If NEER delivers written notice that it is not willing to provide or cause to be provided Credit Support that satisfies such Credit Support Change, then NEE Operating LP may request that NEER negotiate in good faith for thirty (30) days regarding the provision of such Credit Support.

111-5, as amended, in respect of any property owned by a member of the NEP Group Ģ.1.2 Subject to Section 2.1.5, if (x)(i) any NEP Group Document is amended, restated, modified or supplemented in a manner that modifies the Credit Support Obligations thereunder or (ii) any Person (A) becomes a member of the NEP Group after the date hereof and is or becomes subject to Credit Support Obligations or (B) enters a NEP Group Document after the date hereof that contains Credit Support Obligations and (y) in connection therewith, the applicable members of the NEP Group wish to request any increase, expansion or other alteration whatsoever to any existing NEER-Provided Credit Support or request any new NEER-Provided Credit Support (any such event, a “ Credit Support Change ”), then NEE Operating LP shall provide NEER with prompt written notice (the “ Credit Support Change Notice ”) that attaches the terms of the applicable Credit Support Obligations, describes such Credit Support Change and describes the requested changes to any existing, or the requested new, NEER-Provided Credit Support, including to the extent applicable (a) the date on which such requested change to or new NEER-Provided Credit Support is required or needed, (b) the amount of any decrease or increase in the Credit Support Obligations as a result of such Credit Support Change, (c) the expiration date of the Credit Support Obligations related to such Credit Support Change, (d) the beneficiary of the Credit Support Obligations related to such Credit Support Change, (e) the form of Credit Support required by the Credit Support Obligations related to such Credit Support Change (or requested by the beneficiary thereof) and (f) any other material terms of the Credit Support Obligations or the requested change to or new NEER-Provided Credit Support related to such Credit Support Change not set forth in clauses (a) through (e) above.Ģ.1.3 Within five (5) Business Days after NEER receives a Credit Support Change Notice, NEER shall deliver written notice to NEE Operating LP stating whether or not NEER is willing to provide or cause to be provided Credit Support that satisfies such Credit Support Change. Bank National Association, as collateral agent, in respect of the Perrin Ranch wind farm, and (d) any other indemnity provided by a member of the Manager Group for recapture liability for any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. Bank National Association, as collateral agent, in respect of the Tuscola Bay wind farm, (c) that certain Cash Grant Recapture Liability Agreement between NEECH and U.S.

Bank National Association, as Collateral Agent, in respect of the Genesis solar project, (b) that certain Cash Grant Recapture Liability Agreement, dated as of June 6, 2013, between NEECH and U.S.

1.1.3 “ Cash Grant Recapture Credit Support ” means (a) that certain Cash Grant Recapture Liability Agreement, dated as of Aug(as amended, restated, modified, supplemented or replaced from time to time), by and among NEECH, Deutsche Bank Trust Company Americas, as Master Administrative Agent, and U.S.

Sweep credit