Term Sheet

Execution Version

Phase I Service Agreement US_ACTIVE-104934134.8

SERVICE AND MAINTENANCE AGREEMENT

for the

PHASE I PROJECT

Dated as of

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Phase I Service Agreement i US_ACTIVE-104934134.8

ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION ..........................................1 1.1 Definitions...................................................................................................................1 1.2 Recitals, Articles, Sections, Schedules and Exhibits ..................................................1 1.3 Gender .........................................................................................................................2 1.4 Successors and Assigns...............................................................................................2 1.5 Day ..............................................................................................................................2 1.6 Grammatical Forms ....................................................................................................2 1.7 References to Documents ...........................................................................................2

ARTICLE 2 SUPPLIER’S PERFORMANCE OBLIGATIONS ...................................................2 2.1 Site Services ................................................................................................................2 2.2 Additional Services .....................................................................................................3 2.3 Availability Covenants................................................................................................4 2.4 Standards of Performance ...........................................................................................4 2.5 Exclusions ...................................................................................................................4 2.6 Communication and Reporting ...................................................................................5 2.7 Meetings ......................................................................................................................6 2.8 Updates and Revisions to Reference Documents .......................................................6 2.9 Supplier’s Manager .....................................................................................................6 2.10 Cooperation with Other Contractors ...........................................................................7 2.11 Permits ........................................................................................................................7 2.12 Safety ..........................................................................................................................7 2.13 Hazardous Substances and Hazardous Site Conditions ..............................................7 2.14 Inspection of Replaced Parts .......................................................................................8 2.15 Land Rights and Concerns ..........................................................................................8 2.16 Financing, Regulatory and Other Cooperation ...........................................................8 2.17 Reserved Rights ..........................................................................................................9

ARTICLE 3 SUPPLIER’S PARTS OBLIGATIONS ....................................................................9 3.1 Parts Availability ........................................................................................................9 3.2 Title .............................................................................................................................9 3.3 Sale of Spare Parts ....................................................................................................10

ARTICLE 4 BUYER’S PERFORMANCE OBLIGATIONS ......................................................10 4.1 Access .......................................................................................................................10 4.2 Monitoring and Diagnostics Systems .......................................................................11 4.3 Operations and Management, Health and Safety ......................................................11 4.4 Buyer’s Manager .......................................................................................................11 4.5 Permits and Real Property Rights .............................................................................11 4.6 Safety ........................................................................................................................11 4.7 Hazardous Substances and Hazardous Site Conditions ............................................12 4.8 Notices ......................................................................................................................12 4.9 Supplier’s Parts, Tools and Equipment .....................................................................12 4.10 Project Specific Operational Requirements ..............................................................12 4.11 Site Facilities .............................................................................................................13

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ARTICLE 5 EXCLUSIVITY .......................................................................................................13

ARTICLE 6 FEES AND PAYMENT TERMS ............................................................................14 6.1 Fees. ..........................................................................................................................14 6.2 Taxes. ........................................................................................................................14 6.3 Changes in Law.........................................................................................................15 6.4 Invoice.......................................................................................................................15 6.5 Disputed Payments....................................................................................................15 6.6 Late Payment Interest ...............................................................................................15

ARTICLE 7 PROPRIETARY RIGHTS.......................................................................................16 7.1 Grant of License ........................................................................................................16 7.2 No Copies..................................................................................................................16 7.3 Proprietary Notices ...................................................................................................16 7.4 No Reverse Engineering ...........................................................................................16 7.5 Improvements. ..........................................................................................................17 7.6 Ownership. ................................................................................................................18 7.7 Enforcement ..............................................................................................................18 7.8 Duration and Transfers .............................................................................................18 7.9 Government End Users .............................................................................................19 7.10 Export Restrictions....................................................................................................19 7.11 Reservation of Rights ................................................................................................19

ARTICLE 8 LIMITATIONS OF REMEDIES AND LIABILITIES ..........................................19 8.1 Overall Limitation of Liability..................................................................................19 8.2 Consequential Damages ............................................................................................20 8.3 Commencement of Claims ........................................................................................20 8.4 Releases Valid in All Events.....................................................................................20 8.5 Survival .....................................................................................................................20

ARTICLE 9 INSURANCE ..........................................................................................................20

ARTICLE 10 FORCE MAJEURE OR EXCUSABLE EVENT ..................................................21 10.1 Force Majeure or Excusable Event ...........................................................................21 10.2 Procedures .................................................................................................................21 10.3 Burden of Proof.........................................................................................................22

ARTICLE 11 DEFAULT AND TERMINATION .......................................................................22 11.1 Supplier Defaults ......................................................................................................22 11.2 Buyer Defaults ..........................................................................................................23 11.3 Cure of an Event of Default ......................................................................................24 11.4 Termination Remedies. .............................................................................................24 11.5 Extended Delay .........................................................................................................25 11.6 Effect of Termination ................................................................................................25 11.7 Procedure at Expiration of Term...............................................................................25

ARTICLE 12 INDEMNIFICATION ...........................................................................................26 12.1 Indemnification by Supplier .....................................................................................26

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12.2 Indemnification by Buyer .........................................................................................26 12.3 Indemnification Procedure ........................................................................................27 12.4 Infringement Indemnification by Supplier................................................................27 12.5 Infringement Indemnification by Buyer ...................................................................29 12.6 Comparative Negligence ...........................................................................................30 12.7 Availability of Insurance...........................................................................................30 12.8 Survival .....................................................................................................................30

ARTICLE 13 ARBITRATION ....................................................................................................30 13.1 Referral to Senior Management ................................................................................30 13.2 Arbitration Procedure................................................................................................30 13.3 Attorneys’ Fees .........................................................................................................31 13.4 Performance During Dispute ....................................................................................31 13.5 Third Parties ..............................................................................................................31 13.6 Independent Engineer ...............................................................................................32 13.7 Language ...................................................................................................................32 13.8 Survival .....................................................................................................................32

ARTICLE 14 SUCCESSORS AND ASSIGNEES ......................................................................32 14.1 Successors and Assignees .........................................................................................32 14.2 Subcontracts ..............................................................................................................33

ARTICLE 15 CONFIDENTIALITY AND PUBLICITY ............................................................33 15.1 Confidential Information. .........................................................................................33 15.2 Publicity ....................................................................................................................35 15.3 Survival .....................................................................................................................35

ARTICLE 16 GENERAL PROVISIONS ....................................................................................35 16.1 Waiver .......................................................................................................................35 16.2 Right of Waiver.........................................................................................................35 16.3 Notice ........................................................................................................................35 16.4 Governing Law .........................................................................................................36 16.5 Consent to Jurisdiction ..............................................................................................36 16.6 Amendments .............................................................................................................36 16.7 Entire Agreement ......................................................................................................36 16.8 No Partnership Created .............................................................................................37 16.9 Survival .....................................................................................................................37 16.10 Further Assurances....................................................................................................37 16.11 Headings ...................................................................................................................37 16.12 No Rights in Third Parties ........................................................................................37 16.13 Severability ...............................................................................................................37 16.14 Joint Effort ................................................................................................................37 16.15 Effectiveness .............................................................................................................38 16.16 English Language Documents ..................................................................................38 16.17 NO IMPLIED WARRANTIES ................................................................................38 16.18 Conflicting Provisions ..............................................................................................38 16.19 Counterparts ..............................................................................................................38 16.20 Non-Solicitation of Employees .................................................................................38

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16.21 Buyer Direct Liability ...............................................................................................39

SCHEDULE 1 DEFINITIONS AND RULES OF INTERPRETATION ....................................40

Phase I Service Agreement US_ACTIVE-104934134.8

List of Exhibits

Exhibit A Reference Documents

Exhibit B Rate Schedule

Exhibit C Insurance Requirements

Exhibit D Availability Covenants

Exhibit E Event Code Allocation Table

Exhibit F Project Specific Operational Requirements

Exhibit G Scheduled Maintenance Limitations

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SERVICE AND MAINTENANCE AGREEMENT

THIS SERVICE AND MAINTENANCE AGREEMENT is made and entered into as of (the “Effective Date”) by and between

, a corporation (hereinafter, “Supplier”), and a limited liability company (hereinafter, “Buyer”) on behalf of itself and as agent for

County, (hereinafter, “Bond Issuer”). Buyer and Supplier are sometimes referred to individually as a “Party” and together as the “Parties.”

RECITALS:

A. WHEREAS, the Parties are entering into a Wind Turbine Supply Agreement dated as of the Effective Date (the “Wind Turbine Supply Agreement”), pursuant to which Supplier has agreed to supply and Buyer, as agent for Bond Issuer for the purposes of the

County Industrial Revenue Bond Act (the “Act”), has agreed to purchase certain Turbine Equipment more particularly described therein to be erected and installed at the Project.

B. WHEREAS, Buyer, as lessee and operator of the Turbine Equipment and as agent on behalf of Bond Issuer pursuant to the Act, wishes to obtain certain covenants regarding the availability of the Wind Turbines and certain services and/or parts in connection with the Serviced Equipment.

C. WHEREAS, Supplier has agreed to make certain covenants regarding the availability of the Wind Turbines and to provide certain services and/or parts to Buyer in connection with the Serviced Equipment on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1 DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions. Initially-capitalized terms used in this Agreement (including the preamble and Recitals hereto) and not otherwise defined herein shall have the meanings specified in Schedule 1 to this Agreement or, if not defined therein, in the Wind Turbine Supply Agreement.

1.2 Recitals, Articles, Sections, Schedules and Exhibits. References to Recitals, Articles, Sections, Schedules and Exhibits are, unless otherwise indicated, to Recitals of, Articles of, Sections of, Schedules to and Exhibits to this Agreement. All Schedules and Exhibits attached to this Agreement are incorporated herein by this reference and made a part hereof for all purposes. References to a Schedule or an Exhibit shall mean the referenced Schedule or Exhibit and any sub-schedules, sub-exhibits, sub-parts, components or attachments included therewith.

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1.3 Gender. As used in this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural, and vice versa.

1.4 Successors and Assigns. Unless expressly stated otherwise, references to a Person includes its successors and permitted assigns and, in the case of a Governmental Authority, any Person succeeding to its functions and capacities.

1.5 Day. As used in this Agreement, references to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing an obligation under this Agreement expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.

1.6 Grammatical Forms. As used in this Agreement, where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder” and “hereof” refer to this Agreement, taken as a whole, and not to any particular provision of this Agreement; “including” means “including, for example and without limitation,” and other forms of the verb “to include” are to be interpreted similarly.

1.7 References to Documents. As used in this Agreement, all references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made. Any term defined or provision incorporated in this Agreement by reference to another document, instrument or agreement shall continue to have the meaning or effect ascribed thereto whether or not such other document, instrument or agreement is in effect.

ARTICLE 2 SUPPLIER’S PERFORMANCE OBLIGATIONS

2.1 Site Services. During the Term, Supplier shall perform all maintenance, diagnostics, repair and replacement services on the Serviced Equipment at the intervals set forth below:

2.1.1 Scheduled Maintenance. Except as otherwise provided in Exhibit G, Supplier shall perform Scheduled Maintenance in accordance with the intervals set forth in the Reference Documents and in accordance with the Scheduled Maintenance Calendar.

2.1.2 Unscheduled Maintenance. During the applicable Defect Warranty Period for an item of Serviced Equipment, Supplier shall perform all diagnostic services on such Serviced Equipment not included within Scheduled Maintenance that are necessary to perform its obligations under Section 12.2 of the Wind Turbine Supply Agreement. To the extent that Parts fail during the applicable Defect Warranty Period for reasons other than a Defect or fail after the applicable Defect Warranty Period and, in either case, such failure is not a result of an exclusion set forth in Section 2.5, Supplier shall, at its cost, either repair or replace such failed Parts and perform all diagnostics services that are necessary with respect to such Parts (whether to repair or replace such failed Part shall be in the sole discretion of Supplier). Supplier shall be responsible for all costs of mobilization and demobilization, and of accessing the failed Part (subject to Section 4.1), disassembling, removing or replacing the failed Part and reassembling

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the Wind Turbine as necessary to make it operational with respect to the failed Part. Supplier shall respond to faults as promptly as reasonably practical but in no event later than (i) if the Wind Turbine is offline, five (5) days after obtaining knowledge of the fault and (ii) in all other cases, thirty (30) days after obtaining knowledge of the fault. Notwithstanding anything herein to the contrary, (i) nothing herein shall be duplicative of Supplier’s obligations under the Wind Turbine Supply Agreement, and (ii) Supplier shall have no obligation to repair or replace any Part (a) that has cosmetic damage which does not affect its performance, or (b) that has incurred ordinary wear of performance or function but has not yet failed. During the Term, Supplier will (i) energize and de-energize the Switchgear in connection with the performance of Site Services and (ii) perform remote resets on the Wind Turbines on an as-needed basis (except in situations excluded pursuant to Section 2.1.4) at no additional cost to Buyer.

2.1.3 Service Personnel; Tools and Equipment. Supplier shall provide the Site Services using qualified personnel during Normal Business Hours and, in its sole discretion, outside Normal Business Hours as may be reasonably necessary to fulfill its obligations hereunder. Supplier shall furnish its service personnel with such tools and equipment as are necessary to perform the Site Services.

2.1.4 Exclusions from Scheduled Maintenance and Unscheduled Maintenance. Notwithstanding anything else to the contrary in this Section 2.1, Supplier shall not be obligated to undertake any of the following in connection with the Scheduled Maintenance or Unscheduled Maintenance: (i) any cleaning or painting of external parts of the Turbine Equipment except to the extent the need for such cleaning or painting is due primarily to a failed Part (unless excluded pursuant to Section 2.5) or the performance of the Site Services; (ii) any cleaning of internal parts if needed in consequence of sand, earth, dust or other external factors including such conditions at the Project Site except to the extent the need for such cleaning is due primarily to a failed or leaking Part (unless excluded pursuant to Section 2.5) or the performance of the Site Services; or (iii) on-site resets of the Turbine Equipment directly attributable to a grid failure or planned outage caused by the grid not operating within the parameters set forth in the Reference Documents.

2.1.5 Compliance With Other Agreements. Supplier shall perform its obligations under this Agreement in a manner that will not compromise or invalidate any of Buyer’s warranties under the Wind Turbine Supply Agreement.

