Common use of Right to Terminate Agreement Clause in Contracts

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 20.1 Notwithstanding any other provision of this Agreement, if either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement, or (b) fails to comply with or perform, in any of the material respect, any other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately promptly discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. Subject to compliance with Section 26.3 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any limitations on liability contained herein). 21.2 20.2 If the event of any early termination or cancellation of the Work as contemplated in connection in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Company Reimbursable Costs for Work completed performed on or before the effective date of termination or cancellation; b. all other costs Company Reimbursable Costs reasonably incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs all Company Reimbursable Costs reasonably incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites Site(s) to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council NERC and Northeast Power Coordinating Council protectionNPCC protection requirements; and d. all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and e. all Company Reimbursable Costs arising from other reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding 10.1 Without limiting any other provision of termination rights as expressly provided under this Agreement, if either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement; (b) fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (bc) sells or transfers all or substantially all of its assets; (cd) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (de) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Daysdays’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in partAgreement for default, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or ATP- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. .However, nothing herein will restrict Company’s ability the Parties’ respective abilities to complete aspects of the Work that Company each must reasonably complete in order to return its facilities and the Sites sites where Work is to be performed to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations without limitation, any applicable limitations on liability contained herein).Notwithstanding the provisions of subsection (b) above, if and standardsto the extent a Party is prevented or limited in taking any action or performance with respect to this Agreement (other than the payment of amounts due hereunder) by any Applicable Requirement, such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with any such Applicable Requirement. 21.2 If 10.2 In the event the Purchase and Sale Agreement is terminated prior to Closing (as defined in the Purchase and Sale Agreement), this Agreement shall terminate. 10.3 In the event of any early termination or cancellation cancellationof this Agreement or of the Work as contemplated in this Agreement, Customer NYSEG shall pay Company the Company Reimbursable Costs National Grid for: a. (a) all Reimbursable Costs for Work completed performed on or before theeffective date of termination or cancellation; (b) all other Reimbursable Costs incurredin connection with the Work prior to the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice , including, without limitation, for materials, equipment, tools, ,construction equipment and machinery, engineering and other items, ,materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (c) unless the termination or cancellation of the Work was caused by National Grid’s breach of this Agreement, all Reimbursable Costs incurred to unwind Work associated with this Agreement that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return CompanyNational Grid’s facilities and the Sites to a configuration in configurationin compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (d) all Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (e) all Reimbursable Costs arising from demobilization expenses incurred expensesincurred by Company National Grid which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company for the Company Reimbursable Costs forset forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii) and (iv) below shall not be considered Company Reimbursable Costs and Customer shall not be required to pay such costs: a. (i) all Company Reimbursable Costs for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any DWT 29559604v3 0089555-000048 material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company for the Company Reimburseable Costs set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii) and (iv) below shall not be considered Company Reimburseable Costs and Customer shall not be required to pay such costs: (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; andDWT 29559604v3 0089555-000048 d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding 10.1 Without limiting any other provision of termination rights as expressly provided under this Agreement, if either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement; (b) fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (bc) sells or transfers all or substantially all of its assets; (cd) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (de) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Daysdays’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in partAgreement for default, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or ATP- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability the Parties’ respective abilities to complete aspects of the Work that Company each must reasonably complete in order to return its facilities and the Sites sites where Work is to be performed to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations without limitation, any applicable limitations on liability contained herein). Notwithstanding the provisions of subsection (b) above, if and standardsto the extent a Party is prevented or limited in taking any action or performance with respect to this Agreement (other than the payment of amounts due hereunder) by any Applicable Requirement, such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with any such Applicable Requirement. 21.2 If 10.2 In the event the Purchase and Sale Agreement is terminated prior to Closing (as defined in the Purchase and Sale Agreement), this Agreement shall terminate. 10.3 In the event of any early termination or cancellation of this Agreement or of the Work as contemplated in this Agreement, Customer NYSEG shall pay Company the Company Reimbursable Costs National Grid for: a. (a) all Reimbursable Costs for Work completed performed on or before the effective date of termination or cancellation; b. (b) all other costs reasonably Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (c) unless the termination or cancellation of the Work was caused by National Grid’s breach of this Agreement, all Reimbursable Costs incurred to unwind Work associated with this Agreement that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return CompanyNational Grid’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (d) all Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (e) all Reimbursable Costs arising from demobilization expenses incurred by Company National Grid which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when duedue and ninety (90) Days in the case of a non-monetary breach), to terminate this Agreement, in whole or in partsubject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated under the circumstances contemplated by, and thereupon in accordance with, (i) Section 5.3 of this Agreement and/or (ii) Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work as contemplated in or this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 29 benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Effective Date: 8/10/2020 - Docket #: ER20-2821-000 - Page 31 Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or mitigatedrecourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites Site(s) to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 2/21/2020 - Docket #: ER20-1352-000 - Page 35 Agreement as contemplated by any provision of this Agreement, each Party shall immediately Lake Placid Cost Reimbursement Agreement - February 2020 discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; andEffective Date: 2/21/2020 - Docket #: ER20-1352-000 - Page 37 Lake Placid Cost Reimbursement Agreement - February 2020 d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive Days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall pay Company for the Company Reimbursable Costs forset forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii), (iv) and (v) below shall not be considered Company Reimbursable Costs and Company shall not be required to pay such costs: a. (i) all Company Reimbursable Costs for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section NMPC/O’Brien and Xxxx Cost Reimbursement Agreement dated as of September 25th 2019 EXECUTION VERSION 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council NMPC/O’Brien and Northeast Power Coordinating Council protection; andXxxx Cost Reimbursement Agreement dated as of September 25th 2019 EXECUTION VERSION d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non- Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive Days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall pay Company for the Company Reimbursable Costs forset forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii), (iv) and (v) below shall not be considered Company Reimbursable Costs and Company shall not be required to pay such costs: a. (i) all Company Reimbursable Costs for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Daysbusiness days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) calendar days in the case of a failure Cost Reimbursement Agreement 2/27/2019 to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement, provided that, in whole the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 7.1 or Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to Cost Reimbursement Agreement 2/27/2019 the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive Days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall pay Company for the Company Reimbursable Costs for: a. set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii), (iv) and (v) below shall not be considered Company Reimbursable Costs and Company shall not be required to pay such costs: Effective Date: 6/30/2022 - Docket #: ER22-2523-000 - Page 42 (i) all Company Reimbursable Costs for Company Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites Site(s) to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standards. 21.2 If without limitation, any applicable limitations on liability contained herein). In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when duedue and one hundred and twenty (120) Days in the case of a non-monetary breach), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or delayed for a period exceeding ninety (90) consecutive days as the result of any continuing dispute between the Parties and Company reasonably determines that Customer has not actively participated in partCompany’s good faith efforts to resolve such dispute pursuant to Section 22.1 hereof for at least sixty (60) days immediately preceding such written notice, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section Erie Blvd. Cost Reimbursement Agreement 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.. Erie Blvd. Cost Reimbursement Agreement

