization Date”);

     WHEREAS, the Original General Partner entered into that certain Contribution, Conveyance and Assumption Agreement by and among DEP Holdings, LLC, Duncan Energy Partners L.P. (“MLP”), DEP OLPGP, LLC and DEP Operating Partnership, L.P. on the Effective Date (the “Contribution Agreement”) whereby the Original General Partner contributed its 66% general partner interest in the Partnership (the “GP Interest”) to MLP as consideration for the receipt of proceeds raised in the initial public offering of MLP;

     WHEREAS, pursuant to the Contribution Agreement, MLP contributed the GP interest to the General Partner as a capital contribution;

     WHEREAS, the General Partner and the Limited Partners now desire to amend the Original Agreement to reflect (i) the contribution of the GP Interest from the Original General Partner to the General Partner, (ii) the withdrawal of the Original General Partner as general partner of the Partnership, (iii) the conversion of the Original General Partner’s remaining 33% of the General Partner Interests into Limited Partner Interests and admittance of EPD OLP to the Partnership as a limited partner and (iv) the substitution of the General Partner as the general partner of the Partnership; and

     WHEREAS, the parties now desire to amend and restate the Original Agreement to set forth their agreements with respect to this Partnership as set forth below and intend for this Agreement to supersede the Original Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived from them, and other good and valuable consideration, the receipt and the sufficiency of which each Partner acknowledges and confesses, the Partners agree as follows:

ARTICLE I: DEFINITIONS

     1.01 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

     “Act” means the Texas Revised Limited Partnership Act and any successor statute, as amended from time to time.

     “Agreement” means this Amended and Restated Agreement of Limited Partnership of Enterprise Lou-Tex Propylene Pipeline L.P., as it may be amended, modified or supplemented in accordance with the provisions below.

     “Allocation Regulations” means Treas. Reg. §§ 1.704-1(b), 1.704-2 and 1.703-3 (including any temporary regulations) as such regulations may be amended and in effect from time to time and any corresponding provision of succeeding regulations.

     “Bankrupt Partner” means any Partner (whether the General Partner or a Limited Partner) with respect to which an event of the type described in Section 4.02(a)(4) or (5) of the Act has occurred, subject to the lapsing of any period of time therein specified.

     “Business Day” means any day other than a Saturday, a Sunday, or a holiday on which banks in the State of Texas generally are closed.

     “Capital Contribution” means any contribution by a Partner to the capital of the Partnership.

     “Carrying Value” means (a) with respect to property contributed to the Partnership, the fair market value of such property at the time of contribution reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Partners’ capital accounts, (b) with respect to any property whose value is adjusted pursuant to the Allocation Regulations, the adjusted value of such property reduced (but not below zero) by all depreciation and cost recovery deductions charged to the Partners’ capital accounts and (c) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination.

     “Certificate” means the Certificate of Amendment of Certificate of Limited Partnership of the Partnership, as filed with the Secretary of State of the State of Texas on                     , 2007, and as amended or restated from time to time.

     “Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

     “Contribution Agreement” has the meaning set forth in the recitals.

     “DEP OLP” means DEP Operating Partnership, L.P., a Delaware limited partnership.

     “Dispose” or “Disposition” means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance, or the acts of the foregoing.

     “Effective Date” has the meaning set forth in the first paragraph of this Agreement.

     “EPD OLP” means Enterprise Products Operating L.P., a Delaware limited partnership.

     “General Partner” means (a) DEP OLP or (b) any other Person subsequently admitted to the Partnership as the general partner as provided in this Agreement, but does not include any Person who has ceased to be the general partner in the Partnership.

     “GP Interest” has the meaning set forth in the recitals.

     “Limited Partner” means EPD OLP, PPP or any other Person subsequently admitted to the Partnership as a limited partner as provided in this Agreement, but does not include any Person who has ceased to be a limited partner in the Partnership.

     “MLP” has the meaning set forth in the recitals.

