Common use of General Restrictions on Dispositions Clause in Contracts

General Restrictions on Dispositions. (a) No Class B Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 and (i) with the prior written consent of the Managing Member, (ii) to a Permitted Class B Transferee, or (iii) pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each Class B Member shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition of its Units pursuant to Section 7.01(a)(ii); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition of a Unit other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to the contrary herein, (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicable. (b) An Assignee shall be admitted to the Company as a Member, with respect to the Unit so Disposed of to such Assignee, if such Disposition is effected in accordance with Section 7.01(a), this Section 7.01(b) and the other applicable provisions of this Article 7. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any such requirements:

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i) prior to the Flip Date, NEP Member and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any right pertaining theretoportion of their Class A Units or Class B Units without Class B Member Approval, including unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its nominee) purchases, pursuant to one or more exercises of the right to vote Call Option, NEP Change of Control Option, or consent on Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any matter or to receive distributions or advances from the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B 868227.25C-WILSR01A - MSW Units, which holders are subject to the restriction in the foregoing clause (i)) with may Dispose of all or any portion of its Class B Units prior to the sixth (6th) anniversary of the Effective Date without the prior written consent of NEP Member; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units and Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Managing Members that any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units shall not be deemed to violate this Section 7.01(a)); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units solely in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a); provided that any Disposition by any lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure shall (A) remain subject to Section 7.01(b) and (B) require the prior written consent of NEP Member if the proposed Assignee is an Excluded Party). Subject to Section 7.01(b), at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, (ii) but only to a Permitted the extent that, on or prior to the date of such Class B TransfereeMember’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (iii) including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction7.02(h) or Section 7.05 7.04(e), as applicable) (IPOin which event, such Class B Member shall be permitted to Dispose of only such number of its Class B Units as is not subject to such Call Option Notice or Class B COC Notice, as applicable), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Class B Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Unit Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to the contrary herein, (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicable. (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a)) and, this if applicable, Section 7.01(b) and the other applicable provisions of this Article 77.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any Disposition and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that the Disposition of Class B Units to Initial Investor by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03(b) satisfies all requirements set forth in this Agreement to effect such requirements:Disposition and admit Initial Investor as a Member):

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or Schedule 5, or as permitted by this Article 7, and other than Dispositions by a Member to one or more of its Affiliates (and, with respect to any Class B Member, to one or more of its Affiliated Investment Vehicles), (i) prior to the Flip Date, NEP Member and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its 896060.22-WILSR01A - MSW nominee) shall have purchased or purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Class B Parties; and (ii) prior to the sixth (6th) anniversary of the Effective Date, no Class B Member or other holder of Class B Units (other than NEP Class B Parties holding Class B Units, which holders are subject to the restriction in the foregoing clause (i)) may Dispose of all or any portion of its Class B Units without the prior written consent of NEP Member; provided, however, that (1) each Class A Member shall be permitted to pledge all or any portion of its Membership Interest in, and right pertaining thereto, including the right to vote or consent on any matter or to receive distributions with respect to, its Class A Units and Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units or advances from Class B Units shall not be deemed to violate this Section 7.01(a); provided that the Company initial Disposition by any lender or other pledgee of pledged such Class A Units or Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class A Units and Class B Units shall be subject to the terms and conditions of this Article 7); and (2) each Class B Member shall be permitted to pledge all or any portion of its Membership Interest in, and right to receive distributions with respect to, its Class B Units solely in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a); provided that the initial Disposition by any lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class B Units shall be subject to all of the terms and conditions of this Article 7). Subject to compliance with the requirements of Section 7.01(b) and the rights of NEP Member set forth in Section 7.01(c) with respect to Class B Units, at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class B Members and other holders of Class B Units (other than NEP Class B Parties) may Dispose of all or any portion of its Class B Units to any Person, other than a Class B Excluded