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Engineering & Procurement Agreement - Invenergy 105.8 MW Number 3 Wind Project contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer. Engineering & Procurement Agreement - Invenergy 105.8 MW Number 3 Wind Project

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council NERC and Northeast Power Coordinating Council NPCC protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for Effective Date: 11/2/2023 - Docket #: ER24-391-000 - Page 33 cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Cost Reimbursement Agreement - NYPA/NMPC - Clay/Edic June 2023 Agreement, provided that, in whole the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably ; Effective Date: 11/2/2023 - Docket #: ER24-391-000 - Page 35 (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a Cost Reimbursement Agreement - NYPA/NMPC - Clay/Edic June 2023 configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.Applicable Requirements;

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Engineering & Procurement Agreement - NMPC/ATLANTIC WIND, LLC Q546 Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, subject to Sections 21.3 and thereupon each Party shall immediately discontinue its performance hereunder 21.4 of this Agreement. Subject to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event Section 22.1 of any early termination or cancellation of the Work as contemplated in this Agreement, Customer if applicable, the Non-Breaching Party shall pay Company also have the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior right to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codes, regulations subject to other applicable terms and standards, conditions of this Agreement (including, without limitation, any applicable North American Electric Reliability Council limitations on liability contained herein). 21.2 Subject to Sections 21.3 and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company which cannot be reasonably avoided in the event that Company Work under this Agreement is suspended or mitigated.delayed for a period exceeding sixty