2.2 Additional Services. Supplier shall perform any Additional Services in accordance with the terms of this Agreement (i) at the written request of Buyer pursuant to terms and conditions agreed to by the Parties, (ii) within a reasonable time following such request based on the facts and circumstances of the nature of such Additional Services and (iii) at Buyer’s additional cost and expense at Supplier’s then-current rate schedule, a current version of which is attached as Exhibit B for references purposes, or at fixed prices agreed in writing between the Parties prior to Supplier providing any such Additional Services. If, after receipt of Buyer’s written request pursuant to clause (i) of this Section 2.2, Supplier determines that the price of the Additional Services requested by Buyer in such written request will exceed One Hundred Thousand Dollars ($100,000), Buyer shall pre-pay Supplier for thirty-five percent (35%) of the price of such requested Additional Services.

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2.3 Availability Covenants. During the Availability Term, the Wind Turbines shall be subject to the terms and conditions regarding Availability set forth in Exhibit D.

2.4 Standards of Performance.

2.4.1 Supplier shall perform the Services in a workmanlike manner and in compliance with Applicable Laws, Prudent Wind Industry Practices and the other requirements of this Agreement (collectively, the “Supplier Requirements”), provided that an immaterial failure to comply with a Supplier Requirement that does not have an adverse effect on the Buyer shall not be a breach under this Agreement. Supplier shall perform all Services in a manner such that any Serviced Equipment shall adhere to or be consistent with the DNV Certificate, where applicable, or Supplier shall obtain certification of such Serviced Equipment.

2.4.2 If there are any conflicts between or among the standards or requirements contained in the Supplier Requirements (other than the Reference Documents), Supplier shall promptly notify Buyer of the conflict, and the Parties shall cooperate and negotiate in good faith such modifications to this Agreement as are necessary to resolve the conflict. If there are any conflicts between or among the Reference Documents and the standards or requirements of any other Supplier Requirements, the standards or requirements set forth in the Reference Documents shall control.

2.5 Exclusions. Supplier is not and shall not be held liable or have any obligation under this Agreement for any loss or damage to the Turbine Equipment (or any reduced Availability) to the extent such loss or damage is caused by any of the following (except to the extent such loss or damage is the result of acts or omissions of Supplier or its Subcontractors, including a failure to perform repair work required pursuant to the Warranty Obligations under the Wind Turbine Supply Agreement if such failure is the cause of the loss or damage):

2.5.1 Any Buyer Responsible Party’s acts or omissions unless expressly permitted under the terms of the Wind Turbine Supply Agreement or this Agreement, including:

(i) Any failure of the Balance of Plant Work to be performed in accordance with the requirements of the Wind Turbine Supply Agreement;

(ii) Any use or operation of any Turbine Equipment in a manner not in accordance with the Operating Manual, Installation Manual, service bulletins issued by Supplier, the Technical Specifications, any Project Specific Operational Requirements, Prudent Wind Industry Practices or Applicable Laws;

(iii) The failure to site any Wind Turbine in accordance with the Site Plan;

(iv) The failure of any Buyer Responsible Party to comply with the Installation Manual, the Storage Instructions, the Freewheeling Instructions or any other storage procedures respecting the Turbine Equipment provided to Buyer after the Effective Date; or

(v) A configuration change to any Operating Parameter of any Wind Turbine, including de-rating;

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2.5.2 Any service, repair or alteration provided by any Person other than

Supplier or its Subcontractors and any part, material, layout and/or design supplied or required by any Person other than Supplier or its Subcontractors;

2.5.3 A part, material or equipment other than Serviced Equipment;

2.5.4 Abnormal wear and tear and conditions at the Project Site or the relevant Wind Turbine, including wind speeds, gusts, turbulence or wind shear, which are outside the applicable operating or design parameters of the Turbine Equipment;

2.5.5 Any Soil or Subsurface Condition at the Project Site;

2.5.6 Any Buyer Hazardous Substance or any other hazardous condition described under Section 4.7;

2.5.7 Any Force Majeure Event;

2.5.8 Lack of Access to the Project Site or any Wind Turbine;

2.5.9 Any rust, corrosion, lightning, hail, dust storm, ice or ice storm;

2.5.10 Application of the brakes to any Wind Turbine for a continuous period of forty-eight (48) hours or more; or

2.5.11 Any disconnection of the Project (at the substation and/or the collection system) from the interconnection utility grid while the Wind Turbines are under load more than twenty-five (25) times in a consecutive twelve (12) month period.

2.6 Communication and Reporting. The Parties shall exchange information and reports by the methods and on the schedules set forth below:

2.6.1 Log Books. Supplier shall provide Buyer with a log book for each Wind Turbine to record the identity and activity of all visitors to each Wind Turbine. Such log book will be kept at the location of each such Wind Turbine. All personnel and representatives of each Party shall be required to record their identity, the date, time and purpose of any visit to such Wind Turbine, the nature of any work performed thereon and such other details for which log books may reasonably be used.

2.6.2 Service Order Reports. For each visit to perform Site Services to a Wind Turbine, Supplier shall prepare a written service report which describes (i) the parts used or replaced on the Wind Turbine and (ii) the Site Services performed by Supplier on the Wind Turbine during such visit. Supplier shall provide Buyer copies of all service reports for each Wind Turbine serviced by Supplier on a monthly basis after the Commissioning Completion Date for such Wind Turbine. Such reports may be provided in electronic format and emailed to Buyer to an email address identified by Buyer’s Manager.

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2.6.3 Monthly Performance Reports. Supplier shall provide to Buyer by the fifteenth (15th) Business Day of each month a written report (a “Monthly Performance Report”) which for the prior calendar month provides a summary of production, Availability, event codes, Scheduled Maintenance, Unscheduled Maintenance and any other relevant issues with respect to the Wind Turbines. Such reports may be provided in electronic format and emailed to Buyer at an email address identified by Buyer’s Manager.

2.6.4 Emergency Notification; Supplier Notices. Except as otherwise provided in Section 2.13, upon obtaining notice or knowledge thereof, Supplier shall promptly notify Buyer of any emergency or hazardous condition or occurrence that in any way affects, or would reasonably be expected to affect, the safe operation of the Turbine Equipment or the Project or the safety of personnel at the Project Site. Such written notice may be provided in electronic format and emailed to Buyer at an email address identified by Buyer’s Manager.

2.7 Meetings. During the Term, a representative of each Party (together, the “Representatives”) shall meet in accordance with the schedule and for the purposes set forth below:

2.7.1 Annual Calendaring of Scheduled Maintenance. Once prior to the first Commissioning Completion Date, once during the first six (6) months following the first Commissioning Completion Date, and once annually thereafter, the Representatives shall meet to discuss and agree upon the projected dates and times for the immediately following period during which Supplier shall perform the Scheduled Maintenance on the Serviced Equipment (the “Scheduled Maintenance Calendar”); provided, that the Scheduled Maintenance Calendar shall be developed in accordance with the Operating Manual. The dates and times in the Scheduled Maintenance Calendar may be amended thereafter as described in Exhibit G or by mutual agreement of the Representatives.

2.7.2 Monthly Status Reviews. Following the fifteenth (15th) day of each calendar month, the Representatives shall meet to discuss and review (i) the information contained in the Monthly Performance Reports, (ii) the monthly availability of the Wind Turbines (iii) any technical issues which may have arisen with respect to the performance, availability or maintenance and servicing of the Wind Turbines, (iv) Scheduled Maintenance and Unscheduled Maintenance performed during the preceding calendar month, (v) any and all failures by a Wind Turbine and the causes thereof, (vi) Scheduled Maintenance to occur during the next following calendar month and (vii) whether the then-current Scheduled Maintenance Calendar continues to be appropriate or should be revised in light of recent performance levels and current aggregate hours of actual operation of the Wind Turbines.

2.8 Updates and Revisions to Reference Documents. During the Term, Supplier shall provide to Buyer one (1) subscription to updates and revisions to the mechanical and electrical Reference Documents for the Wind Turbines. Buyer shall provide Supplier with the name and contact information of the individual designated by Buyer to receive any updates or revisions to such documents (if other than Buyer’s Manager).

2.9 Supplier’s Manager. Supplier shall appoint a single representative to act as its manager and coordinator of this Agreement on Supplier’s behalf (“Supplier’s Manager”).

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Supplier’s Manager shall (i) act as the liaison for Supplier’s communications with Buyer, (ii) be responsible for receiving all reports due under this Agreement from Buyer and delivering all reports due hereunder to Buyer, (iii) have authority to act on behalf of Supplier with respect to Supplier’s performance of the Services and (iv) have the experience and authority to make reasonably prompt means and methods decisions at the Project Site. All communications delivered by Supplier’s Manager shall be binding on Supplier except with respect to those communications that Supplier has delivered prior written notice to Buyer that Supplier’s Manager is not authorized to deliver. Notwithstanding the foregoing, Supplier’s Manager shall not have authority to increase Supplier’s obligations under this Agreement or to amend or to modify any of the provisions of this Agreement. Supplier shall at all times keep Buyer informed of the identity of and contact information for Supplier’s Manager and, to the extent a different individual has responsibility for site safety, environmental issues, emergencies or billing and invoicing, the identity of and contact information for such individuals.

2.10 Cooperation with Other Contractors. The Parties acknowledge that, concurrently with the performance of Supplier’s obligations under this Agreement, Other Contractors may be performing work on behalf of Buyer at the Project Site. During performance of its obligations under this Agreement, Supplier shall not unreasonably interfere with Other Contractors performing such work and shall cooperate, at no cost or expense to Supplier, with each Other Contractor in the performance of such Other Contractor’s duties to allow the performance of its and their respective obligations to occur concurrently in a timely and efficient manner.

2.11 Permits. Supplier shall obtain and maintain all Permits required by Applicable Law to be obtained in the name of Supplier and which are necessary to lawfully perform the Site Services. Supplier shall have no responsibility to obtain any other Permits necessary for Buyer to perform its obligations hereunder or to own or operate the Turbine Equipment or the Project, provided that Supplier shall, at no cost or expense to it, reasonably cooperate with Buyer with respect to obtaining the Permits contemplated under Section 4.5.

2.12 Safety. During performance of its obligations under this Agreement at the Project Site, Supplier shall, and shall cause its Subcontractors and their respective agents and employees to, comply with the Supplier Safety Program, the Supplier Site Rules and any safety procedures established by Supplier after the Effective Date. Supplier shall comply with the PPE Plan when performing its obligations under this Agreement at the Project Site. While at the Project Site, Supplier shall also comply with any reasonable safety or site rules established by Buyer or Other Contractor after the Effective Date (excluding any drug and/or alcohol program contained therein), provided that if compliance with any such safety or site rule delays or materially increases Supplier’s cost of performing its obligations hereunder, Buyer shall reimburse Supplier for all such additional costs reasonably incurred and any additional time required to perform its obligations as a result of such delay shall be deemed to be “Uncontrollable Hours” for purposes of Exhibit D.

2.13 Hazardous Substances and Hazardous Site Conditions. Supplier, at its sole cost and expense and following notice to and coordination with Buyer, shall arrange and contract for the disposal, transportation and reporting of Hazardous Substances brought onto and released at the Project Site by Supplier or its Subcontractors (such Hazardous Substances hereinafter referred to as “Supplier Hazardous Substances”) to the extent required by Applicable Laws, in

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each case, by licensed, insured, competent and professional contractors in a safe manner and in accordance with Applicable Laws. As between the Parties, except as provided in Section 4.7, Supplier shall be solely liable for any response, removal, investigation, cleanup or other remedial action required by any Applicable Laws related to any Supplier Hazardous Substances. In the event Supplier encounters any Hazardous Substance or other hazardous conditions at the Project Site that are inconsistent with the Supplier Requirements or would reasonably be expected to impact the performance of Supplier’s obligations hereunder, Supplier shall promptly report the condition to Buyer. In such event, Supplier shall stop work and remove, or take other actions necessary to remedy the hazards associated with, any Supplier Hazardous Substances such that Supplier can resume work. Supplier shall be responsible for any incremental costs incurred by Buyer resulting from Supplier’s failure to comply with its obligations set forth in the immediately preceding sentence or in connection with the disposal, transportation and reporting of Buyer Hazardous Substances if (i) Buyer provides Supplier with written notice of the contents and location of, and instructions for handling, such Buyer Hazardous Substances and (ii) Supplier exacerbates the hazardous conditions associated with such Buyer Hazardous Substances.

2.14 Inspection of Replaced Parts. Supplier shall notify Buyer when any Part which is a material element of a Major Component is removed from the Turbine Equipment and, subject to Section 4.1, Buyer shall have the right to inspect any such Parts removed by Supplier at the Project Site, or if the Part is to be immediately taken off site for repair, at the facility where the repairs are to be undertaken, if permitted by the owner of such facility. Buyer shall complete any such inspection as promptly as practicable following removal of the relevant Part, but in no event later than the date by which Supplier must arrange for the return of such Part to its supplier, repair facility, original equipment manufacturer or other third party to maintain its rights under any warranty, return or replacement, insurance or similar policy respecting such Part. Such opportunity to inspect may not unreasonably interfere with Supplier’s performance of its obligations under this Agreement or decrease the value of the Part being inspected.

2.15 Land Rights and Concerns. Supplier shall, at no cost to Buyer, comply with the relevant terms of all leases and other land contracts applicable to the Project Site which are set forth in Exhibit Q to the Wind Turbine Supply Agreement. Supplier shall not enter into any agreement, contract or understanding with any landowner or occupant of real property at or adjacent to the Project Site with regard to the Project or performance of its obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Supplier shall exercise all reasonable efforts to mitigate or limit damage to the property of any landowner caused by Supplier, if any, by promptly taking appropriate and sufficient corrective action, including the expenditure of all reasonable sums of money; provided however that such obligation to mitigate, to the extent dependent on access to the relevant landowner’s property, shall be conditioned on Buyer or such landowner permitting Supplier access to such property.