Party, without the consent of NEP Member, but only to the extent that, prior to such Class B Member’s delivery of a Disposition Notice (as defined below) to the Managing Member with respect to such Disposition of Class B Units, such Class B Member or other holder has not received a then-pending Call Option Notice or Class B COC Notice with respect to all or any portion of the Class B Units held by such Class B Member or other holder of Class B Units (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant theretoto Section 7.02(h) or Section 7.04(e), as applicable) (in which event, such Class B Member or other holder shall be permitted to Dispose of only such number of its Class B Units, if any, as is not subject to such Call Option Notice or Class B COC Notice, as applicable). Notwithstanding any other provision of this Article 7, any Disposition of Class B Units by any Class B Member or other holder of Class B Units (other than NEP Class B Parties) (y) may be Disposed effected only if such Class B Member or other holder of except Class B Units Disposes of Class B Units constituting a Proportionate Class B Allocation of such Class B Member’s or other holder’s Class B Units in compliance accordance with the other requirements of this Section 7.01 and (iz) with shall require the prior written consent of NEP Member if the Managing Member, (ii) to proposed Assignee is a Permitted Class B TransfereeExcluded Party. From and after the Flip Date, each of NEP Member and its Affiliates holding Class A Units or (iii) pursuant Class B Units may Dispose of all or any portion of such Class A Units and Class B Units to and in compliance with Section 7.02 (Right of First Offer)any Person, Section 7.03 (Drag-Along Transaction)other than a NEP Excluded Party, Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each without Class B Member Approval. Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Unit other than or Class B Unit, or any rights with respect thereto) that is not in strict accordance compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to initio and of no force or effect, and the contrary herein, 896060.22-WILSR01A - MSW Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any purported transferee or pledgee in connection therewith). Nothing in this Article 7 (or anything else in this Agreement) shall prevent or restrict any Disposition of Class B Units of Star Moon Holdings (other Member; provided, however, that than any such Disposition of Class A Units to a NEP Excluded Party, which shall be subject to Section 6.03(a)) by any Person other than the provisions of Section 7.01(b) through (c) and Section 7.04, if applicableCompany. (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a), ) and in compliance with the requirements of this Section 7.01(b) and, if and to the other applicable provisions of this Article 7extent applicable, Section 7.01(c), Section 7.02 , Section 7.03, and Section 7.04. In addition to the requirements set forth in Section 7.01(a), any Disposition of a Membership Interest and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such any attempted Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that the Disposition(s) of the Aggregate Class B Purchased Units to Initial Investor (and, if applicable, any Additional Class B Purchasers) by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03(c) and Section 4.03(d) shall be deemed to satisfy all requirements set forth in this Article 7 to effect such requirements:Disposition and admit Initial Investor as a Member):

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i) prior to the Flip Date, NEP Member and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any right pertaining theretoportion of their Class A Units or Class B Units without Class B Member Approval, including unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its nominee) purchases, pursuant to one or more exercises of the right to vote Call Option, NEP Change of Control Option, or consent on Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Member or any matter or to receive distributions or advances from the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 its Affiliates; and (ii) no Class B Member (other than NEP Member and its Affiliates holding Class B Units, which holders are subject to the restriction in the foregoing clause (i)) with may Dispose of all or any portion of its Class B Units prior to the sixth (6th) anniversary of the Effective Date without the prior written consent of NEP Member; provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units and Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Managing Members that any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units shall not be deemed to violate this Section 7.01(a)); and (2) each Class B Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units solely in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a); provided that any Disposition by any lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure shall (A) remain subject to Section 7.01(b) and (B) require the prior written consent of NEP Member if the proposed Assignee is an Excluded Party). Subject to Section 7.01(b), at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class B Members (other than NEP Member and its Affiliates holding Class B Units) may freely Dispose of all or any portion of its Class B Units to any Person, other than an Excluded Party, without the consent of NEP Member, (ii) but only to a Permitted the extent that, on or prior to the date of such Class B TransfereeMember’s delivery of a Disposition Notice (as defined below) with respect to such Disposition of Class B Units, such Class B Member has not received a then pending Call Option Notice or Class B COC Notice with respect to all of the Class B Units held by such Class B Member (iii) including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction7.02(h) or Section 7.05 7.04(e), as applicable) (IPOin which event, such Class B Member shall be permitted to 868227.24-WILSR01A - MSW Dispose of only such number of its Class B Units as is not subject to such Call Option Notice or Class B COC Notice, as applicable), subject to the rights of NEP Member with respect to such Class B Units, as set forth in Section 7.01(c). Each Class B Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Unit Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to the contrary herein, (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicable. (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a)) and, this if applicable, Section 7.01(b) and the other applicable provisions of this Article 77.02 or Section 7.03. In addition to the requirements set forth in Section 7.01(a), any Disposition and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that the Disposition of Class B Units to Initial Investor by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03(b) satisfies all requirements set forth in this Agreement to effect such requirements:Disposition and admit Initial Investor as a Member):

