Common use of General Restrictions on Dispositions Clause in Contracts

General Restrictions on Dispositions. (a) 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 to receive distributions 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 Members that any foreclosure under such Class A Permitted Financing on pledged Class A Units shall not require consent of the Class B Member Representative or be deemed to violate this Section 7.01(a)); 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 (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 Manager and the other Members with prior notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not in strict compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (or any purported transferee or pledgee in connection therewith).

General Restrictions on Dispositions. (a) Except as otherwise provided in Section 4.03 or as permitted by in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i) prior to the sixth (6th) anniversary of the Effective Flip Date, no Class A NEP Member or other holder of and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of its their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (including any Pro Rata Share 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 Call Option, NEP Change of Control Option, or Class B COC Option in accordance with respect to any Class A Units) without the prior consent Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Member Representative, other than any Dispositions of Class A Units (A) then outstanding and not held by any Class A NEP 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 than NEP Member and its Affiliates holding Class B Units 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 prior to the sixth (including any Pro Rata Share with respect to any Class B Units6th) anniversary of the Effective Date without the prior written 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 NEP 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 a portion of its Membership Interest in, and right to receive distributions with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely 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 shall not require consent of the Class B Member Representative or be deemed to violate this Section 7.01(a)); and (2) each Class B Member shall be permitted to pledge all or any a 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 Loan Financing, and each 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 require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, provided 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, 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), 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, B Members (other than NEP Member and its Affiliates holding 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 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, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (including any Pro Rata Share as defined below) with respect to any 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 (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 Section 7.02(h) or Section 7.04(e), as applicable) (in 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) 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 Partyas set forth in Section 7.01(c). Each Member agrees that it shall provide the Manager Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not other than in strict compliance accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (or any purported transferee or pledgee in connection therewith).

General Restrictions on Dispositions. (a) Except as otherwise provided in Section 4.03 or as permitted by in this Article 7, and other than Dispositions by a Member to one or more of its Affiliates, (i) prior to the sixth (6th) anniversary of the Effective Flip Date, no Class A NEP Member or other holder of and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of its their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (including any Pro Rata Share 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 Call Option, NEP Change of Control Option, or Class B COC Option in accordance with respect to any Class A Units) without the prior consent Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Member Representative, other than any Dispositions of Class A Units (A) then outstanding and not held by any Class A NEP 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 than NEP Member and its Affiliates holding Class B Units 868227.25C-WILSR01A - MSW 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 prior to the sixth (including any Pro Rata Share with respect to any Class B Units6th) anniversary of the Effective Date without the prior written 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 NEP 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 a portion of its Membership Interest in, and right to receive distributions with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely 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 shall not require consent of the Class B Member Representative or be deemed to violate this Section 7.01(a)); and (2) each Class B Member shall be permitted to pledge all or any a 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 Loan Financing, and each 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 require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, provided 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, 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), 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, B Members (other than NEP Member and its Affiliates holding 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 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, but only to the extent that, on or prior to the date of such Class B Member’s delivery of a Disposition Notice (including any Pro Rata Share as defined below) with respect to any 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 (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 Section 7.02(h) or Section 7.04(e), as applicable) (in 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) 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 Partyas set forth in Section 7.01(c). Each Member agrees that it shall provide the Manager Managing Member and the other Members with prior written notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not other than in strict compliance accordance with this Article 7 shall be, and is hereby declared, null and void ab initio. and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (or any purported transferee or pledgee in connection therewith).

General Restrictions on Dispositions. (a) 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 sixth (6th) anniversary of the Effective Flip Date, no Class A NEP Member or other holder of and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of its their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (including any Pro Rata Share 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 respect to any Class A Units) without the prior consent Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Member Representative, other than any Dispositions of Units then outstanding and not held by NEP 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 AgreementB 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 (including any Pro Rata Share with respect to any Class B Units) without the prior written 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 NEP 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 to receive distributions with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely 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 Class B Units shall not require consent of the Class B Member Representative or 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 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 (including any Pro Rata Share with respect to such Units) solely in connection with a Class B Permitted Loan Financing, and each 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 require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, provided 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, 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 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, 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 to 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 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 and (z) shall require the consent of NEP Member if the proposed Assignee is a Class B Excluded Party. 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 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 Person, other than a NEP Excluded Party, without Class B Excluded PartyMember Approval. Each Member agrees that it shall provide the Manager Managing Member and the other Members with prior notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units Unit or Class B Unit, or any rights with respect thereto) that is not in strict compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. initio and of no force or effect, and the 896060.22-WILSR01A - MSW Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (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 than any such Disposition to a NEP Excluded Party, which shall be subject to Section 6.03(a)) by any Person other than the Company.