     “Omnibus Agreement” means the Omnibus Agreement between EPD OLP, DEP Holdings, LLC, MLP, DEP OLPGP, LLC, DEP OLP, Enterprise Lou-Tex Propylene Pipeline L.P., Acadian Gas, LLC, Mont Belvieu Caverns, LLC, South Texas NGL Pipelines, LLC and the Partnership, dated                     , 2007, as amended or restated from time to time.

     “Original Agreement” means the Agreement of Limited Partnership of the Partnership as of the Organization Date.

     “Organization Date” has the meaning given that term in the recitals.

     “Original Certificate” means the Certificate of Limited Partnership as filed with the Secretary of State of the State of Texas on August 25, 1999.

     “Original General Partner” means EPD OLP.

     “Original Limited Partner” means PPP.

     “Partner” means the General Partner or any Limited Partner.

     “Partnership” has the meaning given that term in the first paragraph.

     “Partnership Interest” means the interest of a Partner in the Partnership, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

     “Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     “PPP” means Propylene Pipeline Partnership, L.P., a Texas limited partnership.

     “Required Interest” means one or more Limited Partners having among them more than 50% of the Sharing Ratios of all Limited Partners in their capacities as such.

     “Sharing Ratio” subject in each case to adjustments in accordance with this Agreement or in connection with Dispositions of Partnership Interests, (a) in the case of a Partner executing this Agreement as of the date of this Agreement or a Person acquiring such Partner’s Partnership Interest, the percentage specified for that Partner as its Sharing Ratio on Exhibit A, (b) in the case of Membership Interests issued pursuant to Section 3.03, the Sharing Ratio established pursuant thereto and (c) in the case of a Partnership Interest issued under Section 10.01(c) or 10.02, the Sharing Ratio established in that provision; provided, however, that the total of all Sharing Ratios shall always equal 100%.

     1.02 Other Definitions. Other terms defined in this Agreement have the meanings so given them.

     1.03 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes.

ARTICLE II: ORGANIZATION

     2.01 Formation and Continuation. The Partnership has been previously formed as a limited partnership pursuant to the provisions of the Act. The General Partner and the Limited Partners hereby amend and restate in its entirety the Original Agreement. Subject to the provisions of this Agreement, the General Partner and the Limited Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act. This amendment and restatement shall become effective on the date of this Agreement.

     2.02 Name. The name of the Partnership is “Enterprise Lou-Tex Propylene Pipeline L.P.” and all Partnership business must be conducted in that name or such other names that comply with applicable law as the General Partner may select from time to time.

     2.03 Offices. The registered office of the Partnership in the State of Texas shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Texas or any other jurisdiction shall be such Person or Persons as the General Partner may designate from time to time. The principal office of the Partnership in the United States shall be at such place as the General Partner may designate from time to time, which need not be in the State of Texas, and the Partnership shall maintain records there as required by the Act. The Partnership may have such other offices as the General Partner may designate from time to time.

     2.04 Purposes. The purposes of the Partnership are to engage in any business or activity that now or in the future may be necessary, incidental, proper, advisable, or convenient to accomplish the foregoing purpose (including, without limitation, obtaining appropriate

financing) and that is not forbidden by the law of the jurisdiction in which the Partnership engages in that business.

     2.05 Certificate; Foreign Qualification. The General Partner has executed and caused to be filed with the Secretary of State of Texas a Certificate, amending the Original Certificate filed on August 25, 1999 and containing information required by the Act. Prior to the Partnership’s conducting business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Texas and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.

     2.06 Term. The Partnership commenced on August 25, 1999, when the Original Certificate first was properly filed with the Secretary of State of Texas and shall continue in existence until its business and affairs are wound up following dissolution automatically at the close of Partnership business on December 31, 2050 unless (i) the Partners unanimously agree to extend the term of the Partnership for a longer duration or (ii) the Partnership is earlier dissolved pursuant to the provisions hereof.

