Early Call Option Exercise. In lieu of, and not in addition to, the Call Option Period set forth in the LLC Agreement, the NEP Member shall exercise the Call Option to acquire, or cause its designee to acquire, all of the outstanding Class B Units (indirectly, by way of the acquisition of all of the Blocker Interests, as described below), on the terms set forth in this Agreement and the Early Call Option Notice (as defined below) and, except to the extent superseded or otherwise expressly modified by this Agreement, Section 7.02 of the LLC Agreement (the “Early Call Option”). In furtherance thereof, effective concurrently with the execution and delivery of this Agreement, NEP Member is hereby delivering to the Class B Member, and the Class B Member hereby accepts delivery of, the Call Option Notice attached as Exhibit A hereto (the “Early Call Option Notice”). As set forth in the Early Call Option Notice, and subject to the satisfaction of the conditions to the Call Option Closing set forth in this Agreement and, except as otherwise superseded or otherwise expressly modified by this Agreement, Section 7.02 of the LLC Agreement, the Call Option Closing pursuant to NEP Member’s exercise of the Early Call Option (the “Early Call Option Closing”) shall occur on November 19, 2021 (or such later date on which the Early Call Option Closing actually occurs, the “Early Call Option Closing Date”); provided, that, in the event that there shall be insufficient cash available to the Class B Member on such Early Call Option Closing Date for the Class B Member to repay in full all Indebtedness under the Credit Agreement and to make payment of Swap Breakage Costs (as defined below) as of the Early Call Option Closing Date (including if the Borrowers comply with their obligations pursuant to paragraph # below to draw the Maximum Aggregate Commitment Amount (as defined below) under the 2021 Margin Loan Agreements, but all or any portion of such Maximum Aggregate Commitment Amount is not available to be borrowed pursuant to the terms of the 2021 Margin Loan Agreements, subject to the provisions of [Section 7.02(e)] of the LLC Agreement) (a “Cash Shortfall”), then the Early Call Option Closing Date shall automatically be delayed in accordance with [Section 7.02(e)] of the LLC Agreement (an “Early Call Option Closing Delay”) until the earliest to occur of # sufficient cash having been obtained by the Class B Member (in accordance with [Section 7.02(e)] of the LLC Agreement) to eliminate such Cash Shortfall and make such payments in full (in which event, the Early Call Option Closing shall occur promptly thereafter), # written revocation by NEP Member of the Early Call Option Notice delivered to the Class B Member at any time after November 19, 2021 (a “NEP Member Revocation”), in which event this Agreement shall automatically terminate in accordance with paragraph # below, or # written notice by the Class B Member of termination of this Agreement delivered to the NEP Member at any time after November 19, 2021 (a “Class B Member Termination Notice”); provided, however, that if the Class B Member delivers a Class B Member Termination Notice to the NEP Member, such termination shall not become effective (in accordance with paragraph # below) until 5:00 p.m. Eastern Standard Time on the second Business Day following the date of such delivery (any such termination, upon such effectiveness, a “Class B Member Termination”); and provided further, that the NEP Member shall have the right (but not the obligation) to elect, by providing written notice to the Class B Member within such two (2) Business Day period (a “Cash Increase Notice”), to modify the portions of the Early Call Option Purchase Price to be paid in cash and NEP Common Units by increasing the portion of the Early Call Option Purchase Price to be paid in cash (which portion, after giving effect to such increase, shall not exceed an amount equal to 35% of the total Early Call Option Purchase Price), and decreasing the number of NEP Common Units to be issued as the remaining portion of the Early Call Option Purchase Price proportionately, in which event, so long as such modifications eliminate a Cash Shortfall, the Parties shall proceed to consummate the Early Call Option Closing promptly following delivery of such Cash Increase Notice. For the avoidance of doubt, subject to the terms and conditions hereof, this Agreement is intended to and shall # replace in whole the right of the NEP Member to exercise any Call Option during the Call Option Period or the Call Option Period Extension under Section 7.02 of the LLC Agreement, other than in the event of a NEP Member Revocation or Class B Member Termination, and # except as superseded or otherwise expressly provided in this Agreement (other than in the event of any NEP Member Revocation or a Class B Member Termination), preserve all of the other terms of Section 7.02 of the LLC Agreement, including the delay of the Call Option Closing pursuant to [Section 7.02(e)] of the LLC Agreement (solely as a result of a Cash Shortfall) and the Class B Member's obligation to continue to use its reasonable best efforts to obtain additional or substitute financing on commercially reasonable terms in such amount as is sufficient to eliminate such Cash Shortfall, subject to the terms and conditions set forth herein, including NEP Member’s right to deliver a NEP Member Revocation, and Class B Member’s right to deliver a Class B Member Termination Notice, in each case, on the terms set forth herein).

Termination. This Agreement shall be terminated and the Early Call Option Notice shall be rescinded at any time after November 19, 2021 but prior to the consummation of the Early Call Option Closing # at 5:00 p.m. on the second Business Day after the date of delivery by the Class B Member of a Class B Member Termination Notice, but only if the NEP Member does not deliver a Cash Increase Notice prior to such time, or # immediately upon delivery by the NEP Member of a NEP Member Revocation. In the event of any termination of this Agreement pursuant to this paragraph (l), this Agreement and the Early Call Option Notice shall be null and void, the terms of Section 7.02 of the LLC Agreement and the Registration Rights Agreement shall be reinstated in their entirety as in effect immediately prior to the date hereof, without any modification or other effect as a result of this Agreement or otherwise, and, for the avoidance of doubt, NEP Member shall be entitled to exercise the Call Option in accordance with the terms of Section 7.02 of the LLC Agreement as so reinstated, and there shall be no liability on the part of any Party to any other Party and all rights and obligations of any Party shall cease, except that nothing herein shall relieve any Party from liability for any breach of this Agreement.