Common use of Winding Up and Termination Clause in Contracts

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee of the Series with respect to which a Dissolution Event has occurred, acting together, shall designate a Member or other Person to serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series and make final distributions as provided herein and in the Act. The costs of winding-up shall be borne as a Series expense. Until final distribution, the liquidator shall continue to operate the Series properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after termination and again after final winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ assets, liabilities, and operations through the last Day of the month in which the termination occurs or the final winding-up is completed, as applicable; (ii) the liquidator shall discharge from Series funds all of the Indebtedness of the Series and other debts, liabilities and obligations of the Series (including all expenses incurred in winding-up and any loans described in Section 4.02) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Series shall be distributed to the Members as follows: (A) the liquidator may sell any or all Series property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5; (B) with respect to all Series property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Series property (including cash) shall be distributed among the Members with respect to the Series in accordance with Section 5.01; and those distributions shall be made by the end of the taxable year of the Series during which the liquidation of the Series occurs (or, if later, [***] Days after the date of the liquidation). (b) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 12.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any Series, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the applicable Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as such Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee Event of the Series with respect to which type described in Section 13.01(a)(i) or Section 13.01(a)(ii), Members shall act as liquidator or select a Dissolution Event has occurred, acting together, shall designate a Member or other Person to serve act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series Company and make final distributions as provided herein and in the Act. The costs of winding-winding up shall be borne as a Series Company expense. Until final distribution, the liquidator shall continue to operate the Series Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after termination dissolution and again after final winding-winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ Company’s assets, liabilities, and operations through the last Day of the month in which the termination dissolution occurs or the final winding-winding up is completed, as applicable; (ii) the liquidator shall discharge from Series Company funds all of the Indebtedness of the Series and other debts, liabilities and obligations of the Series Company (including all expenses incurred in winding-up and any loans described in Section 4.02winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Series Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Series propertyCompany Property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5VI; (B) with respect to all Series property Company Property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Series property Company Property (including cash) shall be distributed among to the Members with respect to the Series in accordance with Section 5.01; and those distributions shall be made by the end of the taxable year of the Series during which the liquidation of the Series occurs (or, if later, [***] Days their relative positive Capital Account balances after the date of the liquidation)allocations pursuant to Sections 5.01 and 5.02 have been made. (b) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 12.02 13.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any SeriesCompany, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the applicable Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as such Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee of the Series with respect to which a Dissolution Event has occurredCommittee, acting together, shall designate a or such Member or other Person to serve as liquidator. The liquidator the Management Committee shall designate (the “Liquidator”) shall proceed diligently to wind up the affairs of the Series Company (and any Sub if such Sub is owned by the Company at the time) and make final distributions as provided herein and in the Act. The costs of winding-winding up shall be borne as a Series Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Series properties Company’s assets with all of the same power and authority of they had prior to the MembersDissolution Event. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after termination dissolution and again after final winding-winding up, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ Company’s assets, liabilities, and operations through the last Day of the month in which the termination dissolution occurs or the final winding-winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Series the Company’s funds all of the Indebtedness of the Series and other debts, liabilities and obligations of the Series Company (including all expenses incurred in winding-winding up and any payment in full of all guarantees and loans described in Section 4.024.05) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); and (iii) all remaining assets of the Series Company shall be distributed to the Members as follows: (A) the liquidator Liquidator may sell any or all Series propertythe Company’s assets, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5;; and (B) with respect to all Series property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Series property Company’s assets (including cash) shall be distributed among the Members with respect to the Series in accordance with Section 5.01; and those distributions shall be made by the end of the taxable year of the Series during which the liquidation of the Series occurs (or, if later, [***] Days after the date of the liquidation). (b) The distribution of cash or property other assets to a Member with respect to a Series in accordance with the provisions of this Section 12.02 9.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ property Company’s assets and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any SeriesCompany, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the applicable Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as such Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee of the Series with respect to which a Dissolution Event has occurredManaging Member shall, acting together, or shall designate a Member or other another Person to to, serve as liquidator. The liquidator shall proceed diligently to 896060.22-WILSR01A - MSW wind up the affairs of the Series Company and make final distributions as provided herein and in the Act. The costs of winding-up shall be borne as a Series Company expense. Until final distribution, the liquidator shall continue to operate the Series Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after termination dissolution and again after final winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ liquidator’s choosing of the Company’s assets, liabilities, and operations through the last Day calendar day of the month in which the termination dissolution occurs or the final winding-up is completed, as applicable; (ii) the liquidator shall discharge from Series Company funds all of the Indebtedness of the Series Company and other debts, liabilities liabilities, expenses, and obligations of the Series Company (including all expenses incurred in winding-up and any loans described in Section 4.024.05) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Series Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Series Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Series Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Series Company property (including cash) shall be distributed among the Members with respect to the Series in accordance with Section 5.015.