     2.07 Merger. The Partnership may engage in mergers, but only with the unanimous consent of the Partners.

ARTICLE III: PARTNERS AND PARTNERSHIP INTERESTS

     3.01 Partners. The general partner is DEP OLP, which is admitted to the Partnership as a general partner effective with the filing of the Certificate with the Secretary of State of the State of Texas. The limited partners are EPD OLP, which is admitted to the Partnership as a limited partner effective with the filing of the Certificate with the Secretary of State of the State of Texas and PPP, which was admitted to the Partnership as a limited partner effective with the commencement of the Partnership.

     3.02 No Dispositions of Partnership Interests. Except as set forth in Article 4 of the Omnibus Agreement, the Partnership Interests may not be Disposed of, and any purported Disposition of the Partnership Interests shall be null and void.

     3.03 Additional Partnership Interests. Additional Partnership Interests may be created and issued to new or existing Partners only in compliance with the provisions in Article 5 of the Omnibus Agreement. The Partnership shall be bound by the terms of such Omnibus Agreement.

ARTICLE IV: CAPITAL CONTRIBUTIONS

     4.01 Initial Contributions. The Partners have previously contributed (whether through actual contributions or as a result of their acquisition of their Partnership Interests from MLP) to the Partnership those assets which are currently listed as assets of the Partnership on the Partnership’s books and records.

     4.02 Subsequent Contributions. Additional Capital Contributions shall be made only with the unanimous consent of the Partners.

     4.03 Advances by Partners. If the Partnership does not have sufficient cash to pay its obligations, the General Partner, or any Limited Partner(s) that may agree to do so with the General Partner’s consent, may advance all or part of the needed funds to or on behalf of the Partnership. Payment by the General Partner on account of liability as a matter of law for Partnership obligations is deemed to be an advance under this Section 4.03. An advance described in this Section 4.03 constitutes a loan from the Partner to the Partnership, bears interest at a rate determined by the General Partner (and, if applicable, the Limited Partner making the advance) from the date of the advance until the date of payment, and is not a Capital Contribution.

     4.04 Capital Accounts. A capital account shall be established and maintained for each Partner. Each Partner’s capital account (a) shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the fair market value of property contributed by that Partner to the Partnership (net of liabilities secured by the contributed property that the Partnership is considered to assume or take subject to under section 752 of the Code), and (iii) allocations to that Partner of Partnership income and gain (or items of income and gain), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i), and (b) shall be decreased by (i) the amount of money distributed to that Partner by the Partnership, (ii) the fair market value of property distributed to that Partner by the Partnership (net of liabilities secured by the distributed property that the Partner is considered to assume or take subject to under section 752 of the Code), (iii) allocations to that Partner of expenditures of the Partnership described in section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items of loss and deduction), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (b)(iii) above and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii). The Partners’ capital accounts also shall be maintained and adjusted as permitted by the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Partners of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). A Partner that has more than one Partnership Interest shall have a single capital account that reflects all its Partnership Interests, regardless of the class of Partnership Interests owned by that Partner and regardless of the time or manner in which those Partnership Interests were acquired.

ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS

     5.01 Allocations.

          (a) Except as otherwise set forth in Section 5.01(b), for purposes of maintaining the capital accounts and in determining the rights of the Partners among themselves, all items of income, gain, loss, deduction, and credit of the Partnership shall be allocated among the Partners in accordance with their Sharing Ratios.

          (b) The following special allocations shall be made prior to making any allocations provided for in 5.01(a) above:

     (i) Minimum Gain Chargeback. Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2) for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this subsection 5.01(b)(i), then items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in such Minimum Gain (as determined pursuant to Treas. Reg. § 1.704-2(g)(2)). It is the intent of the Partners that any allocation pursuant to this subsection 5.01(b)(i) shall constitute a “minimum gain chargeback” under Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith.

     (ii) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article 5, except subsection 5.01(b)(i), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as generally defined under Treas. Reg. § 1.704-1 or § 1.704-2), during any taxable year, any Partner who has a share of the Partner Nonrecourse Debt Minimum Gain shall be allocated such amount of income and gain for such year (and subsequent years, if necessary) determined in the manner required by Treas. Reg. § 1.704-2(i)(4) as is necessary to meet the requirements for a chargeback of Partner Nonrecourse Debt Minimum Gain.

