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

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight and thirty-two hundredths of a percent (8.32%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Eventthe dissolution and winding-up of the Company, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03), equals the aggregate Unreturned Contribution Capital Contributions made by such Member (less the aggregate amount of all distributions previously made to such MemberMember pursuant to Section 5.01); (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties)Members, pro rata in accordance with their respective proportionate interest in the outstanding Class B Percentage InterestsUnits, until such the Class B Members have received distributions that results in yield an Internal Rate of Return to such the Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight seven and thirty-two hundredths of a three quarters percent (8.327.75%), if the dissolution occurs prior to the Flip Date, or (ii) nine eight and thirty-two hundredths of a three quarters percent (9.328.75%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03), to the Class A Members, pro rata in accordance with their respective proportionate interest in the outstanding Class A Percentage InterestsUnits. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause clauses (b) or clause (c) of this Section 5.03 the preceding sentence shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 5.02 to exceed ninety-nine eighty percent (9980%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such per Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03Unit, measured from the Effective Date to the date of dissolution, of either (i) eight seven and thirtyseventy-two seven hundredths of a percent (8.327.77%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (; provided, however, that the Internal Rate aggregate amount of Return set forth in distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (iic) shall be measured only from reduced by an amount equal to the third lesser of (3rdx) anniversary (i) the Clawback Cap, minus (ii) the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(f), Section 7.03(b) or Section 7.04(b), respectively, and (y) (i) two and four-tenths percent (2.4%) of the Effective Date total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), minus (ii) the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(f), Section 7.03(b) or Section 7.04(b), respectively, to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i))extent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine five percent (9995%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight and thirty-two hundredths of a eleven percent (8.3211%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (; provided, however, that the Internal Rate aggregate amount of Return set forth in distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (iic) shall be measured only from the third reduced by an amount equal to (3rdi) anniversary four percent (4%) of the Effective Date total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), minus (ii) the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(e), Section 7.03(b)(iv) through Section 7.03(b)(vi), or Section 7.04(b)(iv) through Section 7.04(b)(vi), respectively, to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i))extent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP XPLR Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight and thirty-two hundredths of a eleven percent (8.3211%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (; provided, however, that the Internal Rate aggregate amount of Return set forth in distributions made to Class B Members other than the XPLR Class B Parties pursuant to this clause (iic) shall be measured only from the third reduced by an amount equal to (3rdi) anniversary four percent (4%) of the Effective Date total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), minus (ii) the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(e), Section 7.03(b)(iv) through Section 7.03(b)(vi), or Section 7.04(b)(iv) through Section 7.04(b)(vi), respectively, to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i))extent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, 953941.04-WILSR01A - MSW pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate pursuant to this clause (c) of Return to such Class B Membersthis Section 5.03 that, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, results in an Internal Rate of Return to such Class B Members, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight five and six hundred thirty-two hundredths of a three thousandths percent (8.325.633%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests, to the extent 896060.22-WILSR01A - MSW necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP XPLR Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight six and thirtyseventy-two six hundredths of a percent (8.326.76%); provided that, if the dissolution occurs prior XPLR Member has elected (in its sole and absolute discretion) to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after make the Flip Date (provided, however, that Election pursuant to the Internal Rate initial paragraph of Return set forth in this clause (iiSection 5.01(e) shall be measured only from the third (3rd) anniversary and each of the Effective Date to the date of dissolutionInitial Flip Conditions has been timely satisfied, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the then such Internal Rate of Return shall be as set forth in clause equal to the sum of (i) six and seventy-six hundredths percent (6.76%), measured from the applicable Acquisition Date through December 18, 2030 (or, if XPLR Member shall have delivered the FDE Demand Notice to the Class B Member Representative pursuant to Section 9.07(b), the date on which the FDE Demand Notice was delivered), plus (ii) nine and three quarters percent (9.75%), measured from December 19, 2030 (or, if XPLR Member shall have delivered the FDE Demand Notice to the Class B Member Representative pursuant to 953303.07-WILSR01A - MSW Section 9.07(b), the date on which the FDE Demand Notice was delivered), to the date of dissolution; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such 953901.04-WILSR01A - MSW Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP XPLR Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight and thirty-two hundredths of a percent (8.32%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP XPLR Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate pursuant to this clause (c) of Return to such Class B Membersthis Section 5.03 that, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, results in an Internal Rate of Return to such Class B Members, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight five and six hundred thirty-two hundredths of a three thousandths percent (8.325.633%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight six and thirty-two hundredths of a three quarters percent (8.326.75%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class 868227.24-WILSR01A - MSW A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine eighty percent (9980%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight six and thirty-two hundredths of a three quarters percent (8.326.75%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)); and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine eighty percent (9980%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate pursuant to this clause (c) of Return to such Class B Membersthis Section 5.03 that, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, results in an Internal Rate of Return to such Class B Members, measured from the Effective applicable Acquisition Date to the date of dissolution, of either (i) eight [five and thirtysixty-two one hundredths of a percent (8.325.61%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i))]; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding respective Class A UnitsPercentage Interests, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.

Distributions on Dissolution and Winding Up. Upon a Dissolution Event, all available proceeds distributable to the Members as determined under Section 12.02 shall be distributed in the following order: (a) first, to each Member pro rata in accordance with the positive balance, if any, of such Member’s Capital Account (determined without regard to the allocations made pursuant to Section 12.02(b)), until each Member has received such positive balance, (b) second, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member, together with any amounts distributed pursuant to clause (a) of this Section 5.03, equals the aggregate Unreturned Contribution of such Member; (c) third, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions that results in an Internal Rate of Return to such Class B Members, together with any amounts distributed pursuant to clause (a) and clause (b) of this Section 5.03, measured from the Effective Date to the date of dissolution, of either (i) eight and thirty-two hundredths of a eleven percent (8.3211%), if the dissolution occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%), if the dissolution occurs on or after the Flip Date (; provided, however, that the Internal Rate aggregate amount of Return set forth in distributions made to Class B Members other than the NEP Class B Parties pursuant to this clause (iic) shall be measured only from the third reduced by an amount equal to (3rdi) anniversary four percent (4%) of the Effective Date total amount that would otherwise be distributed to such Class B Members pursuant to this clause (c), minus (ii) the aggregate amount of any reductions in the Call Option Purchase Price, Change of Control Purchase Price, or Class B COC Purchase Price provided to Class B Members pursuant to Section 7.02(e), Section 7.03(b)(iv) through Section 7.03(b)(vi), or Section 7.04(b)(iv) through Section 7.04(b)(vi), respectively, to the date of dissolution, and, with respect to the period from the Effective Date to the day before the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i))extent such amount is greater than zero; and (d) fourth, any and all remaining proceeds after payment of the amounts specified in clauses (a), (b), and (c) of this Section 5.03, to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests. Notwithstanding anything in the preceding sentence to the contrary, any amounts otherwise distributable to the Class B Members pursuant to clause (b) or clause (c) of this Section 5.03 shall instead be distributed to the Class A Members, pro rata in accordance with their proportionate interest in the outstanding Class A Units, to the extent necessary to ensure that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members (as determined under Section 12.02) pursuant to this Section 5.03 to exceed ninety-nine percent (99%) of such proceeds.. 853984.14-WILSR01A - MSW