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ ' written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s 's ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s 's receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s 's receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s 's facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council NERC and Northeast Power Coordinating Council NPCC protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately Lake Placid Cost Reimbursement Agreement - February 2020 discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; andLake Placid Cost Reimbursement Agreement - February 2020 d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Northbrook Xxxxx Falls Cost Reimbursement Agreement Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to Northbrook Xxxxx Falls Cost Reimbursement Agreement the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if either Party This Agreement may be terminated prior to the Closing: (a) fails to comply with by Parent if there is a misrepresentation or breach of any of the material terms covenants or conditions agreements of the Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes Company that results in a general assignment for the benefit of its creditorsCompany Material Adverse Effect, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (which such breach has not to exceed been cured within thirty (30) days following written notice thereof (provided that neither Parent nor Acquisition Sub is in breach of any of its representations, warranties, covenants or agreements in this Agreement such that a Parent Material Adverse Effect has occurred); (b) by the case Company if there is a misrepresentation or breach of any of the covenants or agreements of Parent or Acquisition Sub that results in a Parent Material Adverse Effect, and which such breach or misrepresentation has not been cured within thirty (30) days following written notice thereof (provided that the Company is not in breach of any of its representations, warranties, covenants or agreements in this Agreement such that a Company Material Adverse Effect has occurred); (c) by Parent at or after the End Date if any condition set forth in Section 8 has not been satisfied by that date (other than principally as a result of any failure on the part of Parent or Acquisition Sub to pay amounts when due), to terminate comply with or perform its or their covenants and obligations under this Agreement, ); (d) by the Company at or after the End Date if any condition set forth in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms Section 9 has not been satisfied by that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects date (other than principally as a result of the Work that failure on the part of the Company must reasonably complete in order return to comply with or perform its facilities covenants or obligations under this Agreement); (e) by either the Company or Parent, if the Stockholder Approval shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof at which a vote on such approval was taken; (f) by the Company if prior to obtaining the Stockholder Approval, the board of directors of the Company shall have determined to accept a Superior Proposal pursuant to and the Sites to a configuration in compliance with Good Utility Practice Sections 7.8(d) and all applicable laws, codes, regulations and standards.(e); 21.2 If (g) by Parent if the event board of any early termination or cancellation directors of the Work as contemplated Company shall have (i) withdrawn, modified or changed, in this Agreementa manner adverse to Parent or Acquisition Sub, Customer shall pay Company the approval or recommendation by the board of directors of the Company Reimbursable Costs for: a. all Work completed on of this Agreement or before the effective date Contemplated Transactions, including the Merger, (ii) approved or recommended any Acquisition Proposal by a Third Party, (iii) entered into any letter of termination intent, agreement in principle, acquisition agreement or cancellationother agreement with respect to any Acquisition Proposal by a Third Party; or (iv) a tender offer or exchange offer for outstanding Shares shall have been commenced (other than by Parent or an Affiliate of Parent) and the board of directors of the Company recommends that the stockholders of the Company tender their shares in such tender or exchange offer or, within ten Business Days after the commencement of such tender or exchange offer, the board of directors of the Company fails to recommend against acceptance of such offer; b. other costs reasonably incurred (h) by Company in connection with the Work prior to Company’s receipt mutual written consent of the termination or cancellation notice for materialsParent, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities Acquisition Sub and the Sites to Company; or (i) by either Parent or the Company if a configuration Governmental Body of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in compliance with Good Utility Practice and all applicable lawseach case having the effect of permanently restraining, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided enjoining or mitigatedotherwise prohibiting the Merger.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive Days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall pay Company for the Company Reimbursable Costs for: a. set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii), (iv) and (v) below shall not be considered Company Reimbursable Costs and Company shall not be required to pay such costs: 12465314.8 6/24/2021 (i) all Company Reimbursable Costs for Company Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, subject to Sections 21.3 and thereupon each Party shall immediately discontinue its performance hereunder 21.4 of this Agreement. Subject to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event Section 22.1 of any early termination or cancellation of the Work as contemplated in this Agreement, Customer if applicable, the Non-Breaching Party shall pay Company also have the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior right to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codes, regulations subject to other applicable terms and standards, conditions of this Agreement (including, without limitation, any applicable North American Electric Reliability Council limitations on liability contained herein). 21.2 Subject to Sections 21.3 and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company which cannot be reasonably avoided in the event that Company Work under this Agreement is suspended or mitigated.delayed for a period exceeding sixty Effective Date: 2/19/2019 - Docket #: ER19-1401-000 - Page 42 (60) consecutive days as the result of any continuing dispute between the Parties,