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or as permitted by this Article 7, (i) prior to the sixth (6th) anniversary of the Effective Date, no Class A Member or other holder of Class A Units may Dispose of all or any portion of its Class A Units (including any Pro Rata Share with respect to any Class A Units) without the prior consent of the Class B Member Representative, other than any Dispositions of Class A Units (A) by any Class A Member or other holder of Class A Units to any one or more of its Affiliates, or (B) in connection with any CEPF Liquidity Event effected in accordance with Section 7.09 of the CEPF LLC Agreement; and (ii) prior to the sixth (6th) anniversary of the Effective Date, no Class B Member or other holder of Class B Units may Dispose of all or any portion of its Class B Units (including any Pro Rata Share with respect to any Class B Units) without the prior consent of the Manager, other than (A) any Dispositions of Class B Units by any Class B Member or other holder of Class B Units to any one or more of its Affiliates, (B) any Disposition of Class B Units held by the NEER Member or any of its Affiliates to any Person (whether or not an Affiliate of the XXXX Member), and (C) any Disposition of Class B Units to a Successor-in-Interest upon conclusion of Insolvency Proceedings; provided, however, that (1) each Class A Member shall be permitted to pledge all or any portion of its Membership Interest in, and right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely in connection with a Class A Permitted Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 and (i) with the prior written Members that any foreclosure under such Class A Permitted Financing on pledged Class A Units shall not require consent of the Managing Member, (ii) to a Permitted Class B Transferee, Member Representative or be deemed to violate this Section 7.01(a)); and (iii2) pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each each Class B Member shall be permitted to pledge all or any portion of its Membership Interest in, and right to receive distributions with respect to, its Class B Units (including any Pro Rata Share with respect to such Units) solely in connection with a Class B Permitted Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Financing on pledged Class B Units shall not require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, that (I) in the case of any foreclosure on pledged Class A Units, the initial Disposition by any lender or other pledgee of pledged Class A Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such pledged Class A Units shall be subject to all of the terms and conditions of this Article 7, and (II) in the case of any foreclosure on pledged Class B Units, the initial Disposition by any lender, noteholder, or other pledgee of pledged Class B Units in connection with or following any such foreclosure, including to a Successor-in-Interest, shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class B Units shall be subject to all of the terms and conditions of this Article 7. Subject to compliance with the requirements of Section 7.01(b) and the rights of the NEP CEPF Member set forth in Section 7.01(c) with respect to Class B Units, (y) at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class A Members, Class B Members, and other holders of Class A Units or Class B Units may Dispose of all or 897613.05-WILSR01A - MSW any portion of its Class A Units or Class B Units (including the Pro Rata Share with respect to such Units), as applicable, to any Person. Notwithstanding any other provision of this Agreement, in no event shall any (aa) Class A Member or other holder of Class A Units be permitted to Dispose of all or any portion of its Class A Units (including any Pro Rata Share with respect to any such Class A Units) to any NEP Excluded Party without the prior consent of the Class B Member Representative and (bb) Class B Member or other holder of Class B Units be permitted to Dispose of all or any portion of its Class B Units (including any Pro Rata Share with respect to any such Class B Units) to any Class B Excluded Party without the prior consent of the Manager; provided, however, that, to the extent Class A Units are owned by the Class B Member Representative or any of its Affiliates, the consent of the Class B Member Representative to the Disposition of such Class A Units to a NEP Excluded Party shall be required, and to the extent Class B Units are owned by a NEP Class B Party, the consent of the Manager to the Disposition of such Class B Units to a Class B Excluded Party shall be required; provided, further, that, if the XXXX Member or any of its Affiliates Disposes of Class B Units to a Person that is not an Affiliate of the NEER Member, the Manager shall not be entitled to consent to the Disposition of such Class B Units to any Class B Excluded Party. Each Member agrees that it shall provide the Managing Member Manager and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Unit other than Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not in strict accordance compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to and of no force or effect, and the contrary herein, Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicablepurported transferee or pledgee in connection therewith). (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Units (and corresponding Pro Rata Share) so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a), ) and in compliance with the requirements of this Section 7.01(b) and, if and to the other applicable provisions of this Article 7extent applicable, Section 7.01(c). In addition to the requirements set forth in Section 7.01(a), any Disposition of a Membership Interest and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such any attempted Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing MemberManager, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that each of (y) the Disposition of Class A Units to NEP Acquisitions by NEP SellCo in accordance with and pursuant to the XXXX/NEP APA and (z) the Disposition of Class A Units to NEP Renewables III by NEP Acquisitions through one or more assignments, distributions, or contributions to Affiliates of NEP Acquisitions, in each case, shall be deemed to satisfy all requirements set forth in this Article 7 to effect such requirements:Disposition and to admit NEP Renewables III as a Class A Member upon consummation of the CEPF Closing on the CEPF Closing Date):

General Restrictions on Dispositions. (a) No Except for Dispositions permitted by this Article 7 and Dispositions to one or more Affiliates of a Member, (i) prior to the Flip Date, no Disposition of Class A Units shall be permitted without Class B Member Approval, unless, prior to or concurrently with (and conditioned upon) such Disposition, NEP Member (or its nominee) shall have purchased or purchases (as applicable), pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, respectively, all of the Class B Units or any right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 then outstanding that are not held by NEP Class B Parties; and (iii) with prior to the sixth (6th) anniversary of the Effective Date, no Disposition of Class B Units shall be permitted without (a) the prior written consent of NEP Member and (b) solely with respect to any Disposition of Class B Units by NEP Class B Parties, Class B Member Approval; provided, however, that (1) Dispositions of Class B Units to any Affiliated Investment Vehicle of Investor Parent shall not be deemed to violate this Section 7.01(a); (2) pledges of all or any portion of a Class A Member’s Membership Interest in, and right to receive distributions with respect to, its Class A Units and Class B Units shall be permitted solely in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units or Class B Units shall not be deemed to violate this Section 7.01(a); provided that the initial Disposition by any lender or other pledgee of pledged such Class A Units or Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class A Units and Class B Units shall be subject to all applicable terms and conditions of this Article 7); and (3) pledges of all or any portion of a Class B Member’s Membership Interest in, and right to receive distributions with respect to, its Class B Units shall be permitted solely in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a); provided that the initial Disposition by any lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class B Units shall be subject to all applicable terms and conditions of this Article 7). Subject to compliance with the requirements of Section 7.01(b) and the rights of NEP Member set forth in Section 7.01(c) with respect to Class B Units, at any time on or after the sixth (6th) anniversary of the Effective Date, Class B Units (other than those held by NEP Class B Parties) may be Disposed of to any Person, other than an Excluded Party, without the consent of NEP Member, but only to the extent that, prior to delivery of a Disposition Notice to the Managing Member, (ii) Member with respect to a Permitted such Disposition of Class B TransfereeUnits, the Class B Member or other holder of such Class B Units has not received a then-pending Call Option Notice or Class B COC Notice with respect to all or any portion of the Class B Units to be Disposed of (iii) including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction7.02(h) or Section 7.05 (IPO7.04(e), as applicable). Each In furtherance of the foregoing, in the event that some or all of the Class B Units to be Disposed of are (or become) subject to a Call Option Notice or Class B COC Notice, then only such number of Class B Units, if any, held by such holder as is not subject to such Call Option Notice or Class B COC Notice, as applicable, may be Disposed of. Notwithstanding any other provision of this Article 7, any Disposition of Class B Units by or with respect to any Class B Member or other direct or indirect holder of Class B Units (other than NEP Class B Parties) may be effected only if such Class B Member or other holder of Class B Units Disposes of Class B Units constituting a Proportionate Class B Allocation of such Class B Member’s or other holder’s Class B Units in accordance with the other requirements of this Section 7.01. From and after the Flip Date, each of NEP Member and its Affiliates holding Class A Units or Class B Units may Dispose of all or any portion of such Class A Units and Class B Units to any Person without Class B Member Approval. Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Unit other than or Class B Unit, or any rights with respect thereto) that is not in strict accordance compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to initio and of no force or effect, and the contrary herein, Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that purported transferee or pledgee in connection therewith). Nothing in this Article 7 (or anything else in this Agreement) shall prevent or restrict any such Disposition of Class A B Units shall be subject to of Emerald Breeze Holdings by any Person other than the provisions of Section 7.01(b) through (c) and Section 7.04, if applicableCompany. (b) An Assignee shall may be admitted to the Company as a New Member, with respect to the Unit so Membership Interest Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a), ) and in compliance with the requirements of this Section 7.01(b) and, if and to the other applicable provisions of this Article 7extent applicable, Section 7.01(c), Section 7.02, Section 7.03, and Section 7.04. In addition to the requirements set forth in Section 7.01(a), any Disposition of a Membership Interest and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such any attempted Disposition (and or admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any or all of the following requirements (it being understood and agreed that the Disposition(s) of the Aggregate Class B Purchased Units to Initial Investor (and, if applicable, any Additional Closing Class B Purchasers) by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03(d) and Section 4.03(e) shall be deemed to satisfy all requirements set forth in this Article 7 to effect such requirements:Disposition and admit Initial Investor as a Member):

