Common use of Additional Issuances of Interests Clause in Contracts

Additional Issuances of Interests. (a) In order to raise capital for Newco LP operations or to acquire assets, to redeem or retire Newco LP debt, or for any other valid Newco LP purposes, General Partner may, subject to the provisions of this Section 8.1, from time to time determine that it is in the best interests of Newco LP to cause Newco LP to issue additional interests in Newco LP to the Limited Partners or other Persons and to admit such other Persons to Newco LP as Additional Limited Partners pursuant to Section 8.4. General Partner shall determine the consideration for and the terms and conditions with respect to any future issuance of interests in Newco LP. (b) Subject to clause (h) below, General Partner shall not issue any interests in Newco LP unless it first delivers to each Limited Partner and Note Investor (each such Person being referred to in this Section 8.1 as a "Buyer") a written notice (the "Notice of Proposed Issuance") specifying the type and amount of such interests that Newco LP then intends to issue (the "Offered Interests"), all of the material terms, including the price (cash or non-cash) upon which Newco LP proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 8.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price. (c) During the ten (10) consecutive day period commencing on the date Newco LP delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner prior to the expiration of the Ten Day Period. (d) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 8.1 shall be referred to as its "Proportionate Share." (e) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (f) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (g) Notwithstanding the foregoing, the rights described in this Section 8.1 shall not apply with respect to the issuance of Excluded Securities. (h) Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in Newco LP without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the "New Purchaser") agrees in writing to take such interests subject to the provisions of this Section 8.1(h). In such event the following provisions shall apply: (i) Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the "Notice of Issuance") specifying the type and amount of such interests that Newco LP has issued (the "Issued Interests"), all of the material terms, including the price (the "Issued Interest Price") at which Newco LP issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance. (ii) During the ten (10) consecutive day period commencing on the date Newco LP or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the "Issuance Ten Day Period"), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period. (iii) Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests. (iv) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (v) Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser. (vi) Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.

Additional Issuances of Interests. (a) In order to raise capital for Newco LP the Partnership operations or to acquire assets, to redeem or retire Newco LP Partnership debt, or for any other valid Newco LP Partnership purposes, General Partner may, subject to the provisions of this Section 8.19.1, from time to time determine that it is in the best interests of Newco LP the Partnership to cause Newco LP the Partnership to issue additional interests in Newco LP the Partnership to the Limited Partners or other Persons and to admit such other Persons to Newco LP the Partnership as Additional Limited Partners pursuant to Section 8.49.4. General Partner shall determine the consideration for and the terms terns and conditions with respect to any future issuance of interests in Newco LPthe Partnership. (b) Subject to clause (h) below, General Partner shall not issue any interests in Newco LP the Partnership unless it first delivers to each Limited Partner and Note Investor (each such Person being referred to in this Section 8.1 9.1 as a "“Buyer"”) a written notice (the "“Notice of Proposed Issuance"”) specifying the type and amount of such interests that Newco LP the Partnership then intends to issue (the "“Offered Interests"”), all of the material terms, including the price (cash or non-cash) upon which Newco LP the Partnership proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 8.1 9.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price. (c) During the ten (10) consecutive day period commencing on the date Newco LP the Partnership delivers to all of the Buyers the Notice of Proposed Issuance (the "“Ten Day Period"”), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner prior to the expiration of the Ten Day Period. (d) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 8.1 9.1 shall be referred to as its "“Proportionate Share."” (e) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (f) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (g) Notwithstanding the foregoing, the rights described in this Section 8.1 9.1 shall not apply with respect to the issuance of Excluded Securities. (h) Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in Newco LP the Partnership without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the "“New Purchaser"”) agrees in writing to take such interests subject to the provisions of this Section 8.1(h9.1(h). In such event the following provisions shall apply: (i) Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the "“Notice of Issuance"”) specifying the type and amount of such interests that Newco LP the Partnership has issued (the "“Issued Interests"”), all of the material terms, including the price (the "“Issued Interest Price"”) at which Newco LP the Partnership issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance. (ii) During the ten (10) consecutive day period commencing on the date Newco LP the Partnership or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the "“Issuance Ten Day Period"”), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash or br non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period. (iii) Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests. (iv) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (v) Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser. (vi) Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.