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or delayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, (ii) by either Party in partthe event that the License Agreement is terminated, or (iii) Cost Reimbursement Agreement - Greenway Conservancy for the Xxxxxx River Valley - Feb. 2019 Execution Version under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Bill of Sale containing terms and conditions consistent with such an ‘as is’ transfer. Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 32 Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 NYISO Agreements --> Service Agreements --> NMPC & Invenergy Wind - Engineering & Procurement Agreement contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Bill of Sale containing terms and conditions consistent with such an ‘as is’ transfer. Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 34 Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 NYISO Agreements --> Service Agreements --> NMPC & Invenergy Wind - Engineering & Procurement Agreement

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: Luther Forest Cost Reimbursement Agreement 16 (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement between Niagara Mohawk & RG&E (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when duedue and ninety (90) Days in the case of a non- monetary breach), to terminate this Agreement, in whole or in partsubject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated under the circumstances contemplated by, and thereupon in accordance with, (i) Section 5.3 of this Agreement and/or (ii) Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work as contemplated in or this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 18.1 Notwithstanding any other provision of this Agreement, if either Party (a) fails to comply with any of the material terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ ' written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement upon delivery of written notice to the other Party. 18.2 Subject to Section 18.3 of this Agreement, in whole or in part(a) Developer may terminate this Agreement for convenience, such termination to be effective thirty (30) Days following the date of Company's receipt of Developer's written notice of termination, and thereupon (b) either Party may terminate this Agreement under the circumstances contemplated by, and in accordance with, Section 10.2 of this Agreement. 18.3 In the event of any termination of this Agreement, following receipt of written notice of such termination each Party shall immediately promptly discontinue its performance of Work hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, nothing herein will restrict Company’s 's ability to complete aspects of the Company Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If Applicable Requirements. In the event of any early termination or cancellation of the Company Work as contemplated in or this Agreement, Customer Developer shall pay Company the Company: (i) all Company Reimbursable Costs for: a. all for Company Work completed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s 's facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive Days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall pay Company for the Company Reimbursable Costs for: a. set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii), (iv) and (v) below shall not be considered Company Reimbursable Costs and Company shall not be required to pay such costs: Effective Date: 8/18/2021 - Docket #: ER21-2894-000 - Page 39 (i) all Company Reimbursable Costs for Company Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Engineering & Procurement Agreement - Invenergy 105.8 MW Number 3 Wind Project contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when duedue and one hundred and twenty (120) Days in the case of a non-monetary breach), to terminate this Agreement, in whole or in part, subject to Sections 21.3 and thereupon each Party shall immediately discontinue its performance hereunder 21.4 of this Agreement. Subject to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event Section 22.1 of any early termination or cancellation of the Work as contemplated in this Agreement, Customer if applicable, the Non-Breaching Party shall pay Company also have the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior right to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codes, regulations subject to other applicable terms and standards, conditions of this Agreement (including, without limitation, any applicable North American Electric Reliability Council limitations on liability contained herein). 21.2 Subject to Sections 21.3 and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company which canin the event that Company Work under this Agreement is suspended or delayed for a period exceeding ninety (90) consecutive days as the result of any continuing dispute between the Parties and Company reasonably determines that Customer has not be reasonably avoided or mitigated.actively participated in Company’s good faith efforts to resolve such dispute pursuant to Section 22.1 Effective Date: 11/18/2016 - Docket #: ER17-566-000 - Page 40 hereof for at least sixty (60) days immediately preceding such written notice, or

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 7/12/2023 - Docket #: ER23-2496-000 - Page 25 Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Bill of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: Effective Date: 5/3/2023 - Docket #: ER23-2045-000 - Page 35 (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.Cost Reimbursement Agreement - NMPC / Westfield - May 2023

