The MSA provides that NEP and certain affiliates may terminate the agreement only upon 90 days' prior written notice to NEE Management upon the occurrence of any of the following: • NEE Management defaults in the performance or observance of any material term, condition or covenant contained therein in a manner that results in material harm to NEP or its affiliates and the default continues unremedied for a period of 90 days after written notice thereof is given to NEE Management; • NEE Management engages in any act of fraud, misappropriation of funds or embezzlement that results in material harm to NEP or its affiliates; • NEE Management is reckless in the performance of its duties under the agreement and such recklessness results in material harm to NEP or its affiliates; • upon the happening of certain events relating to the bankruptcy or insolvency of NEP or certain of its affiliates; or • NEE Management intentionally or willfully takes any action that materially conflicts with or directly contravenes any resolution or other determination of the board relating to certain significant activities of NEP, such action has caused, or would reasonably be expected to cause, material harm to NEP and its subsidiaries, and such action continues unremedied for a period of 90 days after written notice thereof is given to NEE Management.