     (iii) Qualified Income Offset. Except as provided in subsection 5.01(b)(i) and (ii) hereof, in the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. Sections 1.704-1(b)(2)(i)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specifically allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the deficit balance, if any, in its adjusted capital account created by such adjustments, allocations or distributions as quickly as possible.

     (iv) Gross Income Allocations. In the event any Partner has a deficit balance in its adjusted capital account at the end of any Partnership taxable period, such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an

allocation pursuant to this subsection 5.01(b)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its adjusted capital account after all other allocations provided in this Section 5.01 have been tentatively made as if subsection 5.01(b)(iv) were not in the Agreement.

     (v) Partnership Nonrecourse Deductions. Partnership Nonrecourse Deductions (as determined under Treas. Reg. Section 1.704-2(c)) for any fiscal year shall be allocated among the Partners in proportion to their Partnership Interests.

     (vi) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions (as defined under Treas. Reg. Section 1.704-2(i)(2)) shall be allocated pursuant to Treas. Reg. Section 1.704-2(i) to the Partner who bears the economic risk of loss with respect to the partner nonrecourse debt to which it is attributable.

     (vii) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their capital accounts are required to be adjusted pursuant to the Allocation Regulations.

     (viii) Curative Allocation. The special allocations set forth in subsections 5.01(b)(i)-(vi) (the “Regulatory Allocations”) are intended to comply with the Allocation Regulations. Notwithstanding any other provisions of this Section 5.01, the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners such that, to the extent possible, the net amount of allocations of such items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred.

          (c) For federal income tax purposes, except as otherwise required by the Code, the Allocation Regulations or the following sentence, each item of Partnership income, gain, loss, deduction and credit shall be allocated among the Partners in the same manner as corresponding items are allocated in Section 5.01(a). Notwithstanding any provisions contained herein to the contrary, solely for federal income tax purposes, items of income, gain, depreciation, gain or loss with respect to property contributed or deemed contributed to the Partnership by a Partner or whose value is adjusted pursuant to the Allocation Regulations shall be allocated among the Partners so as to take into account the variation between the Partnership’s tax basis in such property and its Carrying Value in the manner provided under section 704(c) of the Code and Treas. Reg. Section 1.704-3(d) (i.e. the “remedial method”).

     5.02 Distributions.

          (a) At least once each month prior to commencement of winding up under Section 11.02, the General Partner shall determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the General Partner shall cause the Partnership to distribute to the Partners, in accordance with their Sharing Ratios, an amount in cash equal to that excess.

          (b) From time to time the General Partner also may cause property of the Partnership other than cash to be distributed to the Partners, which distribution must be made in accordance with their Sharing Ratios and may be made subject to existing liabilities and obligations. Immediately prior to such a distribution, the capital accounts of the Partners shall be adjusted as provided in Treas. Reg. § 1.704-1(b)(2)(iv)(f).

ARTICLE VI: MANAGEMENT AND OPERATION

     6.01 Management of Partnership Affairs.

          (a) Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by nonwaivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner may make all decisions and take all actions for the Partnership not otherwise provided for in this Agreement.

          (b) A Limited Partner may not act for or on behalf of the Partnership, do any act that would be binding on the Partnership, or incur any expenditures on behalf of the Partnership.

          (c) Any Person dealing with the Partnership, other than a Limited Partner, may rely on the authority of the General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

     6.02 Compensation. The General Partner is not entitled to compensation for its services as General Partner, but it is entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of its service in that capacity in accordance with this Agreement, including for the portion of its overhead reasonably allocable to Partnership activities.

     6.03 Standards and Conflicts.

          (a) Except as provided otherwise in this Agreement, the General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. THE GENERAL PARTNER IS LIABLE FOR ERRORS OR OMISSIONS IN PERFORMING ITS DUTIES WITH RESPECT TO THE PARTNERSHIP ONLY IN THE CASE OF BAD FAITH, GROSS NEGLIGENCE, OR BREACH OF THE PROVISIONS OF THIS AGREEMENT, BUT NOT OTHERWISE. The General Partner