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: Luther Forest Cost Reimbursement Agreement 16 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement 2056 between NYSEG and NiMo (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) DaysEffective Date: 3/1/2019 - Docket #: ER19-1468-000 - Page 38 business days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) calendar days in the case of a failure Cost Reimbursement Agreement 2/27/2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement (SA 2448) between NMPC and NYPA to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement, provided that, in whole the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 7.1 or Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably ; Effective Date: 3/1/2019 - Docket #: ER19-1468-000 - Page 40 (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to Cost Reimbursement Agreement 2/27/2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement (SA 2448) between NMPC and NYPA the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.Applicable Requirements;

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 11/24/2020 - Docket #: ER21-613-000 - Page 31 Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Engineering & Procurement Agreement - NMPC/KCE NY 6, LLC Q759 contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale Effective Date: 11/24/2020 - Docket #: ER21-613-000 - Page 33 Engineering & Procurement Agreement - NMPC/KCE NY 6, LLC Q759

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company for the Company Reimburseable Costs set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii) and (iv) below shall not be considered Company Reimburseable Costs and Customer shall not be required to pay such costs: (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 38 (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section NMPC/O’Brien and Xxxx Cost Reimbursement Agreement dated as of September 25th 2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement NMPC and XXxxxx and Xxxx EXECUTION VERSION 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 40 NMPC/O’Brien and Xxxx Cost Reimbursement Agreement dated as of September 25th 2019 New York Independent System Operator, codes, regulations Inc. - NYISO Agreements - Service Agreements - Cost Reimbursement Agreement NMPC and standards, including, without limitation, applicable North American Electric Reliability Council XXxxxx and Northeast Power Coordinating Council protection; andXxxx EXECUTION VERSION d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding This Agreement may be terminated prior to the Closing: (a) by the mutual written consent of the Parties; (b) by either Party after October 15, 2009 (the “Termination Date”) if the Closing has not taken place by the Termination Date, unless the failure of the Closing to take place on or before such date is attributable to a breach by such Party of any of its obligations set forth in this Agreement; provided, however, that in the event the one hundred five (105) day delivery requirement in clause (a) of Section 4.11 becomes applicable, the Termination Date shall be November 15, 2009; provided further, that if the Seller exercises the extension contemplated by Section 4.11 for the delivery of the Required Financial Statements, then the Termination Date shall automatically be extended by the number of additional days (up to fifteen (15)) by which the time periods specified in clauses (a) and (b) of Section 4.11 were extended. (c) by either Party if the Securities Purchase Agreement is terminated; (d) by either party if a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other provision action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions; (e) by either Party pursuant to Section 4.3(c); (f) by the Purchaser if there has been a material breach of any representation, warranty, covenant or agreement made by the Seller in this Agreement, or any such representation or warranty shall have become untrue after the date of this Agreement, in either case such that the conditions in Section 5 would not be satisfied; provided, however, that if either Party (a) fails to comply with any of such breach is curable by the material terms or conditions of Seller through the Agreement; (b) sells or transfers all or substantially all exercise of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditorsreasonable efforts, then provided that the other Party Seller continues to exercise such reasonable efforts, the Purchaser may not terminate this Agreement under this Section 7.1(f) prior to the Termination Date unless such breach is not cured within 30 days of notice thereof; (g) by the Seller if there has been a material breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement, or if any such representation or warranty shall have become untrue after the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Party and a reasonable opportunity for cure (not to exceed thirty (30) days in the case date of a failure to pay amounts when due), to terminate this Agreement, in whole or either case such that the conditions in partSection 6 would not be satisfied; provided, and thereupon each Party shall immediately discontinue however, that if such breach is curable by the Purchaser through the exercise of its performance hereunder reasonable efforts, then provided that the Purchaser continues to exercise such reasonable efforts, the Seller may not terminate this Agreement under this Section 7.1(g) prior to the extent feasible and make every reasonable effort to procure cancellation Termination Date unless such breach is not cured within 30 days of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects notice thereof; (h) by the Seller following receipt of a Takeover Proposal which the Board of Directors of the Work Seller determines (after consultation with its financial advisor and outside legal counsel) to be a Superior Proposal; provided, however, that: (i) prior to such termination, the Seller has provided the Purchaser a written notice that Company must reasonably complete in order return its facilities describes the Takeover Proposal and the Sites parties thereto; (ii) within two Business Days following the delivery of the notice referred to in clause (i) of this sentence, the Purchaser does not propose adjustments in the terms and conditions of this Agreement the result of which is that the Seller’s Board of Directors reasonably determines (after consultation with its financial advisor and outside legal counsel) that such Takeover Proposal is no longer a configuration Superior Proposal and (iii) as a condition of such termination by the Seller pursuant to this Section 7.1(h), the Seller shall pay to the Purchaser a fee of $1,500,000 in compliance with Good Utility Practice cash. Such payment shall be made by wire transfer of immediately available funds to an account to be designated by the Purchaser and all applicable laws, codes, regulations shall be the sole and standards. 21.2 If exclusive remedy available to the Purchaser in the event of any early a termination of this Agreement by the Seller pursuant to this Section 7.1(h); or (i) by the Purchaser if the Securities Purchase Agreement is validly terminated by TWVC as a result of a Material Adverse Effect (as such term is defined in the Securities Purchase Agreement) or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigatedSeller Material Adverse Effect.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 7/12/2023 - Docket #: ER23-2496-000 - Page 23 Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Bill of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Daysbusiness days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) calendar days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement, provided that, in whole the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 7.1 or Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, subject to Sections 21.3 and thereupon each Party shall immediately discontinue its performance hereunder 21.4 of this Agreement. Subject to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event Section 22.1 of any early termination or cancellation of the Work as contemplated in this Agreement, Customer if applicable, the Non-Breaching Party shall pay Company also have the Company Reimbursable Costs for: a. all Work completed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior right to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codes, regulations subject to other applicable terms and standards, conditions of this Agreement (including, without limitation, any applicable North American Electric Reliability Council limitations on liability contained herein). 21.2 Subject to Sections 21.3 and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company which cannot be reasonably avoided in the event that Company Work under this Agreement is suspended or mitigated.delayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties,