Additional Issuances of Interests. (a) In order to raise capital for Newco LP Company operations or to acquire assets, to redeem or retire Newco LP Company debt, or for any other valid Newco LP Company purposes, General Partner the Board may, subject to the consent of the Members provided in Section 5.2 and the provisions of this Section 8.19.1, from time to time determine that it is in the best interests of Newco LP the Company to cause Newco LP the Company to issue additional interests in Newco LP the Company to the Limited Partners Members or other Persons and to admit such other Persons to Newco LP the Company as Additional Limited Partners Members pursuant to Section 8.49.5. General Partner shall The Board shall, subject to the consent of the Members provided in Section 5.2, determine the consideration for and the terms and conditions with respect to any future issuance of interests in Newco LPthe Company. (b) Subject to clause (h) below, General Partner The Company shall not issue any interests in Newco LP the Company unless it first delivers to each Limited Partner and Note Investor Member (each such Person being referred to in this Section 8.1 9.1 as a "Buyer") a written notice (the "Notice of Proposed Issuance") specifying the type and amount of such interests that Newco LP the Company then intends to issue (the "Offered Interests"), all of the material terms, including the price (which shall be a cash or non-cashprice) upon which Newco LP the Company proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 8.1 9.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price. (c) During the ten (10) consecutive day period commencing on the date Newco LP the Company delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner the Company prior to the expiration of the Ten Day Period. (d) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 8.1 9.1 shall be referred to as its "Proportionate Share." (e) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (f) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner the Company shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (g) Notwithstanding the foregoing, the rights described in this Section 8.1 9.1 shall not apply with respect to the issuance of Excluded Securities. (h) Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in Newco LP without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the "New Purchaser") agrees in writing to take such interests subject to the provisions of this Section 8.1(h). In such event the following provisions shall apply: (i) Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the "Notice of Issuance") specifying the type and amount of such interests that Newco LP has issued (the "Issued Interests"), all of the material terms, including the price (the "Issued Interest Price") at which Newco LP issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance. (ii) During the ten (10) consecutive day period commencing on the date Newco LP or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the "Issuance Ten Day Period"), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period. (iii) Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests. (iv) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (v) Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser. (vi) Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.

Additional Issuances of Interests. (a) In order to raise capital for Newco MSV LP operations or to acquire assets, to redeem or retire Newco MSV LP debt, or for any other valid Newco MSV LP purposes, General Partner may, subject to the provisions of this Section 8.1, from time to time determine that it is in the best interests of Newco MSV LP to cause Newco MSV LP to issue additional interests in Newco MSV LP to the Limited Partners or other Persons and to admit such other Persons to Newco MSV LP as Additional Limited Partners pursuant to Section 8.4. General Partner shall determine the consideration for and the terms and conditions with respect to any future issuance of interests in Newco MSV LP. (b) Subject to clause (h) below, General Partner shall not issue any interests in Newco MSV LP unless it first delivers to each Limited Partner and Note Investor (each such Person being referred to in this Section 8.1 as a "BuyerBUYER") a written notice (the "Notice of Proposed IssuanceNOTICE OF PROPOSED ISSUANCE") specifying the type and amount of such interests that Newco MSV LP then intends to issue (the "Offered InterestsOFFERED INTERESTS"), all of the material terms, including the price (cash or non-cash) upon which Newco MSV LP proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 8.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, providedPROVIDED, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price. (c) During the ten (10) consecutive day period commencing on the date Newco MSV LP delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day PeriodTEN DAY PERIOD"), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner prior to the expiration of the Ten Day Period. (d) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 8.1 shall be referred to as its "Proportionate SharePROPORTIONATE SHARE." (e) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (f) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (g) Notwithstanding the foregoing, the rights described in this Section 8.1 shall not apply with respect to the issuance of Excluded Securities. (h) Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in Newco MSV LP without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the "New PurchaserNEW PURCHASER") agrees in writing to take such interests subject to the provisions of this Section 8.1(h). In such event the following provisions shall apply: (i) Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the "Notice of IssuanceNOTICE OF ISSUANCE") specifying the type and amount of such interests that Newco MSV LP has issued (the "Issued InterestsISSUED INTERESTs"), all of the material terms, including the price (the "Issued Interest PriceISSUED INTEREST PRICE") at which Newco MSV LP issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance. (ii) During the ten (10) consecutive day period commencing on the date Newco MSV LP or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the "Issuance Ten Day PeriodISSUANCE TEN DAY PERIOD"), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period. (iii) Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests. (iv) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (v) Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser. (vi) Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.

Additional Issuances of Interests. (a) In order to raise capital for Newco MSV LP operations or to acquire assets, to redeem or retire Newco MSV LP debt, or for any other valid Newco MSV LP purposes, General Partner may, subject to the provisions of this Section 8.1, from time to time determine that it is in the best interests of Newco MSV LP to cause Newco MSV LP to issue additional interests in Newco MSV LP to the Limited Partners or other Persons and to admit such other Persons to Newco MSV LP as Additional Limited Partners pursuant to Section 8.4. General Partner shall determine the consideration for and the terms and conditions with respect to any future issuance of interests in Newco MSV LP. (b) Subject to clause (h) below, General Partner shall not issue any interests in Newco MSV LP unless it first delivers to each Limited Partner and Note Investor (each such Person being referred to in this Section 8.1 as a "Buyer") a written notice (the "Notice of Proposed Issuance") specifying the type and amount of such interests that Newco MSV LP then intends to issue (the "Offered Interests"), all of the material terms, including the price (cash or non-cash) upon which Newco MSV LP proposes to issue the Offered Interests and stating that the Buyers shall have the right to purchase the Offered Interests in the manner specified in this Section 8.1 for the same price per share and in accordance with the same terms and conditions specified in such Notice of Proposed Issuance, provided, that if such price consists of non-cash consideration, a Buyer may purchase the Offered Interest with the same type and amount of non-cash consideration described in such Notice of Proposed Issuance or, may instead, pay for such Offered Interests with the cash equivalent of such price. (c) During the ten (10) consecutive day period commencing on the date Newco MSV LP delivers to all of the Buyers the Notice of Proposed Issuance (the "Ten Day Period"), the Buyers shall have the option to purchase up to all of the Offered Interests at the same price and upon the same terms and conditions specified in the Notice of Proposed Issuance. Each Buyer electing to purchase Offered Interests must give written notice of its election to General Partner prior to the expiration of the Ten Day Period. (d) Each Buyer shall have the right to purchase up to that percentage of the Offered Interests equal to the Percentage Interest then held by such Buyer. The amount of such Offered Interests that each Buyer is entitled to purchase under this Section 8.1 shall be referred to as its "Proportionate Share." (e) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Offered Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Offered Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Offered Interests by so indicating in their written notice given during the Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Offered Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (f) If all of the Offered Interests have not been purchased by the Buyers pursuant to the foregoing provisions, then General Partner shall have the right, until the expiration of one hundred eighty (180) consecutive days commencing on the first day immediately following the expiration of the Ten Day Period, to issue the Offered Interests not purchased by the Buyers at not less than, and on terms no more favorable in any material respect to the purchaser(s) thereof than, the price and terms specified in the Notice of Proposed Issuance. If such remaining Offered Interests are not issued within such period and at such price and on such terms, the right to issue in accordance with the Notice of Proposed Issuance shall expire and the provisions of this Agreement shall continue to be applicable to the Offered Interests. (g) Notwithstanding the foregoing, the rights described in this Section 8.1 shall not apply with respect to the issuance of Excluded Securities. (h) Notwithstanding the foregoing, General Partner may proceed with the issuance of interests in Newco MSV LP without first following the procedures in clauses (b)-(f) above, provided that the purchaser of such interests (the "New Purchaser") agrees in writing to take such interests subject to the provisions of this Section 8.1(h). In such event the following provisions shall apply: (i) Within ten (10) days following the issuance of such interests, General Partner or the New Purchaser shall issue to each Buyer a written notice (the "Notice of Issuance") specifying the type and amount of such interests that Newco MSV LP has issued (the "Issued Interests"), all of the material terms, including the price (the "Issued Interest Price") at which Newco MSV LP issued the Issued Interests and stating that the Buyers shall have the right to purchase Issued Interests in the manner specified below for the same price per Unit and in accordance with the same terms and conditions specified in such Notice of Issuance. (ii) During the ten (10) consecutive day period commencing on the date Newco MSV LP or the New Purchaser delivers to all of the Buyers the Notice of Issuance (the "Issuance Ten Day Period"), the Buyers shall have the option to purchase up to all of the Issued Interests for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price and upon the same terms and conditions specified in the Notice of Issuance. Each Buyer electing to purchase Issued Interests must give written notice of its election to the deliverer of the Notice of Issuance prior to the expiration of the Issuance Ten Day Period. (iii) Each Buyer shall have the right to purchase from the New Purchaser up to that percentage of the Issued Interests equal to the Proportionate Share held by such Buyer immediately prior to the issuance of the Issued Interests. (iv) Each Buyer shall have a right of oversubscription such that if any other Buyer fails to elect to purchase his or its full Proportionate Share of the Issued Interests, the other Buyer(s) shall, among them, have the right to purchase up to the balance of such Issued Interests not so purchased. The Buyers may exercise such right of oversubscription by electing to purchase more than their Proportionate Share of the Issued Interests by so indicating in their written notice given during the Issuance Ten Day Period. If, as a result thereof, such oversubscription elections exceed the total number of the Issued Interests available in respect to such oversubscription privilege, the oversubscribing Buyers shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Proportionate Share or as they may otherwise agree among themselves. (v) Any Issued Interests that have not been purchased by the Buyers pursuant to the foregoing provisions shall remain owned by the New Purchaser. (vi) Notwithstanding anything in this clause (h) to the contrary, in the event the Buyers elect, within the Issuance Ten Day Period, to purchase less than all of the Issued Interests then, in lieu of the Buyers purchasing Issued Interests from the New Purchaser, General Partner may elect to issue directly to such Buyers, for the same type and amount per Issued Interest of cash or non-cash consideration paid by the New Purchaser or cash in an amount equivalent in value to the Issued Interest Price, an equivalent amount of additional securities that are identical to the Issued Interests in all material respects.