2.16 Financing, Regulatory and Other Cooperation. Supplier shall provide such cooperation as Buyer may reasonably request in connection with (i) obtaining financing for the Project, (ii) obtaining any regulatory treatment or approval sought by Buyer related to this Agreement or the Project, (iii) obtaining a cash grant under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009, including (a) at the request of Buyer, providing a

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statement or certification reasonably necessary to support any application by Buyer for such a cash grant (except if such certification is or would be false or in violation of Applicable Laws), which statement or certification shall be signed under penalty of perjury by an officer of Supplier and include a description of Supplier’s scope of work, work performed (and certifying what work commenced pursuant to this Agreement), and amounts billed to or received from Buyer for such work performed, all in a form reasonably acceptable to Buyer, and (b) to the extent that Buyer is unable to obtain a cash grant based on amounts “incurred” by Buyer for the Turbines and Supplier “incurs” amounts for the Turbines after the date of a “binding contract” for such Turbines within the meaning of any guidance issued by a Governmental Authority relating to Section 1603 of the American Recovery and Reinvestment Tax Act of 2009, at the request of Buyer, providing directly to the applicable Governmental Authority or such other Person subject to confidentiality restrictions as the Parties may agree, a statement or certification reasonably necessary to support any application by Buyer for such a cash grant (except if such certification is or would be false or in violation of Applicable Laws), which statement or certification shall be signed under penalty of perjury by an officer of Supplier and include the amounts “incurred” by Supplier for the 2010 Turbines after the date of a “binding contract” based on the applicable transfer prices paid by Supplier, or (iv) responding to any reasonable concerns of landowners at or adjacent to the Project Site related to Supplier’s performance of its obligations hereunder; provided, however, that, with respect to each of the foregoing clauses (i) through (iv), such cooperation does not adversely affect the rights or increase the duties of Supplier under this Agreement or cause Supplier to incur additional expenses or liability in the performance of its obligations hereunder. Buyer shall reimburse Supplier for the reasonable costs and expenses incurred by Supplier (including attorneys’ fees and legal costs) in connection with any cooperation provided pursuant to this Section 2.16. Any consent by Supplier to the collateral assignment of this Agreement to a Financing Party shall be conditioned upon Supplier’s receipt of an agreement from the Financing Party to release and discharge of record any Lien held by such Financing Party in any Part removed by Supplier in connection with the performance of its obligations hereunder upon replacement of such removed Part. Until such time as a debt or equity financing with respect to the Project shall be in place, all references herein to a Financing Party shall be of no force and effect.

2.17 Reserved Rights. Supplier reserves the right (i) to make changes and improvements in its equipment and products without incurring any obligation to make such changes and improvements to the Turbine Equipment; and (ii) to change the terms of the services it provides to other Persons in the future without incurring any right or obligation to make the revised terms applicable to the Turbine Equipment. The provisions of this Section 2.17 shall survive the termination or expiration of this Agreement.

ARTICLE 3 SUPPLIER’S PARTS OBLIGATIONS

3.1 Parts Availability. During the Term, Supplier shall maintain a suitable inventory of replacement or spare parts for the Wind Turbines at a facility in North America to enable Supplier to fulfill its obligations hereunder.

3.2 Title. Title to any Part, material, equipment, supplies, consumables, replacement or spare part and any other items furnished, provided or otherwise used by Supplier shall remain

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with Supplier until such time as the same is installed in the applicable Wind Turbine, at which time it shall transfer to Bond Issuer (through Buyer acting as agent for Bond Issuer under the Act); provided, however, that title to any such items installed in a Wind Turbine in connection with Supplier’s provision of Additional Services shall pass to Bond Issuer (through Buyer acting as agent for Bond Issuer under the Act) only upon Buyer’s payment in full for such Additional Services. All right, title and interest in any Part removed from a Wind Turbine shall vest in Supplier upon removal thereof, free and clear of any Lien of any Person claiming by or through Buyer, and Buyer shall promptly deliver any such part in its possession to Supplier. If Supplier requests a written representation that a removed Part will be free and clear of Liens upon replacement of the removed Part, Supplier shall have no obligation to repair or replace any Part until such time as Buyer provides Supplier with such written representation.

3.3 Sale of Spare Parts. Supplier shall make replacement Parts available for purchase by Buyer for the Turbine Equipment for a period of twenty (20) years after the Commissioning Completion Date of the last Wind Turbine, provided that Supplier continues to manufacture, or its Affiliates or sub-suppliers continue to manufacture, as applicable, such replacement Parts. If Buyer elects to purchase any replacement Parts from Supplier for the Turbine Equipment within such time period, Supplier shall sell such replacement Parts to Buyer at a price no higher than Supplier’s then-effective list price. Buyer shall reimburse Supplier for the actual costs incurred by Supplier for Service Sales Taxes relating to any Parts purchased pursuant to this Section 3.3 or in connection with shipping, handling, insurance, duties or other costs associated with the transportation or delivery of such Parts.

ARTICLE 4 BUYER’S PERFORMANCE OBLIGATIONS

During the Term, Buyer shall perform the following obligations:

4.1 Access. Buyer shall provide Supplier with clear Access to enable Supplier to perform its obligations under this Agreement. Buyer shall ensure that all Access Roads, Crane Pads and Lay-down Areas on the Project Site are maintained in compliance with the standards set forth in the Balance of Plant Specifications. If any damage to the public roads, Access Roads, Crane Pads, Lay-down Areas or site roads occurs during performance of Supplier’s obligations hereunder, Buyer shall pay directly, or promptly reimburse Supplier for, any and all fines and/or repair costs associated with such damage except to the extent such damage is caused by (i) Supplier exceeding axel load requirements associated with any applicable Supplier Permit or the minimum axel load requirements set forth in the Balance of Plant Specifications, (ii) Supplier’s transportation vehicles venturing outside markers of the applicable public road, Access Road, Crane Pad, Lay-down Area or site road or (iii) except to the extent inconsistent with the foregoing, failure to comply with Prudent Wind Industry Practices. Buyer shall also cause the Switchgear to be energized and de-energized, following request therefor from Supplier, as necessary to permit Supplier to perform its obligations hereunder (other than Site Services). If Buyer fails to comply with its obligations under this Section 4.1, any delay incurred by Supplier as a consequence of such failure shall be accounted from the time Supplier required Access to the time when Access has been provided. In addition to the physical access to the Wind Turbines described above, Buyer shall provide Supplier with access to the SCADA System as provided for under Section 4.2.

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4.2 Monitoring and Diagnostics Systems. Buyer shall allow Supplier full and complete access to the SCADA System in order for Supplier to monitor the Turbine Equipment and use any data generated by such system. To facilitate Supplier’s access to the SCADA System, Buyer shall (i) install and maintain a T1 data grade line (or its equivalent), that is capable of supporting the SCADA System and that maintains an uptime adequate for Supplier to monitor the Turbine Equipment on a real-time basis and (ii) provide Supplier with a static public internet protocol (IP) address that is accessible through any internet connection. Supplier shall be permitted remote client access to the SCADA System to monitor the Turbine Equipment and, subject to Article 14, use any Wind Turbine data generated by such system.

4.3 Operations and Management, Health and Safety. Day-to-day operation and management of the Project will be conducted by Buyer or an operator of Buyer’s choosing. Buyer shall operate the Turbine Equipment and ancillary equipment and manage and maintain the Project Site in accordance with the Operating Manual, Prudent Wind Industry Practices, the Technical Specifications, all service bulletins issued by Supplier, the Reference Documents, any Project Specific Operational Requirements and all Applicable Laws and shall take all necessary precautions to protect the health and safety of Supplier’s personnel at the Project Site.

4.4 Buyer’s Manager. Buyer shall appoint a single representative to act as its manager and coordinator of this Agreement on Buyer’s behalf (“Buyer’s Manager”). Buyer’s Manager (i) shall act as the liaison for Buyer’s communications with Supplier, (ii) shall be responsible for receiving all reports due under this Agreement from Supplier and delivering all reports due hereunder to Supplier, (iii) shall have authority to act on behalf of Buyer and (iv) shall have the experience and authority to make reasonably prompt means and methods decisions on a real time basis. All communications received from Buyer’s Manager shall be binding on Buyer unless Buyer has provided prior written notice to Supplier that Buyer’s Manager is not authorized to deliver such communications. Notwithstanding the foregoing, Buyer’s Manager shall not have authority increase Buyer’s obligations under this Agreement or to amend or to modify any of the provisions of this Agreement. Buyer shall at all times keep Supplier informed of the identity of and contact information for Buyer’s Manager and, to the extent a different individual has responsibility for site safety, environmental issues, emergencies and billing and invoicing, the identity of and contact information for such individuals.

4.5 Permits and Real Property Rights. Buyer shall obtain and maintain all Permits and Real Property Rights required to be obtained in the name of Buyer in order to (i) lawfully operate the Turbine Equipment and perform Buyer’s obligations under this Agreement and (ii) enable Supplier to lawfully access the Project Site and the Turbine Equipment. Buyer shall, at no cost or expense to it, cooperate with Supplier’s reasonable requests to assist Supplier in obtaining the Permits contemplated under Section 2.11.

4.6 Safety. During performance of any work by Buyer or any Other Contractor at the Project Site, Buyer shall, and shall cause all of its employees, agents and Other Contractors and their respective agents and employees to, comply with the Supplier Safety Program (other than any drug and/or alcohol program contained therein), the Supplier Site Rules and any safety procedures established by Supplier after the Effective Date, provided that if compliance with any such safety procedures are not required by Applicable Laws and materially increase Buyer’s cost of performing its obligations hereunder when compared to the cost of compliance with the

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Supplier Safety Program on the Effective Date, Supplier shall reimburse Buyer for all such costs reasonably incurred. Buyer shall comply with the PPE Plan when performing its obligations under this Agreement at the Project Site.

4.7 Hazardous Substances and Hazardous Site Conditions. Buyer shall arrange and contract for the disposal, transportation and reporting of Hazardous Substances, other than Supplier Hazardous Substances, brought onto and released at the Project Site (whether prior to or after the Effective Date) (such Hazardous Substances hereinafter referred to as “Buyer Hazardous Substances”) to the extent required by Applicable Laws, in each case, by licensed, insured, competent and professional contractors in a safe manner and in accordance with Applicable Laws. As between the Parties, except as provided in Section 2.13, Buyer shall be solely liable for any response, removal, investigation, cleanup or other remedial action required by any Applicable Laws related to any Buyer Hazardous Substances. In the event Buyer encounters any Hazardous Substance or other hazardous conditions at the Project Site that are inconsistent with the Supplier Requirements or would reasonably be expected to impact the performance of Supplier’s obligations hereunder, Buyer shall promptly report the condition to Supplier. In such event, Supplier shall stop work, and Buyer shall remove, or take other actions necessary to remedy the hazards associated with, any Buyer Hazardous Substances such that Supplier can resume work. Buyer shall be responsible for any incremental costs incurred by Supplier in connection with the disposal, transportation and reporting of Supplier Hazardous Substances if (i) Supplier provides Buyer with written notice of the contents and location of, and instructions for handling, such Supplier Hazardous Substances and (ii) Buyer exacerbates the hazardous conditions associated with such Supplier Hazardous Substances.

4.8 Notices. Upon obtaining notice or knowledge thereof, Buyer shall notify Supplier verbally (with written notice to follow within three (3) days) of any (i) events or facts or observations that may affect the performance of Supplier’s obligations under this Agreements, and (ii) except as otherwise provided in this Agreement, emergency or hazardous condition or occurrence that in any way affects, or would reasonably be expected to affect, the safe operation of the Turbine Equipment or the Project or the safety of personnel at the Project Site.

4.9 Supplier’s Parts, Tools and Equipment. Buyer shall provide security for Supplier’s Parts and other parts, tools and equipment while at the Project Site using the same care to protect the same as an ordinarily prudent person operating a project of a size and nature similar to the Project would use with its own property, but in any event shall not use less than reasonable care, and shall be responsible for any damage to such property resulting from its failure to use such care. Buyer shall keep Supplier’s Parts and other parts, tools and equipment free and clear of any and all Liens created by or arising through Buyer. Title to Supplier’s tools and equipment and, subject to Section 3.2, Parts shall remain with Supplier at all times.

4.10 Project Specific Operational Requirements. Buyer represents and warrants to Supplier that all information provided to Supplier by Buyer related to the Project and the Project Site, including the Project Site Data, is to the best of Buyer’s knowledge, true, accurate and complete in all material respects. Supplier has received and reviewed the Project Site Data from Buyer and based on such review, Supplier has made a determination that Buyer must comply with the requirements for the operation and shutdown of the Wind Turbines set forth on Exhibit F as a condition to the effectiveness of Supplier’s obligations under this Agreement. If, after the

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Effective Date, the actual operating conditions at the Project Site differ from the Project Site Data supplied by Buyer, notwithstanding anything herein to the contrary, Supplier may impose different or additional operational requirements for the Turbine Equipment in addition to those set forth on Exhibit F, subject to the approval of Buyer not to be unreasonably withheld, conditioned or delayed. If Buyer does not approve any such different or additional operational requirements, Supplier may refer the matter for resolution in accordance with Section 13.6. Supplier shall act reasonably and in good faith in determining the need for any Project Specific Operational Requirements after the Effective Date, and Exhibit F shall be revised as needed to reflect such Project Specific Operational Requirements. Notwithstanding Supplier’s review of the Project Site Data, Supplier shall have no responsibility to ensure that the Site Plan, wind resource, climatic conditions, topography, grid connection or Project Site are suitable for the Project and support the power output projections for the Project.

4.11 Site Facilities. Prior to the Commissioning Completion Date for the first Wind Turbine, Buyer shall provide Supplier with site facilities at the Project Site meeting the Long Term Site Facilities Requirements for storage of parts, tools and equipment in connection with the performance of Supplier’s obligations hereunder and under the Wind Turbine Supply Agreement and provide access to such site facilities to Supplier.

ARTICLE 5 EXCLUSIVITY

During the Term, Buyer will not procure any services or parts for the Serviced Equipment from any Person other than Supplier and will not itself perform any services on the Serviced Equipment without the express written consent of Supplier, other than services that would not reasonably be expected to impact the maintenance, operation or performance of the Turbine Equipment. Notwithstanding the foregoing, Buyer may procure services or parts for the Turbine Equipment from a third party if a Supplier Event of Default that is reasonably expected to materially and adversely affect the safety, reliability or generating capacity of the Turbine Equipment has occurred and is continuing beyond the applicable cure period therefor following receipt from Buyer of notice of such Supplier Event of Default. Any Person providing such service shall (a) have demonstrated experience in providing the same or similar services to wind generation facilities of a type and wind turbine size similar to the Project and (b) perform such services in accordance with the applicable performance standards set forth herein. Any agreement between Buyer and such third party for the performance of Additional Services shall include provisions substantially similar to those contained in Article 13 hereof and shall require such third party to consent to joinder to any Third Party Controversy hereunder. Supplier shall not be liable for any warranty or other claim made by Buyer that resulted from or was caused by the servicing or operation of the Turbine Equipment by such Person in a manner not in accordance with the applicable performance standards set forth herein. If Supplier in good faith disputes the need for services that are performed or parts that are provided by such Person hereunder or believes that the exercise of Buyer’s rights pursuant to this Article 5 was improper, Supplier may submit the matter to arbitration pursuant to Article 13 hereof.