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement, provided that, in whole the case of an unpaid amount disputed by the Breaching Party, the Non-Breaching Party shall not be entitled to provide such written prior notice of termination to the Breaching Party until expiration of any Negotiation Period applicable to such unpaid amount dispute under Section 22.1 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding This Agreement may be terminated at any other provision time prior to the Closing: (a) by the mutual written agreement of the Company and Parent; (b) by the Company or the Parent, if the Closing has not occurred on or prior to 180 days from the date of this Agreement; provided, however, that neither the Company nor the Parent shall be entitled to terminate this Agreement pursuant to this Section 7.1(b) if either Party (a) fails such Party’s failure to comply with fulfill any of its obligations in any material respect under this Agreement has prevented the material terms or conditions consummation of the Agreement; (b) sells or transfers all or substantially all of its assets; Transactions; (c) enters into by the Parent, upon any voluntary material breach of any representation, warranty or involuntary bankruptcy proceeding covenant on the part of the Company or receivership; Principal Stockholder set forth in this Agreement, or (d) makes a general assignment for if any representation or warranty of the benefit of its creditors, then the other Party Company or Principal Stockholder shall have become materially untrue; in either case, such that the rightconditions set forth in Section 6.1 would not be satisfied (a “Company Breach”); provided, without prejudice however, that if such Company Breach is not a willful and intentional breach and is curable by the Company or Principal Stockholder through exercise of all reasonable efforts and for so long as such Parties continue to any other right or remedy and after giving five (5exercise such reasonable efforts, the Parent may not terminate this Agreement under this Section 7.1(c) Days’ written prior notice to the other Party and for a reasonable opportunity for cure (not to exceed period of thirty (30) days in the case after giving written notice of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder such Company Breach to the extent feasible Company; and make every reasonable effort provided further, that the preceding proviso shall not in any event be deemed to procure cancellation extend any date set forth in paragraph (b) of existing commitmentsthis Section 7.1; (d) by the Company, orders and contracts upon terms that are reasonably expected to minimize all associated costs. Howeverany material breach of any representation, nothing herein will restrict Company’s ability to complete aspects warranty or covenant on the part of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If the event of any early termination Parent or cancellation of the Work as contemplated Merger Subs set forth in this Agreement, Customer or if any representation or warranty of the Parent or Merger Subs shall pay Company have become materially untrue; in either case, such that the conditions set forth in Section 6.2 would not be satisfied (a “Parent Breach”); provided, however, that if such Parent Breach is not a willful and intentional breach and is curable by the Parent or Merger Subs through exercise of all reasonable efforts and for so long as such Parties continues to exercise such reasonable efforts, the Company Reimbursable Costs for: a. all Work completed on or before the effective date may not terminate this Agreement under this Section 7.1(d) for a period of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt thirty (30) days after giving written notice of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice such Parent Breach to the extent reasonably necessary Parent; and provided further that the preceding proviso shall not in any event be deemed to return Company’s facilities and extend any date set forth in paragraph (b) of this Section 7.1; or (e) by the Sites to a configuration in compliance with Good Utility Practice and all applicable lawsParent if the Requisite Stockholder Approval has not been obtained by 9:00 a.m. Pacific time, codesNovember 7, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated2006.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 32 Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - NMPC & Invenergy Wind - Engineering & Procurement Agreement contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer. Effective Date: 8/12/2019 - Docket #: ER20-37-000 - Page 34 Invenergy Alle Catt II Wind Project Engineering & Procurement Agreement August 2019 New York Independent System Operator, Inc. - NYISO Agreements - Service Agreements - NMPC & Invenergy Wind - Engineering & Procurement Agreement

