Common use of Resolution of Conflicts of Interest Clause in Contracts

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between a General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by it, on the one hand, and the Partnership, the MLP or any Partner, on the other hand, any resolution or course of action 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 the MLP 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 is or, by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee may also adopt a resolution or course of action that has not received Special Approval. Each General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and the Audit 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 such General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and, if applicable, the Audit 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 a General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (or the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itAffiliates, on the one hand, and the Partnership, the MLP MLP, any Partner or any PartnerAssignee, on the other handother, 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 the MLP 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 is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the Partnership and the MLP and, in any proceeding brought by any Limited Partner or by or on behalf of such conflict Limited Partner or course any other Limited Partners or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of actionovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each The General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (and the Audit 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 such the General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (and, if applicable, the Audit Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require a the General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (or the Audit Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itAffiliates, on the one hand, and the Partnership, the MLP MLP, any Partner or any PartnerAssignee, on the other handother, any resolution or course of action by the General Partner or its Affiliates 36 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 the MLP 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 is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee 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 of such conflict or course of actionaction that has not received Special Approval. Any Special Approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the Partnership and the MLP and, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and the Audit Committee in connection with Special Approval) Partner 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 such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and, if applicable, the Audit Committee) Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (or the Audit Committee) Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between a any of the General Partner Partners or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by ittheir Affiliates, on the one hand, and the Partnership, the MLP Operating Partnership, any Partner or any PartnerAssignee, on the other handother, any resolution or course of action by the Managing 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 the MLP Operating Partnership 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 is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of actionresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the Managing General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Audit Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each The Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and including the Audit 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 78 139 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 such the Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and, if applicable, including the Audit 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 a the Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (or including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the Managing General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation. (b) Whenever this Agreement or any other agreement contemplated hereby provides that the Managing General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Managing General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the Managing General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation.. In addition, any actions taken by the Managing General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the Managing General Partner to the Partnership or the Limited Partners. The Managing General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the Managing General Partner shall be deemed to constitute a breach of any duty of the Managing General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partners or their Affiliates (including in their capacities as Limited Partners) to exceed 1% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units. 79 140

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itAffiliates, on the one hand, and the Partnership, the MLP Operating Partnership, any Partner or any PartnerAssignee, on the other handother, 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 the MLP Operating Partnership 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 is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized authorized, but not required in connection with its resolution of such conflict of interest interest, to seek Special Approval of a resolution such resolution; provided, however, that, without obtaining Special Approval, no Group Member shall acquire any assets or business from the General Partner or any of its Affiliates (other than another Group Member) the purchase price of which will exceed greater than 5% of the gross (undepreciated) book value of property, plant and equipment as reflected on the Partnership's consolidated balance sheet as of the end of the calendar three-month or annual period next preceding the date of any such conflict or course of actionacquisition. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each The General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (and the Audit Conflicts Committee in connection with any 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 such the General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (and, if applicable, the Audit 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 a the General Partner, Partnership Policy Committee member or representative of Partner (including the Partnership on the NBPL Management Committee (or the Audit Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Genesis OLP Partnership Agreement, whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itAffiliates, on the one hand, and the Partnership, the MLP Genesis OLP or any Partner, on the other handother, 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 the MLP Genesis OLP Partnership Agreement, of any agreement contemplated herein or thereinherein, or of any duty stated or implied by law or equity, if the resolution or course of action is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of actionresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Audit Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and including the Audit 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 such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and, if applicable, including the Audit 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 a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (or including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itAffiliates, on the one hand, and the Partnership, the MLP Operating Partnership, any Partner or any PartnerAssignee, on the other handother, any resolution or course of action 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 the MLP Operating Partnership 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 is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each Subject to Sections 6.3(b) and 6.16, the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received Special Approval. Each ​ The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and including the Audit 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 (including such General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and, if applicable, the Audit 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 a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (or the including such Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter shall not constitute a breach of this Agreement (subject to any limitations set forth in Sections 6.3(b), 6.15 and 6.16) or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or the MLP Agreement(including in Section 6.2(b)), whenever a potential conflict of interest exists or arises between a the General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by itGP Affiliates, on the one hand, and the Partnership, the MLP Partnership or any Partner, on the other handother, any resolution or course of action by the General Partner or such GP Affiliate(s) 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 the MLP Agreement, of any agreement contemplated herein or thereinherein, or of any duty stated or implied by law or equity, if the resolution or course of action is oris, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner shall be authorized but not required in connection with its the resolution of such conflict of interest to seek the approval from Partners holding a majority of outstanding Units (other than 41 those held by any Delinquent Partners) (a "Special Approval Approval") of a resolution of such conflict or course of action. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by a Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair 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). A The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner may also adopt a resolution or course of action that has not received a Special Approval. Each The General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (and the Audit Committee in connection with Partners determining to grant a 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 such the General PartnerPartner (or, Partnership Policy Committee member or representative as applicable, each of the Partnership on the NBPL Management Committee (and, if applicable, the Audit CommitteePartners) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to to, nor shall it be construed to to, require a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner (or the Audit CommitteePartners) to consider the interests of any Person other than the Partnership. In the absence of bad faith by a the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action or terms so made, taken or provided by such the General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee Partner with respect to such matter matters shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.