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ARTICLE 6 FEES AND PAYMENT TERMS

6.1 Fees.

6.1.1 Interim Service Fee. During the period from the Commissioning Completion Date for the first Wind Turbine until the Final Commissioning Completion Date, Buyer shall pay Supplier a fee equal to One Hundred Sixteen Dollars ($116) per day per Wind Turbine that has achieved Commissioning Completion during such period (the “Interim Service Fee”). Buyer shall pay to Supplier fifty percent (50%) of the Interim Service Fee for each Wind Turbine for which the Deemed Commissioning Completion Date has occurred until the Commissioning Completion Date for such Wind Turbine.

6.1.2 Annual Fee. From the Final Commissioning Completion Date until the first anniversary of such date, Buyer shall pay to Supplier a fee in the amount of Thirty-Eight Thousand Six Hundred Sixteen Dollars ($38,616) per Wind Turbine. From the first anniversary of the Final Commissioning Completion Date until the end of Term, Buyer shall pay to Supplier a fee in the amount of Thirty Thousand Eight Hundred Ninety-Three Dollars ($30,893) per Wind Turbine per year, payable in advance in equal quarterly installments (the applicable fee at such time, the “Annual Fee”).

6.1.3 Quarterly Variable Fee. In addition to the Interim Service Fee and the Annual Fee, following the first anniversary of the Final Commissioning Completion Date until the end of Term, Buyer shall pay Supplier a variable fee based upon the actual electrical production generated by the Project as measured at the revenue meter at the point of interconnection. Such variable fee shall be paid quarterly in arrears in an amount of One Dollar and Seventy-Four Cents ($1.74) per MWhr generated by the Project in the applicable quarterly period (the “Quarterly Variable Fee”). In the event that a negligent act or omission of any Buyer Responsible Party or an equipment failure in the Balance of Plant Work results in lost MWhrs of electrical production, Buyer shall pay Supplier for such MWhrs as if they had been generated, as determined based on operating data from the SCADA System or, if such data is not available, data collected by meteorological towers.

6.1.4 Indexation of Fees. The Annual Fee and Quarterly Variable Fee will be adjusted on each anniversary of the Final Commissioning Completion Date commencing with the first anniversary of the Final Commissioning Completion Date (each such anniversary, an “Adjustment Date”) by the percentage change, if any, in the CPI-U most recently published prior to the relevant Adjustment Date over the CPI-U determined for the immediately preceding Adjustment Date (or in the case of the first Adjustment Date, the CPI-U

published immediately preceding the Final Commissioning Completion Date); provided, however, that in no event shall the Annual Fee or Quarterly Variable Fee, as adjusted, be less than the immediately preceding Annual Fee or Quarterly Variable Fee, as applicable.

6.2 Taxes.

6.2.1 Buyer shall remit to Supplier all amounts payable for Service Sales Taxes within seven (7) days following receipt from Supplier of an invoice therefor and reasonable

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documentation supporting the calculation thereof. Supplier shall cooperate with the reasonable requests of Buyer in any efforts by Buyer to obtain exemption from, or to minimize, any Service Sales Taxes for which Buyer is liable under this Agreement.

6.2.2 Buyer shall reimburse Supplier for any interest, penalties, fines and additions that Supplier is required to pay due to Buyer’s failure to timely remit Service Sales Taxes to Supplier.

6.3 Changes in Law. During the Term, Buyer shall be responsible for all costs and expenses incurred by Supplier in performance of its obligations hereunder that are required to comply with any Change in Law applicable to the Project Site or the transportation or delivery of equipment to the Project Site, including any reasonable internal administrative costs and expenses and costs and expenses resulting from (i) an increase in Service Sales Taxes and (ii) any additions, revisions and modifications of the insurance required to be maintained pursuant to Article 9 hereof but excluding any cost or expense related to a change in general structure, application or rates applicable to any federal, state or local income taxes imposed upon Supplier, other than any Service Sales Taxes. Buyer shall reimburse Supplier for all costs and expenses incurred as a result of any such Change in Law plus, except in the case of an increase in Service Sales Taxes or any administrative or regulatory fees imposed by a Governmental Authority or any other cost or expense customarily passed through without mark-up under similar circumstances, ten percent (10%) of such costs and expenses after receipt by Buyer of an invoice and reasonable documentation relating to such additional costs.

6.4 Invoice. Supplier shall submit an invoice to Buyer no earlier than thirty (30) Business Days prior to the end of each quarter for the next quarterly installment of the Annual Fee, which invoice will indicate, if applicable, the CPI-U used to calculate the Annual Fee after any Adjustment Date. Supplier shall submit an invoice to Buyer at any time following the end of each quarter for the Quarterly Variable Fee attributable to the prior quarter, which invoice will indicate, if applicable, the CPI-U used to calculate the Quarterly Variable Fee after any Adjustment Date. Buyer shall pay such quarterly installment of the Annual Fee and the Quarterly Variable Fee no later than thirty (30) days after receipt of the invoice from Supplier. With respect to any other amounts due hereunder (including the Interim Service Fee and the costs of any Additional Services), Supplier shall submit invoices for such amounts and Buyer shall pay such invoices no later than thirty (30) days after receipt thereof. Supplier may invoice Buyer for, and Buyer shall pay, the pro rata cost of Additional Services completed on each Wind Turbine through the date of the relevant invoice regardless of whether such Additional Services have been fully completed for all Wind Turbines at the time of such invoice.

6.5 Disputed Payments. If a dispute arises regarding the payments to be made to either Party hereunder, Buyer or Supplier, as applicable, shall pay all undisputed amounts, and the Parties shall attempt in good faith to resolve the dispute as promptly as practicable and, if unsuccessful, shall resolve the payment dispute in accordance with the dispute resolution provisions in Article 13.

6.6 Late Payment Interest. Any amount owed by a Party hereunder beyond the date that such amount first becomes due and payable under this Agreement shall accrue interest from the date that it first became due and payable until the date that it is paid at the lesser of (a)

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LIBOR plus three percent (3%) per annum or (b) the maximum rate permitted by Applicable Law.

ARTICLE 7 PROPRIETARY RIGHTS

7.1 Grant of License. Subject to the terms of this Agreement and upon receipt by Buyer of any Parts for the Serviced Equipment or other Licensed Technology from Supplier, Supplier hereby grants to Buyer a non-exclusive, royalty-free and non-transferable (except as permitted herein) limited license (the “License”), under Supplier’s Intellectual Property in the Licensed Technology, to use the Licensed Technology solely at the Project Site and solely for the purpose of using, and supporting its permitted use of, the Turbine Equipment, and solely in accordance with the terms of this Agreement. The Licensed Technology is licensed solely for use in the form delivered to Buyer and may not be separated from any part of the Turbine Equipment with which it may be integrated. Buyer may not modify, adapt, translate, display or distribute the Licensed Technology, or use the Licensed Technology to create a derivative work or sell, lease, loan, publish, disclose, sublicense, grant have made rights, rent, assign, transfer, deploy or otherwise make available the Licensed Technology, in whole or in part, to any third party except as expressly permitted in this Agreement. Buyer may disclose those parts of the Licensed Technology to third party contractors who have a need to know such parts of the Licensed Technology, solely for Buyer’s use and operation of the Turbine Equipment and in accordance with the terms of this Agreement; provided that such third parties shall first execute a confidentiality agreement consistent with this Agreement containing restrictions on disclosure and use at least as restrictive as those in Article 15 (and such third party contractors shall not be permitted to disclose the Licensed Technology to any other third party). The Licensed Technology is Confidential Information of Supplier as defined in Section 15.1, even if not marked as “confidential,” “proprietary,” or with other such similar language, except where an exception in Section 15.1.1 applies. Notwithstanding anything to the contrary herein, in no event will title to the Licensed Technology or any other Intellectual Property used in the Turbine Equipment or otherwise provided to Buyer, including any software or firmware, transfer to Buyer or Bond Issuer.

7.2 No Copies. Except as otherwise permitted by this Agreement, Buyer shall not make any copies of the Licensed Technology without obtaining express written permission from Supplier.

7.3 Proprietary Notices. Buyer shall not remove or alter, or permit to be removed or altered, any proprietary notices that appear on or with the Licensed Technology or the Turbine Equipment. At the request and expense of Supplier, Buyer shall include on and with the Licensed Technology a written notice stating: “Confidential and Proprietary Information of

. Access and Use Restricted by License” or such other or additional notice as Supplier may prescribe.

7.4 No Reverse Engineering. The Licensed Technology includes trade secrets of Supplier or its Affiliates. In order to protect the Licensed Technology, Buyer shall not modify, translate, decompile, reverse engineer, decrypt, extract or disassemble the Licensed Technology or otherwise reduce or attempt to reduce any software or firmware in the Licensed Technology to

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source code form. Buyer shall ensure, both during and (if Buyer still has possession of the Licensed Technology) after the performance of this Agreement, that (a) Persons who are not bound by a confidentiality agreement consistent with this Agreement shall not have access to the Licensed Technology and (b) Persons who are so bound are put on written notice that the Licensed Technology contains trade secrets, owned by and proprietary to Supplier or its Affiliates.

7.5 Improvements.

7.5.1 By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the “Licensed Technology” for purposes of the License. The Parties agree that due to the background and expertise of Supplier and its Affiliates in the Licensed Technology and its vested interest in maintaining the quality of its products, Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License.

7.5.2 By Buyer. Except as otherwise permitted pursuant to Section 7.5.3 or the Wind Turbine Supply Agreement, Buyer may not modify the Licensed Technology. Buyer may suggest modifications in the Licensed Technology to Supplier. In order to maintain product quality, any modification in the Licensed Technology suggested by Buyer must first be approved by Supplier in its sole discretion in writing before it is used by Buyer hereunder. If Buyer develops any modification or improvement in the Licensed Technology (whether permitted or not), it shall immediately disclose it to Supplier in writing. If and only if, and to the extent, Applicable Law mandates that Buyer own any modifications to or improvements in the Licensed Technology, notwithstanding the terms of this Agreement, Buyer hereby grants to Supplier and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use and sublicense others to use these modifications or improvements.

7.5.3 Post Term Modifications. Following termination or expiration of the Warranty Period and Term, and subject to all the other provisions of this Article 7 (including without limitation Section 7.4), Buyer may modify the Turbine Equipment and/or the contents of any manuals and other written documentation related to the Turbine Equipment (other than the Technical Specifications) provided by Supplier to Buyer, provided that such modified Turbine Equipment and materials (i) comply with Applicable Laws, (ii) do not infringe any applicable Intellectual Property of a third party; (iii) do not have a material adverse effect on the safe use or operation of the Turbine Equipment; (iv) are used only at the Project Site; and (v) any such amendments to manuals and other written documentation shall be clearly marked as amendments made by Buyer. For avoidance of doubt, Supplier, Supplier’s Parent, or Supplier’s Affiliates shall not be obligated to provide to Buyer or any third party any source code, technical data, or other materials in connection with such modifications. Supplier hereby disclaims all responsibility for, and all liabilities arising from, any modification made by or on behalf of Buyer in accordance with this Section 7.5.3.

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7.6 Ownership.

7.6.1 Supplier. As between the Parties, Supplier or its Affiliates shall own the Licensed Technology, including any modifications, discoveries, derivative works and improvements related to it, whether developed by Supplier, by Buyer, or by the Parties jointly, all Intellectual Property therein and any Intellectual Property developed during, or arising out of, the performance of Supplier’s obligations under this Agreement or the Wind Turbine Supply Agreement. Buyer acquires only the right to use the Licensed Technology and improvements under the License, strictly in compliance with the terms of this Agreement, and does not acquire any ownership rights or title to it.

7.6.2 Buyer. As between the Parties, Buyer or its Affiliates shall own (1) any Intellectual Property developed or acquired by Buyer prior to or independently of this Agreement and the relationship with Supplier created hereby, (2) the Project Site Data and all data generated by the SCADA System (collectively, the “Buyer Data”) and (3) all Intellectual Property therein, excluding in each case any of the Licensed Technology incorporated therein. Buyer hereby grants to Supplier a non-exclusive, royalty-free, perpetual, non-transferable license to use the Buyer Data during the Term, subject to Section 15.1.

7.7 Enforcement. Each Party shall notify the other promptly in writing of any suspected infringement by a third party of the Licensed Technology or any of the Intellectual Property therein. Supplier shall have the exclusive right to enforce and defend the rights appurtenant to the Licensed Technology or the Intellectual Property therein in Supplier’s sole discretion and shall have the sole right of control of any such enforcement action or proceeding it elects to initiate (an “Action”), at Supplier’s sole cost and expense. Supplier shall keep Buyer informed as to the course of all such Actions in the Territory whether conducted for Supplier’s or Buyer’s account. Buyer shall provide on Supplier’s written request all reasonable assistance in preparing and advancing Supplier’s case, in consideration of which Supplier shall reimburse Buyer’s reasonable out-of-pocket costs incurred in doing so. Supplier may retain any monetary damages or other compensation or recovery awarded to it in any Action under this Section 7.7. Notwithstanding the foregoing, Buyer may participate and be represented in any Action by its own counsel at its own expense. Supplier shall not settle any such Action in a manner materially and adversely affecting Buyer’s rights in this Agreement without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer has no right to enforce Supplier’s Intellectual Property in the Licensed Technology against any third parties.