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and Engineering & Procurement Agreement - NMPC/KCE NY 6, LLC Q759 contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale Engineering & Procurement Agreement - NMPC/KCE NY 6, LLC Q759 containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: Luther Forest Cost Reimbursement Agreement 16 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agrmnt 2056 btwn NYSEG and Niagara Mohawk (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigated.credit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Xxxx of Sale

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company for the Company Reimbursable Costs forset forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii) and (iv) below shall not be considered Company Reimbursable Costs and Customer shall not be required to pay such costs: a. (i) all Company Reimbursable Costs for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 38 (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section NMPC/O’Brien and Xxxx Cost Reimbursement Agreement dated as of September 25th 2019 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement NMPC and XXxxxx and Xxxx EXECUTION VERSION 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council Effective Date: 9/25/2019 - Docket #: ER20-178-000 - Page 40 NMPC/O’Brien and Northeast Power Coordinating Council protection; andXxxx Cost Reimbursement Agreement dated as of September 25th 2019 NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement NMPC and XXxxxx and Xxxx EXECUTION VERSION d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards. 21.2 If (a) Subject to Section 21.4(b), below, in the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer Developer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery,, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by (iii) all Company which Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation. (b) To the extent that any equipment procured or ordered hereunder as part of the Company Work cannot be reasonably avoided cancelled (the “Non-Cancellable Equipment”), Company may elect: (i) to take title to the Non-Cancellable Equipment, in which event Company shall refund or mitigatedcredit the Developer, as applicable, for any amounts paid by the Developer as Company Reimbursable Costs for the Non-Cancellable Equipment and shall pay the cost of delivery of such Non-Cancellable Equipment; or (ii) to transfer title to and deliver the Non-Cancellable Equipment to Developer, in which event the Developer shall pay, as part of Company Reimbursable Costs, any unpaid balance with respect to the Non-Cancellable Equipment and the cost of delivery of the Non- Cancellable Equipment, such transfer to be on an ‘as is’ basis, without warranty from or recourse to Company, and to be implemented pursuant to a mutually acceptable Bill of Sale containing terms and conditions consistent with such an ‘as is’ transfer.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company the for: NYISO Agreements --> Service Agreements --> Cost Reimbursement Agreement 2135 between NMPC & RG&E (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. other costs reasonably incurred by Company in connection with the Work prior to Company’s receipt of the termination or cancellation notice for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably incurred to unwind Work performed prior to Company’s receipt of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; and d. reasonable demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to comply with pay any amount when due DWT 29559604v3 0089555-000048 material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, in whole or in part, and thereupon each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing Work- and/or Project- related commitments, orders and contracts upon terms that are reasonably expected to minimize all associated costs. However, nothing herein will restrict Company’s ability to complete aspects of the Work that Company must reasonably complete in order to return its facilities and the Sites to a configuration in compliance with Good Utility Practice and all Applicable Requirements. The Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable lawslaw, codessubject to other applicable terms and conditions of this Agreement (including, regulations and standardswithout limitation, any applicable limitations on liability contained herein). 21.2 If In the event of any early termination or cancellation of the Work as contemplated in this Agreement, Customer shall pay Company for the Company Reimburseable Costs set forth below, except if the early termination or cancellation is a result of a breach by Company, the costs indicated in subparagraphs (iii) and (iv) below shall not be considered Company Reimburseable Costs and Customer shall not be required to pay such costs: (i) all Company Reimbursable Costs for: a. all for Work completed performed on or before the effective date of termination or cancellation; b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company in connection with the Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations Applicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Work prior to the effective date of termination or cancellation; and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protection; andDWT 29559604v3 0089555-000048 d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company which cannot be reasonably avoided or mitigated.

