Common use of Additional Issuances of Units Clause in Contracts

Additional Issuances of Units. (a) The Board shall not offer to sell or otherwise issue additional Units to any Person unless (i) (x) the Board’s resolutions authorizing the sale or issuance of such additional Units describes in reasonable detail the Company’s business purpose for undertaking, and the terms of, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts and (ii) the Board shall have complied with Section 3.6(b). (b) Subject to compliance with Section 3.6(a) above, prior to offering to sell or otherwise issue additional Units, the Board shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. (c) The provisions of this Section 3.6 shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person (subject to Section 6.6); or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board (except that if NBPCo Holdings’ Percentage Interest shall be greater than 20% immediately prior to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance in accordance with Section 3.6(b) to the extent necessary to maintain its Percentage Interest at 20%); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation Agreements.

Additional Issuances of Units. (a) The Board of Managers shall not offer to sell or otherwise issue additional Units to any Person unless Person, including to any other Member, unless: (i) (x) the Board’s resolutions authorizing the sale or issuance of such additional Units describes describe in reasonable detail the Company’s business purpose for undertaking, and the terms of, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary advisable for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts ; and (ii) the Board of Managers shall have complied with this Section 3.6(b)3.6 and, if applicable, Section 7.4.2. (b) Subject to compliance with Section 3.6(a) above, prior Prior to offering to sell or otherwise issue additional Units, the Board of Managers shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board of Managers is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. The Members shall have a period of 30 days to accept such offer (or, in the case of a sale or issuance to any Person who is not, prior to such sale or issuance, a Member of the Company, 10 days). In the event any Member (a “Non-Participating Member”) does not purchase all of the additional Units offered to such Member pursuant to the first sentence of this Section 3.6(b), the Board of Managers shall offer the Members that elect to purchase their entire pro rata share of the additional Units offered to such Members pursuant to the first sentence of this Section 3.6(b) the right to purchase the additional Units not purchased by the Non-Participating Member on a pro rata basis in accordance with their respective Percentage Interests (or in any other manner they may unanimously agree upon in writing), which offer the applicable Members may accept by providing notice of such acceptance to the Company within five days after such offer. This Section 3.6(b) may not be amended without the consent of each Member that would be adversely impacted by such amendment. (c) Upon expiration of the periods described in Section 3.6(b), the Company shall be entitled to offer, issue or sell such additional Units that the Members have not elected to purchase during the 180 days following such expiration on terms and conditions not materially more favorable to the purchasers thereof than those offered to the Members pursuant to Section 3.6(b). Any additional Units proposed to be offered, issued or sold by the Company after such 180-day period, or offered, issued or sold by the Company during such 180-day period on terms or conditions materially more favorable than those offered to the Members pursuant to Section 3.6(b), must be reoffered to the Members in accordance with the terms of this Section 3.6 prior to any such offer, issuance or sale. (d) The provisions of this Section 3.6 shall not apply to: (i) Units which that are issued in order to acquire the assets or business of another Person (subject to Section 6.6)Person; or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which that are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board (except that if NBPCo Holdings’ Percentage Interest shall be greater than 20% immediately prior to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance in accordance with Section 3.6(b) to the extent necessary to maintain its Percentage Interest at 20%); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation AgreementsManagers.