7.8 Duration and Transfers. The Licensed Technology is inseparable from the Parts and other materials furnished under this Agreement. As a result, subject to payment in full of the applicable Fees, and any applicable fees for Additional Services, the License (i) shall continue for so long as Buyer or any successor retains ownership of the Turbine Equipment and continues operating the same, (ii) shall terminate automatically if and when the Wind Turbines are permanently removed from service (subject to earlier termination in accordance herewith), and (iii) shall transfer as part of an Assignment that is permitted under Section 14.1 (including an Assignment to a Financing Party as collateral security). If Buyer sells or transfers the Project, the Turbine Equipment, any Parts, or any portion thereof, apart from an Assignment of this Agreement, the License will terminate as to Buyer and Buyer must, as a condition thereof, notify

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Supplier in writing and assign to the transferee thereof the License, and procure from the transferee an assumption of the License, on substantially the same terms as set forth in this Article 7 and in form subject to Supplier’s prior reasonable approval, to the extent the License is applicable to the assets being sold or transferred. The License may not be assigned, transferred, or sublicensed except as expressly permitted in this Section 7.8. Buyer shall be responsible for, and indemnify, defend and hold harmless, Supplier, Supplier’s Parent, Supplier’s Affiliates, and their respective officers, directors, members, agents and employees from and against any damage, injury or loss resulting from the failure of Buyer to comply with the terms of this Article 7.

7.9 Government End Users. The software portion of the Licensed Technology is a “commercial item” as that term is defined at 48 CFR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 CFR 12.212, and in the event the Licensed Technology is provided to the US government such Licensed Technology shall be provided to the US government only as a commercial end item. Consistent with 48 CFR 12.212, civilian US government end users acquire the software and documentation with only those license rights set forth herein as restricted by 48 CFR 12.212(a)(1) and (a)(2); US Department of Defense end users acquire the software and documentation with only those license rights set forth herein as restricted by 48 CFR 227.7202-1 through 227.7202-4.

7.10 Export Restrictions. Buyer acknowledges that the Licensed Technology may be subject to the US Export Administration Laws and Regulations. Buyer may not export or re- export the Licensed Technology (nor any direct product therefrom) in violation of the US export laws. Buyer certifies that Buyer is not on the US Department of Commerce’s Denied Persons List or affiliated lists or on the US Department of Treasury’s Specially Designated Nationals List. To the extent required, Buyer shall abide by any and all notices regarding export and agrees not to remove or allow any third party to remove such notices. Buyer’s obligation under this Section 7.10 shall survive the expiration or termination of this Agreement.

7.11 Reservation of Rights. Supplier reserves all rights in the Licensed Technology not expressly granted to Buyer in this Agreement. Without limitation of the foregoing, no rights are granted to Buyer, in this Agreement or any other agreement between the Parties, to access, receive, possess, use, reverse engineer, decompile or disclose any source code of any software or firmware.

ARTICLE 8 LIMITATIONS OF REMEDIES AND LIABILITIES

8.1 Overall Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement and without modification of other limits of liability set forth herein, in no event shall Supplier, Supplier Parent and their Affiliates be liable, alone or in the aggregate, to Buyer for any damages, claims, demands, suits, causes of action, losses, costs, expenses, indemnification, credits toward the Fees associated with liability for liquidated damages, if any, and/or liabilities in excess of an amount equal to the aggregate Fees paid and payable by Buyer to Supplier during the Term, regardless of whether such liability arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict

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liability or any other legal theory; provided, however, that the preceding limitation of liability shall not apply to, and no credit shall be issued against such liability for, (i) liabilities resulting from the gross negligence or willful misconduct of Supplier or its Subcontractors, (ii) any damages payable to a third party which are an element of the Losses indemnified under clause (b) of Section 12.1 or (iii) losses, costs and expenses incurred in connection with the performance of Unscheduled Maintenance or the repair or replacement of Defective Parts during the Defect Warranty Period pursuant to the Wind Turbine Supply Agreement.

8.2 Consequential Damages. Except as otherwise provided in this Section 8.2 or Section 8.4, each Party waives all claims against the other Party (and against the Affiliates of each, and their respective members, shareholders, officers, directors, agents and employees) for any consequential, incidental, indirect, special, exemplary or punitive damages (including loss of actual or anticipated profits, revenues or product; loss by reason of shutdown or non-operation; increased expense of operation, borrowing or financing; loss of use or productivity; and increased cost of capital) arising out of this Agreement; and, regardless of whether any such claim arises out of breach of contract, guaranty or warranty, tort, product liability, indemnity, contribution, strict liability or any other legal theory, each Party hereby releases the other Party and each of such Persons from any such liability. Any liquidated damages payable by Supplier under this Agreement shall not be deemed consequential damages.

8.3 Commencement of Claims. Any legal action of Buyer arising under this Agreement must be commenced within three (3) years after the end of the Term. To the maximum extent permitted by Applicable Law, Buyer hereby waives any right to commence any claim or action after such three (3) year period.

8.4 Releases Valid in All Events. The Parties intend that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and indemnity and hold harmless provisions expressed throughout this Agreement shall apply even in the event of the negligence (in whole or in part), strict liability, tort liability, fault or breach of contract (including other legal bases of responsibility such as fundamental breach) of the Party whose liability is released, disclaimed or limited by any such provision, and shall extend to such Party’s Affiliates and their respective partners, shareholders, directors, officers, employees and agents. Notwithstanding anything herein to the contrary, no waiver, disclaimer, release, limitation or indemnity shall apply or be effective in the event of the willful misconduct, gross negligence or fraud of the Party attempting to enforce such provision.

8.5 Survival. The provisions of this Article 8 shall survive the termination or expiration of this Agreement.

ARTICLE 9 INSURANCE

Each Party shall maintain or cause to be maintained the respective insurance described in Exhibit C and shall otherwise comply with the terms and conditions applicable to such Party set forth in Exhibit C.

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ARTICLE 10 FORCE MAJEURE OR EXCUSABLE EVENT

10.1 Force Majeure or Excusable Event. A Party will not be considered to be in breach or default of its obligations under this Agreement to the extent that performance of such obligations or its efforts to cure are delayed or prevented, directly or indirectly, due to a Force Majeure Event or Excusable Event, which in the case of Supplier shall include being relieved from its obligations under Sections 2.1 and 2.2 for so long as and only to the extent that the performance thereof is delayed or prevented by reason of a Force Majeure Event or Excusable Event; provided that (i) none of the Term or the Availability Term shall be extended due to any Force Majeure Event or Excusable Event and (ii) Supplier shall not be entitled to additional compensation hereunder for any Force Majeure Event occurring outside of the state in which the Project is located.

10.2 Procedures. If either Party, as a result of the occurrence of a Force Majeure Event or Excusable Event, is rendered wholly or partially unable to perform its obligations under this Agreement, such Party shall comply with the following:

10.2.1 the affected Party shall give the other Party written notice describing the particulars of the occurrence, with written notice given promptly after the occurrence of the event, and in no event more than five (5) Business Days after the affected Party becomes aware that such occurrence is a Force Majeure Event or Excusable Event; provided, however, that any failure of the affected Party to provide such written notice within such five (5) Business Day period shall not waive, prejudice or otherwise affect such Party’s right to relief under this Section 10.2, but the relief shall be limited to the extent that the failure to provide such notice within such time period prejudices the other Party;

10.2.2 the affected Party shall give the other Party written notice estimating the event’s expected duration (to the extent possible) and probable impact on the performance of such Party’s obligations hereunder, and such affected Party shall continue to furnish timely regular reports with respect thereto during the continuation of the event;

10.2.3 the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the event;

10.2.4 no liability of either Party which arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the occurrence;

10.2.5 the affected Party shall exercise all reasonable efforts to mitigate or limit damages to the other Party, and, in the case of a Force Majeure Event only, promptly take appropriate and sufficient corrective action, including the expenditure of all reasonable sums of money;

10.2.6 the affected Party shall use all reasonable efforts to continue to perform its obligations hereunder and, in the case of a Force Majeure Event only, to correct or cure the event excusing performance; and

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10.2.7 when the affected Party is able to resume performance of the affected obligations under this Agreement, the affected Party shall promptly resume performance and give the other Party written notice to that effect.

10.3 Burden of Proof. The burden of proof as to whether a Force Majeure Event or Excusable Event has occurred, its duration and whether such event excuses a Party from performance under this Agreement shall be upon the Party claiming such Force Majeure Event or Excusable Event.

ARTICLE 11 DEFAULT AND TERMINATION

11.1 Supplier Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Supplier hereunder (a “Supplier Event of Default”):

11.1.1 Supplier fails to pay to Buyer any payment required under this Agreement which is not in dispute, and such failure continues for seven (7) Business Days after receipt of written notice of such failure;

11.1.2 Any representation or warranty of Supplier contained in this Agreement shall prove to be false or misleading at the time such representation or warranty is made and has a material adverse effect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and material adverse effect continue uncured for thirty (30) days after receipt of written notice from Buyer;

11.1.3 Supplier or Supplier Parent voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors and, with respect to Supplier Parent, Supplier has not delivered to Buyer another guaranty, bank bond or letter of credit in a form reasonably acceptable to Buyer to replace the Supplier Parent Guaranty;

11.1.4 Insolvency, receivership, reorganization, bankruptcy, or similar proceedings shall have been commenced against Supplier or Supplier Parent and such proceedings remain undismissed or unstayed for a period of sixty (60) days, and, with respect to Supplier Parent, Supplier has not delivered to Buyer another guaranty, bank bond or letter of credit in a form reasonably acceptable to Buyer to replace the Supplier Parent Guaranty;

11.1.5 Supplier Parent disavows its obligations under the Supplier Parent Guaranty or Supplier fails to cause the Supplier Parent Guaranty to be maintained in full force and effect in accordance with its terms and such disavowal or failure continues for thirty (30) Business Days after receipt of written notice of such disavowal or failure and Supplier has not delivered to Buyer another guaranty, bank bond or letter of credit in a form reasonably acceptable to Buyer to replace the Supplier Parent Guaranty;

11.1.6 Except as otherwise expressly provided for in this Section 11.1, Supplier is in material breach of its obligations under this Agreement (other than obligations for which liquidated damages are available therefor, including Supplier’s obligations under Section 2.3 and

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Exhibit D hereto) and such material breach continues uncured for thirty (30) days after receipt of written notice from Buyer;

11.1.7 Any Assignment by Supplier not in conformity with the provisions of Section 14.1;

11.1.8 A “Supplier Event of Default” as defined in the Wind Turbine Supply Agreement; or

11.1.9 Without limiting Section 11.1.6, Supplier persistently fails to repair or replace failed Parts in connection with the Site Services and such persistent failure (i) is not due to the unavailability of crane equipment or replacement Parts required for Supplier to perform such Site Services and (ii) continues uncured for thirty (30) days after receipt of written notice from Buyer.

11.2 Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”):

11.2.1 Buyer fails to pay to Supplier any payment required under this Agreement which is not in dispute, and such failure continues (i) in the case of amounts payable for Additional Services within forty-five (45) days after Buyer’s written request for such Additional Services, for thirty (30) days after receipt of written notice of such failure or (ii) in all other cases, for seven (7) Business Days after receipt of written notice of such failure;

11.2.2 Buyer denies Supplier the access required by Section 4.1 and such access is not granted within ten (10) days after receipt of written notice thereof from Supplier, provided such denial of access is not due to a Force Majeure Event or event for which Supplier is responsible;

11.2.3 Any representation or warranty of Buyer contained in this Agreement shall prove to be false or misleading at the time such representation or warranty is made and has a material adverse effect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and material adverse effect continue uncured for thirty (30) days after receipt of written notice from Supplier;

11.2.4 Buyer voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors;

11.2.5 Insolvency, receivership, reorganization, bankruptcy, or a similar proceeding shall have been commenced against Buyer and such proceeding remains undismissed or unstayed for a period of sixty (60) days;

11.2.6 Except as otherwise expressly provided for in this Section 11.2, Buyer is in material breach of its obligations under this Agreement and such material breach continues uncured for thirty (30) days after receipt of written notice from Supplier;

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11.2.7 Any Assignment by Buyer not in conformity with the provisions of Section 14.1; or

11.2.8 A “Buyer Event of Default” as defined in the Wind Turbine Supply Agreement.

11.3 Cure of an Event of Default. In the event of a Supplier Event of Default set forth in Sections 11.1.2, 11.1.4, 11.1.6 or 11.1.9 or a Buyer Event of Default under Sections 11.2.3, 11.2.5 or 11.2.6, if such default is not reasonably capable of cure within the applicable time period specified thereunder, but such default is reasonably capable of cure within the additional cure period set forth in this Section 11.3, then the default shall not be deemed an Event of Default if the defaulting Party commences to remedy the default within the relevant cure period set forth therein and thereafter diligently pursues such remedy until such default is fully cured; provided, however, that in no event shall such additional period of time for the defaulting Party to effect a cure for any such default exceed one hundred twenty (120) days. Buyer agrees that it shall not terminate this Agreement in respect of any Supplier Event of Default under Section 11.1 occurring with respect to Supplier, but not Supplier Parent, if Supplier Parent (or an Affiliate of Supplier reasonably acceptable to Buyer) shall have (i) cured in all material respects all such Supplier Events of Default (other than any default under Sections 11.1.3 or 11.1.4) and (ii) if there is then also a Supplier Event of Default under Sections 11.1.3 or 11.1.4, irrevocably assumed this Agreement and the Wind Turbine Supply Agreement. Any such assumption shall be pursuant to a written agreement reasonably acceptable to Buyer. Supplier agrees that it shall not terminate this Agreement in respect of any Buyer Event of Default under Section 11.2 occurring with respect to Buyer, if an Affiliate of Buyer reasonably acceptable to Supplier shall have (i) cured in all material respects all such Buyer Events of Default (other than any default under Sections 11.2.4 and 11.2.5, as applicable) and (ii) if there is then also a Buyer Event of Default under Sections 11.2.4 and 11.2.5, irrevocably assumed this Agreement and the Wind Turbine Supply Agreement. Any such assumption shall be pursuant to a written agreement reasonably acceptable to Supplier.

11.4 Termination Remedies.

11.4.1 Termination by Buyer. Upon the occurrence of a Supplier Event of Default which remains uncured following expiration of any applicable cure period, Buyer may, until and unless the condition underlying the Supplier Event of Default is cured, terminate this Agreement by written notice to Supplier. Subject to the rights and remedies for failure to meet the Availability set forth in Exhibit D, the termination of this Agreement will be without prejudice to any other rights or remedies that Buyer may have against Supplier hereunder, at law or in equity, and no termination of this Agreement will constitute a waiver, release or estoppel by Buyer of any right, action or cause of action it may have against Supplier.