General Restrictions on Dispositions. (a) No Class B Units Except as expressly provided in this Article VI or Section 7.3 hereof, no Member may Transfer all or any part of its Membership Interest (including the right pertaining theretoto distributions) without the prior written consent of the other Member, provided that no Member may, under any circumstances, Transfer all or any part of its Membership Interest if such Transfer would constitute a default under any indebtedness or other Third-Party obligations or agreements of the Company. (b) In the event a Member desires to Transfer its Membership Interest in accordance with and as permitted by the provisions of this Article VI, such Member shall give the non-transferring Member thirty (30) Days prior written notice of its desire to Transfer and shall disclose the identity of the transferee and, if an entity, its beneficial ownership. (c) An assignment of all or a part of a Membership Interest occurring by operation of law (e.g., bankruptcy, attachment, etc.) shall not entitle the successor to participate in the management and affairs of the Company or to exercise any rights of a Member, including the right to vote on or consent on to any matter requiring a vote or to receive distributions or advances from the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 and (i) with the prior written a consent of the Managing MemberMembers, (ii) to a Permitted Class B Transferee, or (iii) pursuant to unless and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each Class B Member shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition of its Units pursuant to Section 7.01(a)(ii); provided however, that no until such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition of a Unit other than in strict accordance with this Article 7 shall be, and transferee is hereby declared, null and void ab initio. Notwithstanding anything to the contrary herein, (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicable. (b) An Assignee shall be admitted to the Company as a Member, with respect to the Unit so Disposed of to such Assignee, if such Disposition is effected Member in accordance with Section 7.01(a), this Section 7.01(b) and the other applicable provisions of this Article 76.2 hereof. In addition to the requirements set forth in Section 7.01(a), any admission event of an Assignee as assignment occurring by operation of law, the assignor Member shall be entitled to continue to exercise the rights of a Member shall also be subject to the following requirementsunder this Agreement, and such Disposition assignor Member and its transferee shall be jointly and severally liable to the Company for such Member’s obligations to the Company under this Agreement or under the Limited Liability Company Law. (and admissiond) For purposes of this Agreement, if applicableany Transfer of any direct or indirect membership interest, partnership interest, stock or other equity interest in any Member shall be deemed to be a Transfer by such Member of its Membership Interest in the Company, except for any direct or indirect Transfer of direct or indirect interests in (a) shall not be effective unless such requirements are complied with; provided that the Managing MemberTRG or (b) Taubman, in its sole and absolute discretion, may waive so long as at all times after any such requirements:Transfer at least fifty-one percent (51%) of the direct and indirect ownership interests in Taubman, as applicable, are owned by, and Taubman is solely Controlled By, members of A. Axxxxx Xxxxxxx’x Immediate Family and/or their respective estates and/or a Family Trust in respect of any of the foregoing.

General Restrictions on Dispositions. Except as otherwise provided in Section 4.03 or as permitted by this Article 7, (ai) No prior to the sixth (6th) anniversary of the Effective Date, no Class A Member or other holder of Class A Units may Dispose of all or any portion of its Class A Units (including any Pro Rata Share with respect to any Class A Units) without the prior consent of the Class B Member Representative, other than any Dispositions of Class A Units (A) by any Class A Member or other holder of Class A Units to any one or more of its Affiliates, or (B) in connection with any CEPF Liquidity Event effected in accordance with Section 7.09 of the CEPF LLC Agreement; and (ii) prior to the sixth (6th) anniversary of the Effective Date, no Class B Member or other holder of Class B Units may Dispose of all or any portion of its Class B Units (including any Pro Rata Share with respect to any Class B Units) without the prior consent of the Manager, other than (A) any Dispositions of Class B Units by any Class B Member or other holder of Class B Units to any one or more of its Affiliates, (B) any Disposition of Class B Units held by the NEER Member or any of its Affiliates to any Person (whether or not an Affiliate of the XXXX Member), and (C) any Disposition of Class B Units to a Successor-in-Interest upon conclusion of Insolvency Proceedings; provided, however, that (1) each Class A Member shall be permitted to pledge all or any portion of its Membership Interest in, and right pertaining thereto, including the right to vote or consent on any matter or to receive distributions or advances from with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely in connection with a Class A Permitted Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Company pursuant thereto, may be Disposed