Additional Issuances of Units. (a) The Board shall not offer to sell or otherwise issue additional Units to any Person Person, including to any other Member, unless (i) (x) the Board’s resolutions authorizing the sale or issuance of such additional Units describes describe in reasonable detail the Company’s business purpose for undertaking, and the terms of, such proposed issuance or issuance, (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary advisable for the Company or (z) the Units are issued pursuant to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts Section 3.6(c); and (ii) the Board shall have complied with Section Sections 3.6(b) and 3.6(c). (b) Subject to compliance with Section 3.6(a) above, prior Prior to offering to sell or otherwise issue additional Units, the Board shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. The Members shall have a period of thirty (30) days to accept such offer (or, in the case of a sale or issuance to any Person who is not, prior to such sale or issuance, a Member of the Company, ten (10) days). This Section 3.6(b) may not be amended without the consent of each Member that would be adversely impacted by such amendment. (c) Concurrent Issuance of Units and National Units. The Board shall not offer to sell or otherwise issue additional Units unless such offer shall be concurrent with National’s board of managers’ offer to sell or otherwise issue the same percentage of the National Units as the percentage of Units the Board is offering to sell or otherwise issue to the same Member(s) or the same Person(s) who, prior to such sale or issuance, is not a Member of the Company or National, it being understood that the Units and the National Units shall only be sold or otherwise issued together to the same Person(s), except that the National Units or the Units may be sold or otherwise issued to Leucadia and/or its Permitted Transferees as if they are the same Person(s). As a result, the Percentage Interest (in the Company) of any Member shall at all times be the same as such Member’s National Percentage Interest; provided, that, the Percentage Interest (in the Company) of Leucadia and its Permitted Transferees shall be aggregated together, and the National Percentage Interest of Leucadia and its Permitted Transferees shall also be aggregated together, for the purposes of this Section 3.6(c). (d) The provisions of this Section 3.6 Sections 3.6(a)(i)(x), 3.6(a)(i)(y), 3.6(a)(ii) and 3.6(b) shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person (subject to Section 6.6)Person; or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board (except that if NBPCo Holdings’ Percentage Interest shall be greater than 20% immediately prior to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance in accordance with Section 3.6(b) to the extent necessary to maintain its Percentage Interest at 20%); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation AgreementsBoard.

Additional Issuances of Units. (a) The Board of Managers shall not offer to sell or otherwise issue additional Units to any Person unless Person, including to any other Member, unless: (i) (x) the Board’s 's resolutions authorizing the sale or issuance of such additional Units describes describe in reasonable detail the Company’s 's business purpose for undertaking, and the terms of, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary advisable for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts ; and (ii) the Board of Managers shall have complied with this Section 3.6(b)3.6 and, if applicable, Section 7.4.2. (b) Subject to compliance with Section 3.6(a) above, prior Prior to offering to sell or otherwise issue additional Units, the Board of Managers shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board of Managers is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. The Members shall have a period of 30 days to accept such offer (or, in the case of a sale or issuance to any Person who is not, prior to such sale or issuance, a Member of the Company, 10 days). In the event any Member (a "Non-Participating Member") does not purchase all of the additional Units offered to such Member pursuant to the first sentence of this Section 3.6(b), the Board of Managers shall offer the Members that elect to purchase their entire pro rata share of the additional Units offered to such Members pursuant to the first sentence of this Section 3.6(b) the right to purchase the additional Units not purchased by the Non-Participating Member on a pro rata basis in accordance with their respective Percentage Interests (or in any other manner they may unanimously agree upon in writing), which offer the applicable Members may accept by providing notice of such acceptance to the Company within five days after such offer. This Section 3.6(b) may not be amended without the consent of each Member that would be adversely impacted by such amendment. (c) Upon expiration of the periods described in Section 3.6(b), the Company shall be entitled to offer, issue or sell such additional Units that the Members have not elected to purchase during the 180 days following such expiration on terms and conditions not materially more favorable to the purchasers thereof than those offered to the Members pursuant to Section 3.6(b) Any additional Units proposed to be offered, issued or sold by the Company after such 180-day period, or offered, issued or sold by the Company during such 180-day period on terms or conditions materially more favorable than those offered to the Members pursuant to Section 3.6(b), must be reoffered to the Members in accordance with the terms of this Section 3.6 prior to any such offer, issuance or sale. (d) The provisions of this Section 3.6 shall not apply to: (i) Units which that are issued in order to acquire the assets or business of another Person (subject to Section 6.6)Person; or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which that are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board (except that if NBPCo Holdings’ Percentage Interest shall be greater than 20% immediately prior to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance in accordance with Section 3.6(b) to the extent necessary to maintain its Percentage Interest at 20%); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation AgreementsManagers.