11.4.2 Termination by Supplier.

(i) Upon the occurrence of a Buyer Event of Default which remains uncured following the expiration of any applicable cure period, Supplier may, until and unless the condition underlying the Buyer Event of Default is cured, terminate or suspend performance under this Agreement by written notice to Buyer. The termination of, or suspension of

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performance under, this Agreement shall be without prejudice to any other rights or remedies that Supplier may have against Buyer hereunder, at law or in equity, and no termination of, or suspension of performance under, this Agreement shall constitute a waiver, release or estoppel by Supplier of any right, action or cause of action it may have against Buyer. If Supplier provides written notice to Buyer of its termination of this Agreement, Supplier shall promptly provide to Buyer an invoice for the amounts due under Section 11.4.2(ii) below.

(ii) Upon termination of this Agreement by Supplier for a Buyer Event of Default, Buyer shall pay to Supplier: (a) the unpaid amounts of any Services provided by Supplier; (b) Supplier’s costs of removing and transporting from the Project Site its equipment and any other equipment used by it in performing the Services; (c) Supplier’s costs of repatriating to their countries of domicile any of its personnel or staff that are involved in providing Services at the time of such termination; and (d) the sum of all Fees or portions thereof that would have been payable hereunder but for the Buyer Event of Default less the costs that Supplier was reasonably expected to incur in connection with performing the balance of the Scheduled Maintenance; provided, however, that the foregoing payment shall not relieve Buyer of any liability for the Buyer Event of Default, and Supplier shall have the right to exercise any rights or remedies available to it at law or in equity.

11.5 Extended Delay. Notwithstanding anything contained herein, if any Wind Turbine has not achieved Commissioning Completion prior to the end of the Defect Warranty Period for such Wind Turbine, the Parties shall negotiate in good faith an adjustment to the Fees applicable to such Wind Turbine.

11.6 Effect of Termination. No termination under Section 11.4 will release either Party from any obligations arising hereunder prior to such termination. The exercise of the right of a Party to terminate this Agreement, as provided herein, does not preclude such Party from exercising other remedies that are provided herein or are available at law or in equity; provided, that the Parties’ respective rights upon termination will be subject to the liability limitations of Article 8. Except as otherwise set forth in this Agreement, remedies are cumulative, and the exercise of, or failure to exercise, one or more of them by a Party will not limit or preclude the exercise of, or constitute a waiver of, other remedies by such Party.

11.7 Procedure at Expiration of Term.

11.7.1 Term Expiration Inspection. Not later than three (3) months prior to the expiration of the Term, Buyer shall make, in cooperation with Supplier, an inspection of each Wind Turbine, for the purpose of identifying failed Parts which Supplier will be responsible for repairing or replacing pursuant to this Agreement (“Pre-Expiration Inspection”). Buyer shall provide Supplier with thirty (30) days’ prior written notice of the date that the Pre-Expiration Inspection is to take place. Not later than fifteen (15) days after the Pre-Expiration Inspection has taken place, Buyer shall prepare and deliver to Supplier the results of the Pre-Expiration Inspection in a report identifying all failed Parts which, in the reasonable opinion of Buyer, should be repaired or replaced by Supplier pursuant to the terms of this Agreement (“Pre- Expiration Inspection Report”).

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11.7.2 Remedy of Failed Parts. Supplier shall within thirty (30) days after the receipt of the Pre-Expiration Inspection Report respond to the possible failed Parts claimed by Buyer, and in connection therewith, Supplier shall deny or accept responsibility in respect of each of the items included in the Pre-Expiration Inspection Report. Supplier shall repair or replace all failed Parts which have been claimed by Buyer and accepted by Supplier hereunder.

11.7.3 Survival. Notwithstanding anything to the contrary contained herein and subject to Section 2.5, if Supplier has received notice of a Part that failed within the Term of this Agreement from Buyer within five (5) days after the end of Term of this Agreement, Supplier shall continue to perform its obligations hereunder with respect to such failed Part after the end of the Term of this Agreement.

ARTICLE 12 INDEMNIFICATION

12.1 Indemnification by Supplier. Supplier hereby agrees to indemnify, defend and hold harmless Buyer and its officers, agents, shareholders, partners, members, employees, representatives, consultants and advisors (each a “Buyer Indemnified Party”), from and against any and all Losses incurred or suffered by any Buyer Indemnified Party for (a) any violation of any Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or death of persons including employees of Supplier and any loss of or physical damage to the property of any Buyer Indemnified Party or any third parties and to the extent they are caused by the intentional or negligent acts or omissions of any Supplier Responsible Party, and (c) any Lien filed in connection with Supplier’s performance of Site Services other than those Liens that Supplier is permitted to maintain under the Wind Turbine Supply Agreement and any Lien created by or arising through Buyer or Buyer’s failure to pay Supplier hereunder; provided, however, that Supplier shall have no liability for any Losses to the proportionate extent resulting from Buyer’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that obligations giving rise to the payment of liquidated damages under this Agreement shall not give rise to a claim of indemnity under this Section 12.1, and this Section 12.1 shall not apply with respect to infringement or claims of infringement of any patent, copyright, trade secret or other Intellectual Property right by the Serviced Equipment or Licensed Technology.

12.2 Indemnification by Buyer. Buyer hereby agrees to indemnify, defend and hold harmless Supplier and the Subcontractors and any of their respective officers, agents, shareholders, partners, members, Affiliates, employees, representatives, consultants and advisors (each a “Supplier Indemnified Party”), from and against any and all Losses incurred or suffered by any Supplier Indemnified Party for (a) any violation of any Applicable Law or Permit to be complied with hereunder by any Buyer Responsible Party; (b) injury to or death of persons including employees of Buyer and any loss of or physical damage to the property of any Supplier Indemnified Party or any third parties to the extent they are caused by the intentional or negligent acts or omissions of any Buyer Responsible Party; (c) claims by third parties regarding the sound level of the Turbine Equipment unless such sound level would result in a breach of the warranties described in Section 12.4 of the Wind Turbine Supply Agreement (notwithstanding any expiration of the Defect Warranty Period); (d) any failure of any Buyer Responsible Party to pay for Service Sales Taxes or any interest, penalties, fines or additions for which Buyer is

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responsible pursuant to this Agreement; or (e) modifications to the Turbine Equipment or any Licensed Technology made by or on behalf of Buyer pursuant to Section 7.5.3 or in breach of this Agreement; provided, however, that Buyer shall have no liability for any Losses to the proportionate extent resulting from Supplier’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Supplier Responsible Party.

12.3 Indemnification Procedure. Following receipt of any claim or notice of the commencement of any action or proceeding as to which an indemnity provided in this Article 12 may apply, the Party seeking indemnification (the “Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) in writing of the nature of the claim or notice and provide such other details regarding the claim or notice known to the Indemnified Party. If the Indemnifying Party is required to indemnify the Indemnified Party in accordance with this Article 12, the Indemnifying Party shall assume on behalf of such Indemnified Party, and conduct with due diligence and in good faith, the defense of any claim against such Party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall be in charge of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may elect to participate through separate counsel in the defense of any such claim, but all associated fees and expenses (including attorneys’ fees and legal costs) shall be at the expense of such Indemnified Party. Notwithstanding the foregoing, in the event that (a) the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (b) the Indemnifying Party fails to contest such claim in good faith by appropriate proceedings within a reasonable time following written demand therefor from the Indemnified Party, then in either such event the Indemnified Party shall be entitled, upon written notice to the Indemnifying Party, to assume control of the defense or settlement of such claim and shall be entitled to use its own counsel, the fees and expenses (including reasonable attorneys’ fees and legal costs) of which shall be paid or reimbursed by the Indemnifying Party to the Indemnified Party. No Indemnifying Party shall settle any such claims or actions in a manner which would require any action or forbearance from action by any Indemnified Party or impose criminal liability on such Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed.

12.4 Infringement Indemnification by Supplier.

12.4.1 Indemnity by Supplier.

(i) Indemnity. If an action is brought against Buyer claiming that its use, as permitted herein, of the Parts, the Licensed Technology or other materials provided by Supplier hereunder infringes any Intellectual Property arising or existing under Applicable Law within the Territory, Supplier shall defend Buyer, its officers, directors, employees and agents against such claims, at Supplier’s expense, and shall pay any Infringement Claim Costs finally awarded against Buyer in the action specifically on account of such infringement. Buyer shall notify Supplier promptly upon learning any such claim has been asserted or that Buyer has been advised such claim might be asserted. Notwithstanding Section 12.3, Supplier shall have sole

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control over the defense of the claim and any negotiation for its settlement or compromise. Buyer shall take no action that impairs Supplier’s defense of the claim.

(ii) Corrective Actions. If Buyer’s permitted use of the Parts, the Licensed Technology or other materials provided by Supplier hereunder is enjoined or if Supplier’s performance of its obligations hereunder is materially impaired by reason of such third party claim, Supplier shall promptly undertake commercially reasonable efforts, at its expense, to procure the right to continue its performance hereunder and Buyer’s use of the Parts and Licensed Technology, including, at Supplier’s own election (1) to substitute an equivalent non-infringing item or process for the allegedly infringing item or process, (2) to modify the allegedly infringing item or process so that it no longer infringes but remains functionally equivalent or better or (3) to obtain for Buyer the right to continue using or selling such item or process. Nothing herein constitutes a guarantee by Supplier that such efforts will succeed in avoiding the infringement claim or that Supplier will be able to replace the infringing item or process with an item or process of comparable functionality or effectiveness. If Supplier reasonably believes that an injunction against use of the Parts, the Licensed Technology or other materials provided by Supplier hereunder may be granted within the Territory, Supplier may at its option and expense take any of the foregoing actions in order to minimize its liability.

(iii) Exclusions. This Section 12.4 does not apply to, and Supplier assumes no liability with respect to, claims for patent infringement or copyright infringement or improper use of other proprietary rights (including any license or Intellectual Property, whether by way of copyright or otherwise) to the extent that such claims relate to (a) Buyer’s modification of the Serviced Equipment (or Parts thereof) or Turbine Equipment made without Supplier’s written consent or contrary to Supplier’s instructions or pursuant to Section 7.5.3, (b) the combination of the item with other products, materials, equipment, parts or apparatus and not approved by Supplier, (c) any modifications to the Serviced Equipment (or Parts thereof) or Turbine Equipment made by Supplier to accommodate any requirements of Buyer or (d) a failure to promptly install at Supplier’s expense (subject to Article 10) an update required by Supplier.

12.4.2 Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 12.4 STATE THE ENTIRE LIABILITY AND OBLIGATION OF SUPPLIER AND ITS AFFILIATES AND THE EXCLUSIVE REMEDY OF BUYER, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY BY THE PARTS, THE LICENSED TECHNOLOGY OR ANY PART THEREOF OR OTHER MATERIALS PROVIDED HEREUNDER, EXCEPT TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED IN ACCORDANCE WITH MANDATORY LEGAL REQUIREMENTS.

12.4.3 Notifications. Buyer shall promptly notify Supplier in writing following receipt of written notice of any claims alleging infringement of patents or other proprietary rights occurring in connection with Supplier’s performance of its obligations hereunder, and shall provide Supplier with all information in its possession relevant to such claim. In turn, Supplier shall notify Buyer as soon as practical in writing of any claims which Supplier may receive alleging infringement of patents or other proprietary rights which may affect Supplier’s performance of its obligations under this Agreement or Buyer’s right to own, operate and maintain the Serviced Equipment (or Parts thereof) or Turbine Equipment.

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12.5 Infringement Indemnification by Buyer.

12.5.1 Indemnity by Buyer.

(i) Indemnity. If an action is brought against Supplier claiming that its use, as permitted herein, of any works, materials, technical data or other Intellectual Property supplied by Buyer to Supplier (“Buyer Intellectual Property”) or any condition or event described in Section 12.4.1(iii) infringes any Intellectual Property arising or existing under Applicable Law within the Territory, Buyer shall defend Supplier, its officers, directors, employees and agents against such claims, at Buyer’s expense, and shall pay Infringement Claim Costs finally awarded against Supplier in the action specifically on account of such infringement. Supplier shall notify Buyer promptly upon learning that any such claim might be asserted. Notwithstanding Section 12.3, Buyer shall have sole control over the defense of the claim and any negotiation for its settlement or compromise. Supplier shall take no action that impairs Buyer’s defense of the claim.

(ii) Corrective Actions. If Supplier’s permitted use of the Buyer Intellectual Property is enjoined by reason of such third party claim, Buyer shall promptly undertake commercially reasonable efforts, at its option and expense, at its own election (1) to substitute an equivalent non-infringing item or process for the allegedly infringing item or process, (2) to modify the allegedly infringing item or process so that it no longer infringes but remains functionally equivalent or (3) to obtain for Supplier the right to continue using or selling such item or process. Nothing herein constitutes a guarantee by Buyer that such efforts will succeed in avoiding the infringement claim or that Buyer will be able to replace the infringing item or process with an item or process of comparable functionality or effectiveness. If Buyer reasonably believes that an injunction against the use of the Buyer Intellectual Property may be granted within the Territory, Buyer may at its option and expense take any of the foregoing actions in order to minimize its liability.

(iii) Exclusions. This Section 12.5 does not apply to, and Buyer assumes no liability with respect to, claims for patent infringement or copyright infringement or improper use of other proprietary rights (including any license or Intellectual Property, whether by way of copyright or otherwise), to the extent that such claims relate to (a) Supplier’s modification of the Buyer Intellectual Property made without Buyer’s written consent or contrary to Buyer’s instructions, (b) the combination of the item with other products, materials, equipment, parts or apparatus and not approved by Buyer acting reasonably or (c) a failure to promptly install at Buyer’s expense an update required by Buyer.

12.5.2 Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 12.5 STATE THE ENTIRE LIABILITY AND OBLIGATION OF BUYER AND ITS AFFILIATES AND THE EXCLUSIVE REMEDY OF SUPPLIER, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY BY THE BUYER INTELLECTUAL PROPERTY OR ANY PART THEREOF, EXCEPT TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED IN ACCORDANCE WITH MANDATORY LEGAL REQUIREMENTS.

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12.5.3 Notifications. Supplier shall promptly notify Buyer in writing following receipt of written notice of any claims alleging infringement of patents or other proprietary rights occurring in connection with the Buyer Intellectual Property and shall provide Buyer with all information in its possession relevant to such claim.