Right to Terminate Agreement. 21.1 Notwithstanding any other provision of this Agreement, if If either Party (the “Breaching Party”) (a) fails to pay any amount when due under the terms of this Agreement or fails to comply with or perform, in any material respect, any of the material other terms or conditions of the this Agreement; (b) sells or transfers all or substantially all of its assets; (c) enters into any voluntary or involuntary bankruptcy proceeding or receivership; or (d) makes a general assignment for the benefit of its creditors, then the other Party (the “Non- Breaching Party”) shall have the right, without prejudice to any other right or remedy and after giving five (5) Days’ written prior notice to the other Breaching Party and a reasonable opportunity for cure (not to exceed thirty (30) days Days in the case of a failure to pay amounts when due), to terminate this Agreement, subject to Sections 21.3 and 21.4 of this Agreement. Subject to compliance with Section 22.1 of this Agreement, if applicable, the Non-Breaching Party shall also have the right to pursue any and all rights it may have against the Breaching Party under applicable law, subject to other applicable terms and conditions of this Agreement (including, without limitation, any applicable limitations on liability contained herein). 21.2 Subject to Sections 21.3 and 21.4 of this Agreement, this Agreement may also be terminated upon prior written notice (i) by Company in whole the event that Company Work under this Agreement is suspended or in partdelayed for a period exceeding sixty (60) consecutive days as the result of any continuing dispute between the Parties, or (ii) under the circumstances contemplated by, and thereupon in accordance with, Section 18.2 of this Agreement. 21.3 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated by any provision of this Agreement, each Party shall immediately discontinue its performance hereunder to the extent feasible and make every reasonable effort to procure cancellation of existing commitments, orders and contracts relating to its Work upon terms that are reasonably expected to minimize all associated costs. However, provided, however, that nothing herein will restrict Company’s ability to complete aspects of the Company Work that Company must reasonably complete in order to return its facilities and the Sites its property to a configuration in compliance with Good Utility Practice and all applicable lawsApplicable Requirements and to enable such facilities to continue, codes, regulations and standardscommence or recommence commercial operations. 21.2 If 21.4 In the event of any early termination or cancellation of the Company Work or this Agreement as contemplated in by any provision of this Agreement, Customer shall also pay Company the for: (i) all Company Reimbursable Costs for: a. all for Company Work completed performed on or before the effective date of termination or cancellation;; Cost Reimbursement Agreement - NMPC / Westfield - May 2023 b. (ii) all other costs reasonably Company Reimbursable Costs incurred by Company and/or its Affiliates in connection with the Company Work prior to Company’s receipt the effective date of the termination or cancellation notice cancellation, including, without limitation, for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services which cannot reasonably be avoided, mitigated or cancelled; c. costs reasonably (iii) all Company Reimbursable Costs incurred to unwind Company Work that was performed prior to Company’s receipt the effective date of the termination or cancellation notice to the extent reasonably necessary to return Company’s facilities and the Sites to a configuration in compliance with Good Utility Practice and all applicable laws, codes, regulations and standards, including, without limitation, applicable North American Electric Reliability Council and Northeast Power Coordinating Council protectionApplicable Requirements; (iv) all Company Reimbursable Costs arising from cancellation costs relating to orders or contracts entered into in connection with the Company Work prior to the effective date of termination or cancellation; and d. reasonable (v) all Company Reimbursable Costs arising from demobilization expenses incurred by Company and/or its Affiliates which cannot be reasonably avoided or mitigated.