Common use of Distributions on Dissolution and Winding Up Clause in Contracts

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Company, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a), equals the aggregate Capital Contributions made by such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01); (c) third, to the Class B Members, pro rata in accordance with their proportionate interest in the outstanding Class B Units, until the Class B Members have received distributions that yield an Internal Rate of Return to the Class B Members, measured from the Effective Date to the date of dissolution, of either (i) seven and three quarters percent (7.75%), if the dissolution occurs prior to the Flip Date, or (ii) eight and three quarters percent (8.75%), if the dissolution occurs after the Flip Date; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c), to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses (b) or (c) of the preceding sentence shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 to exceed eighty percent (80%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) seven eight and three quarters thirty-two hundredths of a percent (7.758.32%), if the dissolution occurs prior to the Flip Date, or (ii) eight nine and three quarters thirty-two hundredths of a percent (8.759.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-nine percent (8099%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the per Class B MembersUnit, measured from the Effective Date to the date of dissolution, of either seven and seventy-seven hundredths of a percent (7.77%); provided, however, that the aggregate amount of distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (c) shall be reduced by an amount equal to the lesser of (x) (i) seven and three quarters percent (7.75%)the Clawback Cap, if the dissolution occurs prior to the Flip Date, or minus (ii) eight the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(f), Section 7.03(b) or Section 7.04(b), respectively, and three quarters (y) (i) two and four-tenths percent (8.752.4%) of the total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), if minus (ii) the dissolution occurs after aggregate amount of any reductions in the Flip DateCall Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(f), Section 7.03(b) or Section 7.04(b), respectively, to the extent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-five percent (8095%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either eleven percent (11%); provided, however, that the aggregate amount of distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (c) shall be reduced by an amount equal to (i) seven and three quarters four percent (7.754%) of the total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), if the dissolution occurs prior to the Flip Date, or minus (ii) eight and three quarters percent (8.75%the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(e), if Section 7.03(b)(iv) through Section 7.03(b)(vi), or Section 7.04(b)(iv) through Section 7.04(b)(vi), respectively, to the dissolution occurs after the Flip Dateextent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-nine percent (8099%) of such proceeds.. 853984.14-WILSR01A - MSW

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) seven six and three quarters percent (7.756.75%), if the dissolution occurs prior to the Flip Date, or (ii) eight and three quarters percent (8.75%), if the dissolution occurs after the Flip Date; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty percent (80%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield pursuant to this clause (c) of this Section 5.03 that, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, results in an Internal Rate of Return to the such Class B Members, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) seven [five and three quarters sixty-one hundredths percent (7.755.61%), if the dissolution occurs prior to the Flip Date, or (ii) eight and three quarters percent (8.75%), if the dissolution occurs after the Flip Date]; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-nine percent (8099%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) seven six and three quarters percent (7.756.75%), if the dissolution occurs prior to the Flip Date, or (ii) eight and three quarters percent (8.75%), if the dissolution occurs after the Flip Date; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class 868227.24-WILSR01A - MSW A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty percent (80%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield results in an Internal Rate of Return to the such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either eleven percent (11%); provided, however, that the aggregate amount of distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (c) shall be reduced by an amount equal to (i) seven and three quarters four percent (7.754%) of the total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), if the dissolution occurs prior to the Flip Date, or minus (ii) eight and three quarters percent (8.75%the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(e), if Section 7.03(b)(iv) through Section 7.03(b)(vi), or Section 7.04(b)(iv) through Section 7.04(b)(vi), respectively, to the dissolution occurs after the Flip Dateextent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-nine percent (8099%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon the dissolution and winding-up of the Companya Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a)) of this Section 5.03, equals the aggregate Capital Contributions made by Unreturned Contribution of such Member (less the aggregate amount of all distributions previously made to such Member pursuant to Section 5.01)Member; (c) third, to the Class B MembersMembers (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their proportionate interest in the outstanding respective Class B UnitsPercentage Interests, until the such Class B Members have received distributions that yield pursuant to this clause (c) of this Section 5.03 that, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, results in an Internal Rate of Return to the such Class B Members, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) seven five and six hundred thirty-three quarters thousandths percent (7.755.633%), if the dissolution occurs prior to the Flip Date, or (ii) eight and three quarters percent (8.75%), if the dissolution occurs after the Flip Date; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c)) of this Section 5.03, to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clauses clause (b) or clause (c) of the preceding sentence this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests, to the extent 896060.22-WILSR01A - MSW necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.02 5.03 to exceed eighty ninety-nine percent (8099%) of such proceeds.