12.6 Comparative Negligence. It is the intent of the Parties that where, as between the Parties, negligence is determined to have been joint or contributory, each Party shall bear the proportionate cost of any Loss attributable to that Party’s negligence.

12.7 Availability of Insurance. Notwithstanding anything to the contrary in Sections 12.1 and 12.2, neither Party shall be required to provide any indemnification to the other Party for any Losses when and to the extent that insurance proceeds have been received by such other Party.

12.8 Survival. The indemnities set forth in this Article 12 shall survive the termination or expiration of this Agreement.

ARTICLE 13 ARBITRATION

13.1 Referral to Senior Management. In the event of any controversy, claim or dispute between the Parties arising out of or related to this Agreement (“Dispute”), within three (3) days following the date of delivery of a written request by either Party, (i) each Party shall appoint as its representative a senior officer, and (ii) such senior officers shall meet, negotiate and attempt in good faith to resolve the Dispute quickly, informally and inexpensively.

13.2 Arbitration Procedure. Any Dispute that is not resolved pursuant to Section 13.1, shall be submitted for arbitration before a panel of three (3) arbitrators in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (“Rules”); provided, however, that in the event of any conflict between the procedures herein and the Rules the procedures herein shall control. Within ten (10) days following the filing of the Arbitration Notice, each Party shall designate one (1) arbitrator, and those two (2) arbitrators shall select a mutually acceptable third arbitrator within twenty (20) days following the filing of the Arbitration Notice. If either Party fails to appoint an arbitrator, or the two appointed arbitrators cannot agree on the third arbitrator, within the applicable time period, then the arbitrators not yet appointed shall be selected in accordance with the Rules. Notwithstanding any provisions of such Rules, the Parties shall have the right to take depositions (up to three (3) per Party) and obtain limited discovery regarding the subject matter of the arbitration. Any Party desiring arbitration shall serve on the other Party and the regional case management center of the AAA administering cases for such location in accordance with the aforesaid Rules, its notice of intent to arbitrate (“Arbitration Notice”). The Arbitration Notice shall be made within a reasonable time after the Dispute has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such Dispute would be barred by the applicable statute of limitations. All arbitration shall be administered by the AAA. All arbitration shall take place in unless otherwise agreed to by the Parties. Each Party shall be required to exchange documents to be used in the arbitration proceeding not less than fifteen (15)

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days prior to the arbitration. The Parties shall use all commercially reasonable efforts to conclude the arbitration as soon as practicable. A majority of the arbitrators shall be required to agree in writing to the procedures set forth herein and shall determine all questions of fact and law relating to any Dispute hereunder, including whether or not any Dispute is subject to the arbitration provisions contained herein. The arbitrators may not award non-monetary, injunctive or other equitable relief of any sort, however such relief shall be available to the Parties where appropriate from a court of competent jurisdiction. The arbitrators shall have no power to award (i) damages inconsistent with the terms of the Agreement, (ii) punitive damages or any other damages not measured by the prevailing Party’s actual damages or (iii) damages in excess of the limitations set forth in Article 8. Subject to the foregoing, in no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court sitting in the jurisdiction and venue agreed to by the Parties in Section 16.5 and deciding the matter in accordance with the law agreed to by the Parties in Section 16.4 as the governing law. All aspects of the arbitration shall be treated as confidential. Neither the Parties nor any arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal, audit or regulatory requirements. Before making any such disclosure, a Party shall give written notice to the other Party and shall afford such Party a reasonable opportunity to protect its interests. The arbitration proceedings provided hereunder are hereby declared to be self executing, and it shall not be necessary to petition a court to compel arbitration. The award of the arbitrators shall be binding and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction.

13.3 Attorneys’ Fees. In any arbitration or litigation to enforce the provisions of this Agreement, the prevailing Party in such action shall be entitled to the recovery of its reasonable legal fees and expenses (including reasonable attorneys’ fees and legal costs), fees of the arbitrators, costs and expenses such as expert witness fees, as fixed by the arbitrators or court without necessity of noticed motion.

13.4 Performance During Dispute. Subject to Article 11 with respect to a termination of this Agreement and the right to suspend performance of obligations hereunder, while any Dispute is pending, Buyer and Supplier shall continue to perform their respective obligations related to the Turbine Equipment that are not the subject of the Dispute.

13.5 Third Parties. If a Dispute arises between the Parties which is subject to the arbitration provisions hereunder and there exists or later arises a controversy, claim, dispute or difference between Buyer and/or Supplier and Bond Issuer or any third party arising out of or related to the same transaction or series of transactions (“Third Party Controversy”), either Party shall be entitled to require that (i) the other Party be joined as a party to any arbitration of such Third Party Controversy being pursued with such third party and Supplier or Buyer (as the case may be) shall permit, and cooperate in, such joinder or (ii) Bond Issuer or the third party, as applicable, be joined as a party to the arbitration proceeding hereunder; provided, however, that for purposes of clause (i) above the rules and procedures applicable to the arbitration of such Third Party Controversy are substantially the same in all material respects as provided for herein; provided further that, for purposes of clause (ii) above, the third party consents to such joinder within ten (10) days after an Arbitration Notice has been filed. Each Party shall use commercially reasonable efforts to (i) include arbitration provisions substantially the same in all

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material respects as provided for herein in each agreement with Subcontractors or Other Contractors (as applicable) and (ii) require each Subcontractor or Other Contractor (as applicable) to expressly consent to its joinder to any arbitration proceedings hereunder. Once a third party is joined to a dispute hereunder pursuant to this Section 13.5, such third party shall be entitled to treatment as a Party for purposes of the arbitration procedures of this Article 13.

13.6 Independent Engineer. In the event of a Dispute between the Parties regarding the imposition of different or additional operational requirements pursuant to Section 4.10, Supplier may submit the Dispute to the Independent Engineer for resolution (which shall be the sole legally binding forum available to the Parties for the resolution of such Disputes). The Independent Engineer shall determine such Dispute within thirty (30) days of such submission. The Independent Engineer review will be limited to verifying if the different or additional operational requirements proposed by Supplier are appropriate based on the actual site conditions, the operating and design parameters of the Turbine Equipment, and Supplier’s load model, which model shall not be more conservative than the model used for the initial site review of the Project. The decision of the Independent Engineer shall be final and binding on each of the Parties and may be enforced by the prevailing Party in any court of competent jurisdiction. There shall be no appeal from or reexamination of the determination of the Independent Engineer. The prevailing Party in such Dispute shall be entitled to the recovery of its fees and expenses (including reasonable attorneys’ fees and legal costs), fees of the Independent Engineer and other costs and expenses such as expert witness fees. If Supplier is the prevailing Party in such Dispute, the determination of the Independent Engineer shall be deemed to apply retroactively to the date Supplier notified Buyer of the proposed imposition of different or additional operational requirements pursuant to Section 4.10.

13.7 Language. All arbitration proceedings shall be conducted in the English language.

13.8 Survival. The provisions set forth in this Article 13 shall survive the termination or expiration of this Agreement.

ARTICLE 14 SUCCESSORS AND ASSIGNEES

14.1 Successors and Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and permitted Assignees of each Party, and each Assignee shall be entitled to the same rights and remedies, and have the same obligations, as the Assigning Party. This Agreement, and any rights or obligations hereunder, may only be Assigned in whole, and not in part and must be assigned with the Wind Turbine Supply Agreement. Further, neither Party may Assign this Agreement, or any rights or obligations hereunder, except: (i) upon the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided that Supplier shall have no obligation to consent to any Assignment unless the proposed Assignee is (A) a Creditworthy Entity, (B) not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer, and (C) not in a pending or imminently commencing litigation, arbitration or mediation proceeding with Supplier or any of its Affiliates; (ii) to an Affiliate upon prior written notice to the other Party, provided, however, that in the case of Buyer, such Affiliate is a Creditworthy Entity and is not a wind turbine manufacturer or an Affiliate of a wind

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turbine manufacturer; (iii) upon prior written notice to the other Party to any Person succeeding to all or substantially all of such Party’s assets or business (whether by sale of assets, stock, merger, operation of law or otherwise), provided, however, that in the case of Buyer, such Person is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer; (iv) to a Financing Party as collateral security upon prior written notice to the other Party; or (v) with respect to any Assignment by a Financing Party upon exercise of remedies under the Financing Agreements, to any Person that is not a wind turbine manufacturer or an Affiliate of a wind turbine manufacturer. Notwithstanding the foregoing, upon any Assignment of this Agreement by either Party, any letter of credit or parent guaranty required to be maintained by such Party hereunder shall remain in full force and effect until Supplier or Buyer, as applicable, is issued and accepts alternate payment security. No assignment or other transfer shall relieve either Party of its respective obligations hereunder. Any Assignment not in conformity with this Agreement shall be null and void.

14.2 Subcontracts. Buyer hereby agrees that Supplier may subcontract to a third party all or a portion of the work to be performed hereunder and procure the services of licensed contractors to the extent required by Applicable Law, but the use of any Subcontractors will not relieve Supplier of its responsibilities and obligations under this Agreement nor relieve Supplier in any way from any liability arising hereunder.

ARTICLE 15 CONFIDENTIALITY AND PUBLICITY

15.1 Confidential Information.

15.1.1 A Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain non-public information of a sensitive commercial nature, including the terms and conditions of this Agreement and all technical, product, marketing, financial, personnel, planning, and other similar information (“Confidential Information”) or the Receiving Party may otherwise obtain such Confidential Information. Confidential Information includes information marked as “confidential,” “proprietary,” or similar language or orally so designated (with a written confirmation of such oral designation sent to the Receiving Party within a reasonable time after such oral designation) or may not be marked or designated but, by its nature, ought to be considered Confidential Information of such Disclosing Party. “Confidential Information” shall not include any particular information which the Receiving Party can demonstrate (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the Receiving Party; (iii) was rightfully in the possession of the Receiving Party at the time of disclosure to it without any obligation to restrict its further use or disclosure; (iv) was received from a third party who had a lawful right to disclose such information to the Receiving Party without any obligation to restrict its further use or disclosure; or (v) was independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.

15.1.2 The Receiving Party shall protect Confidential Information against unauthorized use or disclosure with the same degree of protection the Receiving Party uses to protect its own Confidential Information, but no less than reasonable care. The Receiving Party shall use the Disclosing Party’s Confidential Information only as expressly permitted by this

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Agreement, and shall limit the disclosure of Confidential Information to consultants, auditors, employees, contractors, subcontractors or agents of the Receiving Party or any Financing Party who have a need to know such Confidential Information for purposes expressly authorized by this Agreement and who are (i) bound in writing by confidentiality terms no less restrictive than those contained herein or (ii) bound by ethical requirements of their profession to keep such Confidential Information confidential. The Receiving Party shall, upon request by the Disclosing Party, provide the Disclosing Party with a list of the Persons to whom it has disclosed Confidential Information and, if applicable, copies of the written confidentiality agreements with such Persons. Notwithstanding anything contained herein, Buyer shall not disclose, or cause to be disclosed, any Confidential Information to any Person that designs, manufactures or maintains wind turbines, or an Affiliate of such Person (other than Supplier and its Affiliates). Nothing in this Section 15.1 shall prohibit either Party from disclosing to third parties the fact that it has entered into this Agreement with the other Party and disclosing the number of Wind Turbines being purchased or sold and the model number of the Wind Turbines, or to the extent disclosure of information to a Governmental Authority is required in connection with either Party’s application for Permits.

15.1.3 Notwithstanding anything to the contrary contained herein, the Receiving Party may disclose Confidential Information to the extent required to comply with an order of a Governmental Authority with appropriate jurisdiction or as required to be disclosed under Applicable Law or any securities exchange requirement, provided that the Receiving Party (i) provides reasonable prior written notice and a copy of the order of the Governmental Authority to the Disclosing Party, (ii) cooperates with the Disclosing Party if it seeks to obtain a protective order or other remedy preventing or limiting disclosure, and (iii) seeks confidential treatment of any Confidential Information required to be disclosed before disclosure. The Receiving Party shall not disclose any Confidential Information that it is not legally required to disclose to comply with the order of a Governmental Authority, Applicable Law, or securities exchange requirement.

15.1.4 The Receiving Party shall notify the Disclosing Party immediately upon learning of any loss of, or inability to account for, Confidential Information, as well as any actual or threatened misappropriation or misuse of the Confidential Information. The Receiving Party shall cooperate with the Disclosing Party to minimize the effects to the Disclosing Party of such event and damage resulting from such event. Each Party acknowledges that the other Party believes that its Confidential Information is unique property of extreme value to the other Party, and the unauthorized use or disclosure thereof would cause the other Party irreparable harm that could not be compensated by monetary damages. Accordingly, each Party agrees that the other may seek, from any court of competent jurisdiction, injunctive and preliminary relief to remedy any actual or threatened unauthorized use or disclosure of the other Party’s Confidential Information.

15.1.5 Except for Confidential Information directly related to the operation and maintenance of the Serviced Equipment, the Receiving Party shall return to the Disclosing Party or destroy all Confidential Information upon written request or upon expiration or termination of this Agreement and shall certify in writing that it has done so.

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15.2 Publicity. Buyer and Supplier shall coordinate the preparation, timing and approval of the first press release or other similar announcement related to the Services or the execution of this Agreement and neither shall make such release or announcement without the written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed. Neither Party shall make derogatory statements about the other Party to any Person engaged in the business of disseminating information to the public.

15.3 Survival. The provisions of this Article 15 shall survive the termination or expiration of this Agreement.

ARTICLE 16 GENERAL PROVISIONS

16.1 Waiver. No delay or omission by the Parties in exercising any right or remedy provided for in this Agreement shall constitute a waiver of such right or remedy nor shall it be construed as a bar to or waiver of any such right or remedy on any future occasion.

16.2 Right of Waiver. Each Party, in its sole discretion, shall have the right, but shall have no obligation, to waive, defer or reduce any of the requirements to which the other Party is subject under this Agreement at any time; provided, however, that neither Party shall be deemed to have waived, deferred or reduced any such requirements unless such action is in writing and signed by the waiving Party. A Party’s exercise of any rights hereunder shall apply only to such requirements and on such occasions as such Party may specify in writing and shall in no event relieve the other Party of any requirements or other obligations not so specified.