of except in compliance with this Section 7.01 and (i) with the prior written Members that any foreclosure under such Class A Permitted Financing on pledged Class A Units shall not require consent of the Managing Member, (ii) to a Permitted Class B Transferee, Member Representative or be deemed to violate this Section 7.01(a)); and (iii2) pursuant to and in compliance with Section 7.02 (Right of First Offer), Section 7.03 (Drag-Along Transaction), Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each each Class B Member shall be permitted to pledge all or any portion of its Membership Interest in, and right to receive distributions with respect to, its Class B Units (including any Pro Rata Share with respect to such Units) solely in connection with a Class B Permitted Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Financing on pledged Class B Units shall not require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, that (I) in the case of any foreclosure on pledged Class A Units, the initial Disposition by any lender or other pledgee of pledged Class A Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such pledged Class A Units shall be subject to all of the terms and conditions of this Article 7, and (II) in the case of any foreclosure on pledged Class B Units, the initial Disposition by any lender, noteholder, or other pledgee of pledged Class B Units in connection with or following any such foreclosure, including to a Successor-in-Interest, shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class B Units shall be subject to all of the terms and conditions of this Article 7. Subject to compliance with the requirements of Section 7.01(b) and the rights of the NEP CEPF Member set forth in Section 7.01(c) with respect to Class B Units, (y) at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class A Members, Class B Members, and other holders of Class A Units or Class B Units may Dispose of all or 897613.05-WILSR01A - MSW any portion of its Class A Units or Class B Units (including the Pro Rata Share with respect to such Units), as applicable, to any Person. Notwithstanding any other provision of this Agreement, in no event shall any (aa) Class A Member or other holder of Class A Units be permitted to Dispose of all or any portion of its Class A Units (including any Pro Rata Share with respect to any such Class A Units) to any NEP Excluded Party without the prior consent of the Class B Member Representative and (bb) Class B Member or other holder of Class B Units be permitted to Dispose of all or any portion of its Class B Units (including any Pro Rata Share with respect to any such Class B Units) to any Class B Excluded Party without the prior consent of the Manager; provided, however, that, to the extent Class A Units are owned by the Class B Member Representative or any of its Affiliates, the consent of the Class B Member Representative to the Disposition of such Class A Units to a NEP Excluded Party shall be required, and to the extent Class B Units are owned by a NEP Class B Party, the consent of the Manager to the Disposition of such Class B Units to a Class B Excluded Party shall be required; provided, further, that, if the XXXX Member or any of its Affiliates Disposes of Class B Units to a Person that is not an Affiliate of the NEER Member, the Manager shall not be entitled to consent to the Disposition of such Class B Units to any Class B Excluded Party. Each Member agrees that it shall provide the Managing Member Manager and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Unit other than Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not in strict accordance compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to and of no force or effect, and the contrary herein, Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicablepurported transferee or pledgee in connection therewith). (b) An Assignee shall be admitted to the Company as a Member, with respect to the Unit so Disposed of to such Assignee, if such Disposition is effected in accordance with Section 7.01(a), this Section 7.01(b) and the other applicable provisions of this Article 7. In addition to the requirements set forth in Section 7.01(a), any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with; provided that the Managing Member, in its sole and absolute discretion, may waive any such requirements:

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or in this Article 7, (i) the XXXX Member and its Affiliates holding Class A Units may not Dispose of all or any portion of their Class A Units (together with the Pro Rata Share with respect to such Class A Units) without Class B Member Approval and Class C Member Approval, other than Dispositions to one or more Affiliates of XXXX; (ii) no Class B Member may Dispose of all or any portion of its Class B Units or any right pertaining thereto, including (together with the right Pro Rata Share with respect to vote or consent on any matter or such Class B Units) prior to receive distributions or advances from the Company pursuant thereto, may be Disposed sixth (6th) anniversary of except in compliance with this Section 7.01 and (i) with the Effective Date without the prior written consent of the Managing Member, other than (iiA) Dispositions to a Permitted one or more of its Affiliates, including any Affiliated Funds or Affiliated Investment Vehicles of such Class B TransfereeMember, or (B) Dispositions following a Triggering Event, or (C) Dispositions to a Successor-in-Interest in connection with the commencement of an Insolvency Proceeding; (iii) no Class C Member may Dispose of all or any portion of its Class C Units (together with the Pro Rata Share with respect to such Class C Units) prior to the sixth (6th) anniversary of the Effective Date without the prior written consent of the Managing Member, other than (A) Dispositions to one or more of its Affiliates, including any Affiliated Funds or Affiliated Investment Vehicles of such Class C Member, (B) Dispositions in connection with any Genesis Liquidity Event, or (C) Dispositions following a Triggering Event (but only if and to the extent, in any Disposition of Class C Units by Genesis Solar Holdings pursuant to and in