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Series Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of NEP Member’s Membership Interest, NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Series occurs (orCompany occurs, or if later, [***] Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent 896060.22-WILSR01A - MSW (5%)of NEP Member’s Effective Date Contribution Amount. Notwithstanding the foregoing, (A) NEP Member will have the unilateral right by notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which NEP Member’s deficit restoration obligation exceeds the absolute value of NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 12.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any SeriesCompany, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (cd) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be furnished to retained by the applicable OperatorManaging Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. At After the expiration of such time as such Operator period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custodycustody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if they do not no such Person so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselveselects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and Supermajority Holders (or in their failure to act, the Management Committee of the Series with respect Board) shall select one or more Persons to which a Dissolution Event has occurred, acting together, shall designate a Member act as liquidator or other Person to serve may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series Company and make final distributions as provided herein and in the Act. The costs of winding-winding up shall be borne as a Series Company expense, including reasonable compensation to the liquidator if approved by the Supermajority Holders (or in their failure to act to appoint a liquidator, the Board). Until final distribution, the liquidator shall continue to operate the Series Company properties with all of the power and authority of the MembersBoard. The Subject to the terms in the Act, the steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after termination dissolution and again after final winding-winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ Company’s assets, liabilities, and operations through the last Day of the month in which the termination occurs or the final winding-up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Series Company funds all of the Indebtedness of the Series and other debts, liabilities and obligations of the Series Company (including all expenses incurred in winding-winding up and any loans advances described in Section 4.026.4) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iiic) all remaining assets of the Series Company shall be distributed to the Members Unitholders as follows; provided, however, that the liquidator shall use reasonable best efforts to distribute cash to Unitholders: (Ai) the liquidator may sell any or all Series Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series Unitholders in accordance with the provisions of Article 57; (Bii) with respect to all Series Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series Unitholders shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members Unitholders if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Series Company property (including cash) shall be distributed among the Members with respect to the Series Unitholders in accordance with Section 5.01; 7.1(a), and those distributions shall be made by the end of the taxable year of the Series Company during which the liquidation of the Series Company occurs (or, if later, [***] Days 90 days after the date of the liquidation). (b) . All distributions in kind to Unitholders shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash or and/or property to a Member with respect to a Series Unitholder in accordance with the provisions of this Section 12.02 14.2 constitutes a complete return to the Member Unitholder of its Capital Contributions with respect to the Series and a complete distribution to the Member Unitholder of its Membership Interest with respect to the Series Interests and Units and all the Series’ Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member Unitholder returns funds to the Company or any SeriesCompany, it has no claim against any other Member Unitholder for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the applicable Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as such Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee of the Series with respect to which a Dissolution Event has occurredManaging Member shall, acting together, or shall designate a Member or other another Person to to, serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series Company and make final distributions as provided herein and in the Act. The costs of winding-up shall be borne as a Series Company expense. Until final distribution, the liquidator shall continue to operate the Series Company properties with all of 853984.15A-WILSR01A - MSW the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after termination dissolution and again after final winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ liquidator’s choosing of the Company’s assets, liabilities, and operations through the last Day calendar day of the month in which the termination dissolution occurs or the final winding-up is completed, as applicable; (ii) the liquidator shall discharge from Series Company funds all of the Indebtedness of the Series Company and other debts, liabilities liabilities, expenses, and obligations of the Series Company (including all expenses incurred in winding-up and any loans described in Section 4.024.05) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Series Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Series Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Series Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Series Company property (including cash) shall be distributed among the Members with respect to the Series in accordance with Section 5.015.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Series Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of 853984.15A-WILSR01A - MSW Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Series occurs (orCompany occurs, or if later, [***] Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than one percent (1%) of the NEP Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 12.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any SeriesCompany, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (cd) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be furnished to retained by the applicable OperatorManaging Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. At After the expiration of such time as such Operator period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the or termination a reasonable 853984.15A-WILSR01A - MSW opportunity to take over such custody, custody and (i) shall deliver such books and records to such Persons if they elect to take over such custodycustody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if they do not no such Person so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselveselects.

