Common use of Distribution Preference Clause in Contracts

Distribution Preference. In any given year, if and when the Members may declare a distribution of any cash as dividend in accordance with the Korean Commercial Code (the “KCC”) and Section 13.7, such distribution shall be paid to the Members as follows: (i) First, to SK in its capacity as Class B Unit holder, prior to and in preference to any payment of any other cash distribution on the Class B Units and Class A Units, until such holder has received the amount equal to the aggregate accrued and unpaid Agreed Return (the “Agreed Return Distribution Preference”); (ii) Second, after the SK has received the Agreed Return Distribution Preference, to SK in its capacity as Class B Unit holder, prior to and in preference to any payment of any other cash distribution on the Class A Units, until SK has received the aggregate Outstanding SK Additional Contribution Amount, recouped as permitted by the KCC (the “SK Additional Contribution Settlement”); (iii) Third, after SK in its capacity as the Class B Unit holder has received the SK Additional Contribution Settlement, to SK in its capacity as Class A Unit holder, prior to and in preference to any payment of any other cash distribution on the Class A Units, until it has received the Overage amount calculated pursuant to Section 6.5(a)(iii) that have not yet been received by distribution (the “Overage Distribution Preference” and together with the Agreed Return Distribution Preference and the SK Additional Contribution Preference, the “Distribution Preference”); and (iv) Fourth, after SK in its capacity as Class A Unit holder has received the Overage Distribution Preference, to Bloom Energy and SK in their capacities as the holders of Class A Units on a pro-rata basis in accordance with their respective voting interests in Class A Units.