General Restrictions on Dispositions. (a) 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 sixth (6th) anniversary of the Effective Flip Date, no Class A NEP Member or other holder of and its Affiliates holding Class A Units or Class B Units may not Dispose of all or any portion of its their Class A Units or Class B Units without Class B Member Approval, unless, in each case, prior to or concurrently with (including any Pro Rata Share 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 respect to any Class A Units) without the prior consent Section 7.02, Section 7.03, or Section 7.04, as applicable, all of the Class B Member Representative, other than any Dispositions of Units then outstanding and not held by NEP 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 AgreementB 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 (including any Pro Rata Share with respect to any Class B Units) without the prior written 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 NEP 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 to receive distributions with respect to, its Class A Units (including any Pro Rata Share with respect to such Units) solely 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 Class B Units shall not require consent of the Class B Member Representative or 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 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 (including any Pro Rata Share with respect to such Units) solely in connection with a Class B Permitted Loan Financing, and each 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 require consent of the Manager or be deemed to violate this Section 7.01(a)); provided, further, provided 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, 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 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, 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 to 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 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 and (z) shall require the consent of NEP Member if the proposed Assignee is a Class B Excluded Party. 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 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 Person, other than a NEP Excluded Party, without Class B Excluded PartyMember Approval. Each Member agrees that it shall provide the Manager Managing Member and the other Members with prior notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units Unit or Class B Unit, or any rights with respect thereto) that is not in strict compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. initio and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (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 than any such Disposition to a NEP Excluded Party, which shall be subject to Section 6.03(a)) by any Person other than the Company.

General Restrictions on Dispositions. (a) Except as otherwise provided in Section 4.03 or as for Dispositions permitted by this Article 77 and Dispositions to one or more Affiliates of a Member, (i) prior to the sixth (6th) anniversary of the Effective Flip Date, no Class A Member or other holder Disposition of Class A Units may Dispose 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 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 Units then outstanding that are not held by NEP 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 AgreementB Parties; and (ii) prior to the sixth (6th) anniversary of the Effective Date, no Class B Member or other holder Disposition of Class B Units may Dispose shall be permitted without (a) the prior written consent of all or any portion of its Class B Units NEP Member and (including any Pro Rata Share b) solely 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 NEP Class B Units to a Successor-in-Interest upon conclusion of Insolvency ProceedingsParties, Class B Member Approval; provided, however, that (1) each Dispositions of Class A Member B Units to any Affiliated Investment Vehicle of Investor Parent shall not be permitted deemed to pledge violate this Section 7.01(a); (2) pledges of all or any portion of its a Class A Member’s Membership Interest in, and right to receive distributions with respect to, its Class A Units (including any Pro Rata Share with respect to such 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 require consent of the Class B Member Representative or be deemed to violate this Section 7.01(a)); 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 (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 provided 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 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 pledged Class A Units and Class B Units shall be subject to all of the 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 (II) in it being agreed by the case of Members that any foreclosure under such Class B Permitted Loan Financing on pledged Class B Units, Units shall not be deemed to violate this Section 7.01(a); provided that the initial Disposition by any lender, noteholder, lender or other pledgee of pledged Class B Units in connection with or following any such foreclosure, including to a Successor-in-Interest, 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 applicable 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 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 with respect to such Disposition of Class B Units, 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 A Members, B Units to be Disposed of (including a Call Option Notice or Class B MembersCOC 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 Section 7.02(h) or Section 7.04(e), as applicable). 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 other holders after the Flip Date, each of NEP Member and its Affiliates holding 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 Person without Class B Excluded PartyMember Approval. Each Member agrees that it shall provide the Manager Managing Member and the other Members with prior notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units Unit or Class B Unit, or any rights with respect thereto) that is not in strict compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. initio and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (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 Emerald Breeze Holdings by any Person other than the Company.

General Restrictions on Dispositions. (a) Except as otherwise provided in Section 4.03 or as permitted by in this Article 7, (i) prior to the sixth (6th) anniversary of the Effective Date, no Class A XXXX Member or other holder of and its Affiliates holding Class A Units may not Dispose of all or any portion of its their Class A Units (including any together with the Pro Rata Share with respect to any such Class A Units) without the prior consent of the Class B Member RepresentativeApproval and Class C Member Approval, 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 Affiliates of its Affiliates, or (B) in connection with any CEPF Liquidity Event effected in accordance with Section 7.09 of the CEPF LLC AgreementXXXX; 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 together with the Pro Rata Share with respect to any such Class B Units) prior to the sixth (6th) anniversary of the Effective Date without the prior written consent of the ManagerManaging Member, 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, including any Affiliated Funds or Affiliated Investment Vehicles of such Class B Member, or (B) any Disposition of Class B Units held by the NEER Member Dispositions following a Triggering Event, 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 Dispositions to a Successor-in-Interest upon conclusion in connection with the commencement of an Insolvency ProceedingsProceeding; (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 clause (A) 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 any a portion of its Membership Interest in, and right to receive distributions with respect to, its Class A Units, Class B Units, and Class C Units (including any together with the 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 Members that any foreclosure under such Class A Permitted Financing on pledged Class A Units shall not require consent of the Class B Member Representative or be deemed to violate this Section 7.01(a)); 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 (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 897613.05870723.28-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 Manager and the other Members with prior notice of any proposed Disposition or Encumbrances of its Membership Interests (a “Disposition Notice”). Any attempted Disposition or Encumbrance of a Membership Interest (including any Class A Units or Class B Unit, or any rights with respect thereto) that is not in strict compliance with this Article 7 shall be, and is hereby declared, null and void ab initio. and of no force or effect, and the Company shall not recognize or record in its books and records any such purported Disposition or Encumbrance (or any purported transferee or pledgee in connection therewith).MSW