Winding Up and Termination. (a) On the occurrence of a Series Dissolution Event, the Series A Management Committee and the Management Administrative Committee of the such Series with respect to which a Dissolution Event has occurred, acting together, shall designate a Series Member of such Series or other Person to serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series and make final distributions as provided herein and in the Act. The costs of winding-up a Series shall be borne as a Series expenseexclusively by such Series. Until final distribution, the liquidator shall continue to operate manage the Series properties with all of the power and authority of the MembersSeries Members of such Series. The steps to be accomplished by the liquidator are shall be as follows: (i) as promptly as possible after termination dissolution and again after final winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ Certified Public Accountants of the Series assets, liabilities, liabilities and operations through the last Day calendar day of the month in which the termination dissolution occurs or the final winding-up is completed, as applicable; (ii) the liquidator shall discharge from Series funds all of the Indebtedness indebtedness of the Series and the Operating Company associated with such Series and other debts, liabilities and obligations of the Series or such Operating Company (including all expenses incurred in winding-up and any loans described in Section 4.02up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all with respect to any remaining assets of property owned by the Series shall be distributed to the Members as followsOperating Company associated with such Series: (A) subject to the rights of the Series Members pursuant to Sections 14.03 and 14.04, the liquidator may sell (or direct such Operating Company to sell) any or all Series Operating Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Series Capital Accounts of the Series Members with respect to the Series in accordance with the provisions of Article 57; (B) with respect to all Series Operating Company property that has not been sold, the fair market value Fair Market Value of that such property shall be determined and the Series Capital Accounts of the Series Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in such property that has not been reflected in the Series Capital Accounts with respect to the Series previously would shall be allocated among the Series Members as if there were a taxable disposition of that such property for the fair market value of that property on the date of distributionat its Fair Market Value; and (C) after adjusting the Series property (including cash) shall Capital Accounts of all Series Members for all distributions made pursuant to Section 7.01 and all allocations pursuant to Sections 7.03 and 7.04, all remaining assets shall, subject to any set-off rights hereunder, be distributed among the Series Members with respect of such Series in amounts (determined by reference to the Fair Market Value of such assets) equal to such Series in accordance with Section 5.01; and those Members’ positive Series Capital Account balances, such distributions shall to be made by no later than the end of the taxable year of the Series during which the liquidation of the Series occurs (or, if later, [***] ninety (90) Days after the date of the liquidation). (b) The distribution of cash or property to a Series Member with respect to a Series in accordance with the provisions of this Section 12.02 16.02 constitutes a complete return to the such Series Member of its Series Capital Contributions with respect to the Series and a complete distribution to the such Series Member of all Company property to which it is entitled in connection with its Membership Series Interest with respect to the Series and all the Series’ property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any Series, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company or any Series shall relieve a Member from any obligation to the extent such obligation obligation: (i) has accrued as of the date of such dissolution or termination. Upon such termination, any books and records ; or (ii) is for the payment of goods or services that have been provided pursuant to contracts entered into in accordance with this Agreement between the Company that and other Persons (including any Member). (d) On the occurrence of a Company Dissolution Event, there is a reasonable basis for believing will ever be needed again shall be furnished to a winding up and liquidation of all the applicable Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as such Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselvesSeries in accordance with Section 16.02(a).

Winding Up and Termination. 896060.18-WILSR01A - MSW (a) On the occurrence of a Dissolution Event, the Series A Management Committee and the Management Committee of the Series with respect to which a Dissolution Event has occurredManaging Member shall, acting together, or shall designate a Member or other another Person to to, serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Series Company and make final distributions as provided herein and in the Act. The costs of winding-up shall be borne as a Series Company expense. Until final distribution, the liquidator shall continue to operate the Series Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after termination dissolution and again after final winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Series’ liquidator’s choosing of the Company’s assets, liabilities, and operations through the last Day calendar day of the month in which the termination dissolution occurs or the final winding-up is completed, as applicable; (ii) the liquidator shall discharge from Series Company funds all of the Indebtedness of the Series Company and other debts, liabilities liabilities, expenses, and obligations of the Series Company (including all expenses incurred in winding-up and any loans described in Section 4.024.05) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Series Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Series Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members with respect to the Series in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Series Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts with respect to the Series previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Series Company property (including cash) shall be distributed among the Members with respect to the Series in accordance with Section 5.015.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Series Company occurs or, if later, within 90 days after the date of the liquidation of the Company. 896060.18-WILSR01A - MSW (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of NEP Member’s Membership Interest, NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Series occurs (orCompany occurs, or if later, [***] Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%)of NEP Member’s Effective Date Contribution Amount. Notwithstanding the foregoing, (A) NEP Member will have the unilateral right by notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which NEP Member’s deficit restoration obligation exceeds the absolute value of NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 12.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Series’ Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company or any SeriesCompany, it has no claim against any other Member for those funds. Upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law.896060.18-WILSR01A - MSW (cd) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be furnished to retained by the applicable OperatorManaging Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. At After the expiration of such time as such Operator period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custodycustody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if they do not no such Person so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselveselects.