Amendments to the Existing Credit Agreement. Effective as of the Conforming Changes Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto.

Execution of Credit Agreement; Loan Documents. The Administrative Agent shall have received # counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, # for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, and # counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company or an Affiliate that provides for an annual incentive opportunity on terms more favorable to the Participant than the Participant’s Annual Incentive Award under this Plan, the employment agreement shall be controlling with respect to such Award and an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Annual Incentive Award only if the terms of the employment agreement expressly so provide.

LLC Agreement and Exercise Agreement. Nothing in this Agreement shall in any way supersede, modify, replace, amend, rescind, waive, narrow or broaden any provision set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement (including, without limitation, all representations, warranties, covenants and agreements therein contained) or any of the rights, remedies or obligations arising therefrom, it being understood that all such representations, warranties, covenants and agreements therein contained and all rights, remedies and obligations arising therefrom shall survive the execution and delivery of this Agreement and the doctrine of merger shall not apply hereto or thereto. Blocker Parent makes no and disclaims all warranties with respect to the Blocker Interests except to the extent expressly set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement.

Binding Agreement; Employee's Personal Agreement. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successors and assigns. Employee's rights and obligations under this Agreement are personal and may not be assigned or transferred in whole or in part by Employee.

Employment Agreement. Company and Consultant agree that nothing herein shall have any impact on any of the rights or obligations set forth in Consultant’s Employment Agreement with the Company, including those rights and obligations that extend beyond the termination of employment.

Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties' entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.

Purchase Agreement. Each of the Parties agrees that for all purposes under the Purchase Agreement, # the term “Call Option” as used therein shall be deemed to mean the “Early Call Option” as contemplated herein, # the term “Margin Loan Financing” as used therein shall be deemed to include the debt financing contemplated by the 2021 Margin Loan Agreements, # the obligations of NEP and its affiliates pursuant to [Section 5.05(c)] of the Purchase Agreement with respect to the NEP Non-Voting Units (as defined in the Purchase Agreement) shall apply to the same extent to the NEP Common Units, and # the Issuer Agreement attached as [Exhibit E] to the Purchase Agreement shall be replaced with the form of issuer agreement attached as Exhibit C hereto.

Entire Agreement. This Agreement, together with the exhibits and schedules thereto (including the Disclosure Schedules), contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. Without limiting the foregoing, the Company and the Purchaser agree that the Original Terms set forth in [Section 6.2] of the License Agreement are hereby amended and superseded in all respects by the Series C Terms set forth herein and in the Certificate of Designations; and that, in light of the differences between the Original Terms and the Series C Terms, the purchase and sale of Preferred Stock hereunder shall satisfy in full all obligations of the Company and the Purchaser pursuant to [Section 6.2] of the License Agreement.