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OPAL <br />FUELS <br />With a copy to: OPAL Fuels LLC <br />One North Lexington Avenue, Suite 1450 <br />White Plains, NY 10601 <br />Attn: General Counsel <br />E-mail: noticeofficer@opalfuels.com <br />14. Headings. The headings in this Master Agreement are for reference only and shall not affect the <br />interpretation of this Master Agreement. <br />15. Severability. If any term or provision of this Master Agreement is invalid, illegal or unenforceable in <br />any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of <br />this Master Agreement or invalidate or render unenforceable such term or provision in any other <br />jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, <br />the Parties hereto shall negotiate in good faith to modify this Master Agreement so as to affect the <br />original intent of the Parties as closely as possible in a mutually acceptable manner in order that the <br />transactions contemplated hereby be consummated as originally contemplated to the greatest extent <br />possible. <br />16. Entire Agreement. This Master Agreement constitutes the sole and entire agreement of the Parties <br />to this Agreement with respect to the subject matter contained herein, and supersedes all prior and <br />contemporaneous representations, warranties, understandings and agreements, both written and oral, <br />with respect to such subject matter. <br />17. Successors and Assigns. This Master Agreement shall be binding upon and shall inure to the <br />benefit of the Parties hereto and their respective successors and permitted assigns. Except as provided <br />in this Section, neither Party may assign its rights or obligations hereunder without the prior written <br />consent of the other Party, which consent shall not be unreasonably withheld, conditioned or <br />delayed. Notwithstanding the foregoing, assignment of this Master Agreement by either Party is <br />permitted without the consent of the other party if (i) the assignee is an affiliate of the assigning Party, (ii) <br />the assigning Party can demonstrate that the same personnel will be responsible for executing this <br />Agreement following such assignment and (iii) the assigning entity accepts all of rights and obligations <br />under this Agreement. Following any assignment permitted to in this Section, the assigning Party shall <br />be released from any and all obligations or liabilities arising under, or relating to, this Master Agreement <br />attributable to the period following the effective date of such assignment. Either Party may, however, <br />with the other Party's written consent, collaterally assign its rights under this Agreement to a lender or <br />other party providing financing. <br />18. No Third -Party Beneficiaries. This Master Agreement is for the sole benefit of the Parties hereto <br />and their respective successors and permitted assigns and nothing herein, express or implied, is <br />intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy <br />of any nature whatsoever under or by reason of this Master Agreement. <br />19. Amendment and Modification; Waiver. This Master Agreement may only be amended, modified <br />or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any <br />of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so <br />waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, <br />breach or default not expressly identified by such written waiver, whether of a similar or different <br />character, and whether occurring before or after that waiver. No failure to exercise, or delay in <br />exercising, any right, remedy, power or privilege arising from this Master Agreement shall operate or be <br />construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or <br />privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, <br />remedy, power or privilege. <br />OPAL Fuels Station Services LLC. F/k/a TruStar Energy LLC-One North Lexington Avenue, White Plains. NY 10601 • w aoaltuels com <br />