compliance with Section 7.02 clause (Right of First OfferA) or (C), the NEP JV Managing Member determines to effect such Disposition); provided, however, that (1) each Class A Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class A Units, Class B Units, and Class C Units (together with the Pro Rata Share with respect to such Units) solely in connection with a Class A Permitted Financing, (it being agreed by the Members that any foreclosure under such Class A Permitted Financing on pledged Class A Units shall not be deemed to violate this 870723.28-WILSR01A - MSW Section 7.03 7.01 (Drag-Along Transactiona), Section 7.04 ); (Tag-Along Transaction2) or Section 7.05 (IPO). Each each Class B Member shall provide be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class B Units (together with the Pro Rata Share with respect to such Units) solely in connection with a Class B Permitted Financing (it being agreed by the Members that any foreclosure under such Class B Permitted Financing on pledged Class B Units or Disposition to a Successor-in-Interest in connection with the commencement of an Insolvency Proceeding shall not be deemed to violate this Section 7.01(a)); and (3) each Class C Member shall be permitted to pledge all or a portion of its Membership Interest in, and distributions with respect to, its Class C Units (together with the Pro Rata Share with respect to such Units) solely in connection with a Class C Permitted Financing (it being agreed by the Members that any foreclosure under such Class C Permitted Financing on pledged Class C Units shall not be deemed to violate this Section 7.01(a)); provided, however, that, in the case of the preceding clauses (2) and (3), any Disposition by any lender, holder of Senior Notes (solely with respect to the Class B Units), or other pledgee of pledged Class B Units or pledged Class C Units, respectively, in connection with or following any such foreclosure, including to a Successor-in-Interest, shall (A) remain subject to Section 7.01(b) and (B) require the prior written consent of the XXXX Member if the proposed Assignee is an Excluded Party. Subject to Section 7.01(b), (y) at any time on or after the sixth (6th) anniversary of the Effective Date or an earlier Triggering Event, each of the Class B Members and Class C Members may Dispose of all or any portion of its Class B Units or Class C Units (together with the Pro Rata Share with respect to such Units), as applicable, and (z) at any time on or after a Genesis Liquidity Event, each of the Class C Members may Dispose of all or any portion of its Class C Units (together with the Pro Rata Share with respect to such Class C Units), in each case of (y) and (z) to any Person, other than an Excluded Party, without the consent of the Managing Member, subject to the rights of the XXXX Member with respect to such Class B Units or Class C Units, respectively, as set forth in Section 7.01(c). Each Member agrees that it shall deliver to the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Unit Membership Interest other than in strict accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to the contrary herein, (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any other Member; provided, however, that any such Disposition of Class A Units shall be subject to the provisions of Section 7.01(b) through (c) and Section 7.04, if applicable. (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Units, Membership Interest and Pro Rata Share so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a), this Section 7.01(b) and the other applicable provisions of this Article 7. In addition to the requirements set forth in Section 7.01(a), any Disposition of Units and any admission of an Assignee as a Member shall also be subject to each of the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that each of (x) the Disposition of Class B Units to the SIP Member by SIP SellCo in accordance with and pursuant to the SIP PSA and Section 4.03(b), (y) the Disposition of Class C Units to NEP Acquisitions by US SellCo in accordance with and pursuant to the NEP Purchase Agreement, and (z) the Disposition of Class C Units to Genesis Solar Holdings by NEP Acquisitions through one or more assignments, distributions, or contributions to Affiliates of NEP Acquisitions, in each case, satisfies all requirements set forth in this Agreement to effect such requirements:Disposition and to admit the SIP Member as a Class B Member upon consummation of the SIP Closing on the SIP Closing Date and Genesis Solar Holdings as a Class C Member upon consummation of the Genesis Closing on the Genesis Closing Date):

General Restrictions on Dispositions. (a) No Except as otherwise provided in Section 4.03 or Schedule 5, or as permitted by this Article 7, and other than Dispositions by a Member to one or more of its Affiliates (and, with respect to any Class B Member, to one or more of its Affiliated Investment Vehicles), (i) prior to the Flip Date, NEP Member and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (and conditioned upon) such Disposition, as applicable, as of such time, NEP Member (or its nominee) shall have purchased or purchases, pursuant to one or more exercises of the Call Option, NEP Change of Control Option, or Class B COC Option in accordance with Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Units then outstanding and not held by NEP Class B Parties; and (ii) prior to the sixth (6th) anniversary of the Effective Date, no Class B Member or other holder of Class B Units (other than NEP Class B Parties holding Class B Units, which holders are subject to the restriction in the foregoing clause (i)) may Dispose of all or any portion of its Class B Units without the prior written consent of NEP Member; provided, however, that (1) each Class A Member shall be permitted to pledge all or any portion of its Membership Interest in, and right pertaining thereto, including the right to vote or consent on any matter or to receive distributions with respect to, its Class A Units and Class B Units in connection with a Class A Permitted Loan Financing, and each Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class A Permitted Loan Financing on pledged