Additional Issuances of Units. (a) The Board shall not offer Subject to sell the reservation of Units pursuant to the terms of this Agreement or otherwise issue additional Units pursuant to any Person unless resolution of the Board and to the other restrictions on issuance set forth herein (including compliance with the provisions of Section 2.2(d)) and in the other agreements to which the Company is a party, the Company shall issue authorized but unissued Units at such times and from time to time, to such Persons, in such amounts, at such price and on such other terms and conditions as shall be determined and approved by the Board, in which event, (i) (x) the Board’s resolutions authorizing the sale or issuance all Unitholders shall be diluted in an equal manner with respect to such issuance, subject to differences in rights and preferences of such additional Units describes in reasonable detail the Company’s business purpose for undertakingdifferent classes, groups and the terms ofseries of equity securities, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts and (ii) the Board shall have complied with the power to amend the Unit Ownership Ledger to reflect such additional issuances and dilution without the approval or consent of any other Person, provided, that for the avoidance of doubt, in no event may the Board have the power pursuant to this sentence to amend the preemptive rights provisions in Section 3.6(b). (b2.2(d) Subject to compliance with Section 3.6(a) aboveexclude such additional issuances from the preemptive rights of the Members thereunder. If any Units are repurchased, prior to offering to sell redeemed, or otherwise issue additional reacquired by the Company, such Units shall be cancelled and returned to authorized but unissued Units. Any Person who acquires Equity Securities may be admitted to the Company as a Member pursuant to the terms of Section 2.2(c). In connection with any issuance of Units, the Board Person who acquires such Units shall first offer execute a counterpart to the Members the opportunity this Agreement, accepting and agreeing to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same pricebe bound by all terms and conditions hereof, and on shall enter into such other documents, instruments and agreements to effect such purchase and evidence the same terms and conditionsconditions thereof (including transfer restrictions, vesting and forfeiture or buyback provisions) as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. (c) The provisions of this Section 3.6 shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person (subject to Section 6.6); or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which are issued to employees or consultants pursuant to compensation plans or agreements approved required by the Board (except that if NBPCo Holdings’ Percentage Interest each, an “Equity Agreement”). Each Person who acquires Units shall be greater than 20% immediately prior in exchange for such Units make a Capital Contribution to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance the Company in accordance with Section 3.6(b) such Person’s Equity Agreement or, if none, in an amount to be determined by the extent necessary to maintain Board in its Percentage Interest at 20%sole discretion (which amount may be zero); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation Agreements.

Additional Issuances of Units. (a) The Board shall not offer Subject to sell the reservation of Units pursuant to the terms of this Agreement or otherwise issue additional Units pursuant to any Person unless resolution of the Board and to the other restrictions on issuance set forth herein (including compliance with the provisions of Section 2.2(d)) and in the other agreements to which the Company is a party, the Company shall issue authorized but unissued Units at such times and from time to time, to such Persons, in such amounts, at such price and on such other terms and conditions as shall be determined and approved by the Board, in which event, (i) (x) the Board’s resolutions authorizing the sale or issuance all Unitholders shall be diluted in an equal manner with respect to such issuance, subject to differences in rights and preferences of such additional Units describes in reasonable detail the Company’s business purpose for undertakingdifferent classes, groups and the terms ofseries of equity securities, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts and (ii) the Board shall have complied with the power to amend the Unit Ownership Ledger to reflect such additional issuances and dilution without the approval or consent of any other Person, provided, that for the avoidance of doubt, in no event may the Board have the power pursuant to this sentence to amend the preemptive rights provisions in Section 3.6(b). (b2.2(d) Subject to compliance with Section 3.6(a) aboveexclude such additional issuances from the preemptive rights of the Members thereunder. If any Units are repurchased, prior to offering to sell redeemed, or otherwise issue additional reacquired by the Company, such Units shall be cancelled and returned to authorized but unissued Units. Any Person who acquires Equity Securities may be admitted to the Company as a Member pursuant to the terms of Section 2.2(c). In connection with any issuance of Units, the Board Person who acquires such Units shall first offer execute a counterpart to the Members the opportunity this Agreement, accepting and agreeing to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same pricebe bound by all terms and conditions hereof, and on shall enter into such other documents, instruments and agreements to effect such purchase and evidence the same terms and conditionsconditions thereof (including transfer restrictions, vesting and forfeiture or buyback provisions) as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. (c) The provisions of this Section 3.6 shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person (subject to Section 6.6); or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which are issued to employees or consultants pursuant to compensation plans or agreements approved required by the Board (except that if NBPCo Holdings’ Percentage Interest each, an “Equity Agreement”). Each Person who acquires Units shall be greater than 20% immediately prior in exchange for such Units make a Capital Contribution to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance the Company in accordance with Section 3.6(b) such Person’s Equity Agreement or, if none, in an amount to be determined by the extent necessary to maintain Board in its Percentage Interest at 20%sole discretion (which amount may be zero); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation Agreements.. 13