Class A Units or advances from Class B Units shall not be deemed to violate this Section 7.01(a); provided that the Company initial Disposition by any lender or other pledgee of pledged such Class A Units or Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class A Units and Class B Units shall be subject to the terms and conditions of this Article 7); and (2) each Class B Member shall be permitted to pledge all or any portion of its Membership Interest in, and right to receive distributions with respect to, its Class B Units solely in connection with a Class B Permitted Loan Financing, and NEP Member agrees to provide reasonable cooperation in connection therewith (it being agreed by the Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units shall not be deemed to violate this Section 7.01(a); provided that the initial Disposition by any lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure shall remain subject to Section 7.01(b), and any and all subsequent Dispositions of such Class B Units shall be subject to all of the terms and conditions of this Article 7). Subject to compliance with the requirements of Section 7.01(b) and the rights of NEP Member set forth in Section 7.01(c) with respect to Class B Units, at any time on or after the sixth (6th) anniversary of the Effective Date, each of the Class B Members and other holders of Class B Units (other than NEP Class B Parties) may Dispose of all or any portion of its Class B Units to any Person, other than a Class B Excluded Party, without the consent of NEP Member, but only to the extent that, prior to such Class B Member’s delivery of a Disposition Notice (as defined below) to the 896060.18-WILSR01A - MSW Managing Member with respect to such Disposition of Class B Units, such Class B Member or other holder has not received a then-pending Call Option Notice or Class B COC Notice with respect to all or any portion of the Class B Units held by such Class B Member or other holder of Class B Units (including a Call Option Notice or Class B COC Notice for which the Call Option Closing or Class B COC Closing has been delayed as a result of a Call Option Cash Shortfall or Class B COC Cash Shortfall pursuant theretoto Section 7.02(h) or Section 7.04(e), as applicable) (in which event, such Class B Member or other holder shall be permitted to Dispose of only such number of its Class B Units, if any, as is not subject to such Call Option Notice or Class B COC Notice, as applicable). Notwithstanding any other provision of this Article 7, any Disposition of Class B Units by any Class B Member or other holder of Class B Units (other than NEP Class B Parties) (y) may be Disposed effected only if such Class B Member or other holder of except Class B Units Disposes of Class B Units constituting a Proportionate Class B Allocation of such Class B Member’s or other holder’s Class B Units in compliance accordance with the other requirements of this Section 7.01 and (iz) with shall require the prior written consent of NEP Member if the Managing Member, (ii) to proposed Assignee is a Permitted Class B TransfereeExcluded Party. From and after the Flip Date, each of NEP Member and its Affiliates holding Class A Units or (iii) pursuant Class B Units may Dispose of all or any portion of such Class A Units and Class B Units to and in compliance with Section 7.02 (Right of First Offer)any Person, Section 7.03 (Drag-Along Transaction)other than a NEP Excluded Party, Section 7.04 (Tag-Along Transaction) or Section 7.05 (IPO). Each without Class B Member Approval. Each Member agrees that it shall provide the Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Units pursuant to Section 7.01(a)(iiMembership Interests (a “Disposition Notice”); provided however, that no such notice or ROFO Notice may be delivered by a Class B Member following delivery by Vistra Member of notice of a Drag-Along Transaction pursuant to Section 7.03. Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Unit other than or Class B Unit, or any rights with respect thereto) that is not in strict accordance compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. Notwithstanding anything to initio and of no force or effect, and the contrary herein, Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (x) Class A Units may be Disposed of in whole or in part at any time without the consent of the Managing Member or any purported transferee or pledgee in connection therewith). Nothing in this Article 7 (or anything else in this Agreement) shall prevent or restrict any Disposition of Class B Units of Star Moon Holdings (other Member; provided, however, that than any such Disposition of Class A Units to a NEP Excluded Party, which shall be subject to Section 6.03(a)) by any Person other than the provisions of Section 7.01(b) through (c) and Section 7.04, if applicableCompany. (b) An Assignee shall may be admitted to the Company as a Member, with respect to the Unit Membership Interest so Disposed of to such Assignee, only if such Disposition is effected in accordance with Section 7.01(a), ) and in compliance with the requirements of this Section 7.01(b) and, if and to the other applicable provisions of this Article 7extent applicable, Section 7.01(c), Section 7.02 , Section 7.03, and Section 7.04. In addition to the requirements set forth in Section 7.01(a), any Disposition of a Membership Interest and admission of an Assignee as a Member shall also be subject to each of the following requirements, and such any attempted Disposition (and admission, if applicable) shall not be effective unless and until such requirements are complied withwith or satisfied; provided that the Managing Member, in its sole and absolute discretion, may waive any of the following requirements (it being understood and agreed that the Disposition(s) of the Aggregate Class B Purchased Units to Initial Investor (and, if applicable, any Additional Class B Purchasers) by NEP Member in accordance with and pursuant to the Purchase Agreement and Section 4.03(c) and Section 4.03(d) shall be deemed to satisfy all requirements set forth in this Article 7 to effect such requirements:Disposition and admit Initial Investor as a Member): 896060.18-WILSR01A - MSW