16.3 Notice. Any notices, consents, authorizations and approvals required or authorized to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing (unless otherwise provided) and shall be served personally or by reputable next Business Day express courier service or by facsimile transmission addressed to the relevant Party at the address stated below or at any other address notified by that Party to the other as its address for service. Any notice so given personally shall be deemed to have been served on delivery, any notice so given by express courier service shall be deemed to have been served the next Business Day after the same shall have been delivered to the relevant courier, and any notice so given by facsimile transmission shall be deemed to have been served on transmission and receipt of confirmation of successful transmission during normal business hours of the recipient. As proof of such service it shall be sufficient to produce a receipt showing personal service, the receipt of a reputable courier company showing the correct address of the addressee or an activity report of the sender’s facsimile machine showing the confirmation of successful transmission.

The Parties’ addresses for notice and service are:

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To Buyer:

To Supplier:

16.4 Governing Law. This Agreement and all matters arising hereunder or in

connection herewith shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law).

16.5 Consent to Jurisdiction. Each of the Parties hereby irrevocably consents and agrees that any legal action or proceedings brought to enforce any arbitral award granted pursuant to Article 13 shall be brought in the United States or state courts located in

. Notwithstanding anything to the contrary in this Agreement, any Third Party Controversy or other claim, action or proceeding relating to this Agreement to which Bond Issuer has been or must be joined shall be brought in the United States federal court located in Albuquerque, to the extent required by Applicable Law. By execution and delivery of this Agreement, each of the Parties hereby (i) accepts the jurisdiction of the foregoing courts for purposes of enforcement of any such arbitral award, (ii) irrevocably agrees to be bound by any final judgment (after any appeal) of any such court with respect thereto, and (iii) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedings with respect hereto brought in any such court, and further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceedings brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment (after any appeal) in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner to the extent provided by law.

16.6 Amendments. This Agreement may be modified or amended only by an instrument in writing signed by the Parties hereto.

16.7 Entire Agreement. This Agreement and the Wind Turbine Supply Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous discussions, agreements and commitments between the Parties with respect hereto and thereto, and any prior and contemporaneous confidentiality agreements executed by the Parties in respect of the transactions contemplated by this Agreement and the Wind Turbine Supply Agreement. There are no agreements or

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understandings between the Parties respecting the subject matter hereof or thereof, whether oral or written, other than those set forth herein or therein, and neither Party has relied upon any representation, express or implied, not contained in this Agreement.

16.8 No Partnership Created. Supplier is an independent contractor and nothing contained herein shall be construed as constituting any relationship with Buyer other than that of purchaser and independent contractor, nor shall it be construed as creating any relationship whatsoever between the Parties, including employer/employee, partners or joint venture parties.

16.9 Survival. All provisions of this Agreement that either expressly by their terms survive, or, by their nature are to survive or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination. The provisions of this Article 16 shall survive expiration or termination of this Agreement.

16.10 Further Assurances. Each Party agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. Buyer shall provide such assistance and support, including interfacing with Governmental Authorities and representatives, as may be requested by Supplier in order to secure any licenses, permits or other approvals Supplier may need to perform its obligations hereunder.

16.11 Headings. The headings to Articles, Sections and Exhibits of this Agreement are for ease of reference only and in no way define, describe, extend or limit the scope of intent of this Agreement or the intent of any provision contained herein. Similarly, the references to “Buyer” and “Supplier” in this Agreement are shorthand used for convenience only, and shall not alter the fact that is licensing, not selling, the Licensed Technology to in accordance with Article 7.

16.12 No Rights in Third Parties. This Agreement and all rights hereunder are intended for the sole benefit of the Parties hereto and shall not imply or create any rights on the part of, or obligations to, any other Person.

16.13 Severability. The invalidity of one or more phrases, sentences, clauses, Sections or Articles contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated.

16.14 Joint Effort. Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. Any rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, or any amendments or Exhibits hereto.

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16.15 Effectiveness. This Agreement shall be effective on, and shall be binding upon, the Parties hereto upon the full execution and delivery of this Agreement, as of the Effective Date.

16.16 English Language Documents. Any document, manual, certificate or notice required or authorized to be given hereunder for the operation of the Project shall be provided in the English language.

16.17 NO IMPLIED WARRANTIES. SUPPLIER’S OBLIGATIONS SET FORTH IN SECTIONS 2.1 AND 2.3 AND IN THE WIND TURBINE SUPPLY AGREEMENT ARE SUPPLIER’S SOLE AND EXCLUSIVE WARRANTIES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE REMEDIES SET FORTH HEREIN WITH RESPECT TO SUCH WARRANTIES ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES, AND SUPPLIER’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF SUCH WARRANTIES. OTHER THAN THE WARRANTIES OF SUPPLIER SET FORTH IN THIS AGREEMENT AND THE WIND TURBINE SUPPLY AGREEMENT, SUPPLIER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL OTHER EXPRESS WARRANTIES AND ALL OTHER WARRANTIES, STATUTORY OR OTHERWISE, IMPLIED IN LAW, INCLUDING THOSE OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CUSTOM, USAGE, OR OTHERWISE. THERE ARE NO OTHER WARRANTIES, CONDITIONS, AGREEMENTS, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, OR UNDERSTANDINGS, WHETHER OR NOT IN A CONTEMPORANEOUSLY EXECUTED OR DATED AGREEMENT OR SPECIFICATION, THAT EXTEND BEYOND THOSE SET FORTH HEREIN AND THE WIND TURBINE SUPPLY AGREEMENT AND NO OTHER WARRANTIES, CONDITIONS, AGREEMENTS, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WHICH MIGHT HAVE BEEN GIVEN BY AN EMPLOYEE, AGENT OR REPRESENTATIVE OF SUPPLIER OR ITS AFFILIATES IS AUTHORIZED BY SUPPLIER.

16.18 Conflicting Provisions. Prior to the payment and performance in full of all obligations under the Wind Turbine Supply Agreement and in the event of any inconsistencies between this Agreement and the Wind Turbine Supply Agreement, the terms and conditions of the Wind Turbine Supply Agreement shall prevail over the terms and conditions of this Agreement.

16.19 Counterparts. This Agreement may be executed by the Parties in one or more counterparts, all of which taken together shall constitute one and the same instrument. The facsimile or .pdf signatures of the Parties shall be deemed to constitute original signatures, and facsimile or .pdf copies hereof shall be deemed to constitute duplicate originals.

16.20 Non-Solicitation of Employees. Neither Party shall solicit or encourage any Employee of the other Party to leave his or her employment nor offer employment to, or directly or indirectly employ, any Employee of the other Party during the Term and for a period of twelve (12) months following the later of (i) termination of this Agreement and (ii) end of employment with a Party. In the event a Party breaches its obligations under this Section 16.20, the breaching Party shall pay the non-breaching party liquidated damages equal to one hundred percent (100%)

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of the subject Employee’s then-current annual salary. The Parties acknowledge and agree that it would be impossible to measure the damages suffered by the non-breaching Party and that the liquidated damages set forth in this Section 16.20 are a reasonable estimate of the losses that the non-breaching Party would suffer for hiring, training and replacing the Employee.

16.21 Buyer Direct Liability. Notwithstanding anything to contrary in this Agreement, and notwithstanding that Buyer is acting as Bond Issuer’s agent for the purposes of the Act, the Parties acknowledge and agree that (i) Buyer shall be directly and solely liable as the primary obligor for the payment and performance of all obligations of Buyer under this Agreement and (ii) Bond Issuer shall have no liability or obligations whatsoever under or arising from this Agreement or any agreement referenced in this Agreement (other than the obligations of Bond Issuer under the Lease, Indenture and Bond Purchase Agreement specifically authorized under the ordinance authorizing the issuance of the Bonds). Buyer hereby waives any defenses to liability under this Agreement that it may now or hereafter have under Applicable Law based on principles of agency or governmental immunity.

[SIGNATURES FOLLOW]

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SCHEDULE 1 DEFINITIONS AND RULES OF INTERPRETATION

“AAA” has the meaning set forth in Section 13.2.

“Access” means full, unconditional and free access to and within the Project Site allowing Supplier and its Affiliates and Subcontractors access to all of the Turbine Equipment, at all times and without prior notice. “Access” shall include access on the Project Site, to each Wind Turbine up to the Tower door and in the immediate vicinity of each Wind Turbine, including removal of ice and snow, sanding and dust abatement, which makes it possible for Supplier and its Affiliates and Subcontractors to bring and operate all necessary personnel and equipment, including cranes, suitable for inspecting, removing, repairing, replacing and maintaining any Serviced Equipment.

“Access Roads” has the meaning set forth in the Wind Turbine Supply Agreement.

“Act” has the meaning set forth in Recital A.

“Action” has the meaning set forth in Section 7.7.

“Additional Services” means (i) any work performed on the Serviced Equipment other than Scheduled Maintenance and Unscheduled Maintenance and (ii) any consulting services and optional equipment purchased after the Effective Date.

“Adjustment Date” has the meaning set forth in Section 6.1.2.

“Affiliate” means, as to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person in question. For the purposes of this definition, the concept of “control,” when used with respect to any specified Person, shall signify the possession of the power to direct the management and policies of such Person, whether through the ownership of voting securities or partnership or other ownership interests.

“Agreement” means this Service and Maintenance Agreement, including all Exhibits and Schedules attached hereto, as the same may be amended, modified or supplemented from time to time in accordance with the terms of this Agreement.

“Annual Fee” has the meaning set forth in Section 6.1.2.

“Anticipated Delivery Date” has the meaning set forth in the Wind Turbine Supply Agreement.

“Applicable Laws” means, with respect to each Party, all laws, codes, ordinances, statutes, rules, regulations, orders, decrees, judgments, injunctions, notices or binding agreements promulgated or entered into by any Governmental Authority having jurisdiction over such Party, the Project or such Party’s obligations under this Agreement, as the same may be modified, amended or repealed from time to time.

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“Arbitration Notice” has the meaning set forth in Section 13.2.

“Assign” or “Assignment” means (i) an assignment, transfer or pledge of this Agreement, whether such assignment, transfer or pledge is by operation of law or otherwise; provided, that in no event shall an Assignment occur under this Agreement as a result of a Financing Party’s exercise of any rights or remedies under the Financing Agreements, and (ii) a Change in Control of a Party.

“Assignee” means (i) the Person to whom this Agreement is transferred, whether by Assignment, transfer, pledge or succession by operation of law or otherwise, or (ii) the Person who acquired control of a Party pursuant to a Change in Control of such Party.

“Availability” has the meaning set forth in Exhibit D.

“Availability Term” has the meaning set forth in Exhibit D.

“Balance of Plant Specifications” has the meaning set forth in the Wind Turbine Supply Agreement.

“Balance of Plant Work” has the meaning set forth in the Wind Turbine Supply Agreement.

“Bond Issuer” has the meaning set forth in the preamble to this Agreement.

“Business Day” means every day other than a Saturday, Sunday or a day on which banks are required or authorized by law or executive order to close in the State of Oregon, the State of New York or the State in which the Project is located.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“Buyer Data” has the meaning set forth in Section 7.6.2.

“Buyer Event of Default” has the meaning set forth in Section 11.2.

“Buyer Hazardous Substances” has the meaning set forth in Section 4.7.

“Buyer Indemnified Party” has the meaning set forth in Section 12.1.

“Buyer Intellectual Property” has the meaning set forth in Section 12.5.1(i).

“Buyer Responsible Parties” means, collectively, Buyer, the Other Contractors, their respective subcontractors, or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them are liable during performance of Buyer’s obligations hereunder.

“Buyer’s Manager” has the meaning set forth in Section 4.4.

“Change in Control” means, with respect to any Party, a transaction or series of transactions where the Persons who (i) directly or (except with respect to any Financing Party)

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indirectly hold fifty percent (50%) or more of the equity ownership of such Party prior to such transactions or series of transactions cease to directly or indirectly hold fifty percent (50%) or more of the equity ownership of such Party as a result of such transaction or series of transactions or (ii) directly or (except with respect to any Financing Party) indirectly have the power to control the management and policies of such Party prior to such transaction or series of transactions, ceases to directly or indirectly have the power to control the management and policies of such Party as a result of such transaction or series of transactions, in the case of either clause (i) or clause (ii) above, other than pursuant to any tax-equity financing by a Financing Party; provided, further, that in no event shall a “Change in Control” occur as a result of a Financing Party’s exercise of any rights or remedies under the Financing Agreements.

“Change in Law” means (A) the enactment, adoption, promulgation, modification or repeal of any Applicable Law after the Effective Date; or (B) the imposition of any conditions on the issuance or renewal of any applicable Permit after the Effective Date (notwithstanding the general requirements contained in any applicable Permit at the time of application or issue to comply with future laws, ordinances, codes, rules, regulations or similar legislation).

“Climatic Data Sheet” has the meaning set forth in the Wind Turbine Supply Agreement.

“Commissioning Completion” has the meaning set forth in the Wind Turbine Supply Agreement.

“Commissioning Completion Date” means, for each Wind Turbine, the date on which Commissioning Completion occurs.

“Component” has the meaning set forth in the Wind Turbine Supply Agreement.

“Confidential Information” has the meaning set forth in Section 15.1.

“CPI-U ” means the Consumer Price Index for all urban consumers in the census region, all items, not seasonally adjusted (Base Period: 1982 – 1984 = 100), as computed and published from time to time by the U.S. Department of Labor, Bureau of Labor Statistics.

“Crane Pads” has the meaning set forth in the Wind Turbine Supply Agreement.

“Creditworthy Entity” means an entity (a) having a Credit Rating assigned by each of Standard & Poor’s and Moody’s, respectively, on the date of Assignment that is at least equal to the corresponding Credit Rating of Buyer as assigned by each of Standard & Poor’s and Moody’s, respectively, immediately prior to the Assignment and (b) having a net worth that is at least equal to the net worth of Buyer immediately prior to the Assignment.

“Deemed Commissioning Completion Date” has the meaning set forth in the Wind Turbine Supply Agreement.

“Defect” has the meaning set forth in the Wind Turbine Supply Agreement.

“Defect Warranty Period” has the meaning set forth in the Wind Turbine Supply Agreement.

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“Delivery” has the meaning set forth in the Wind Turbine Supply Agreement.

“Disclosing Party” has the meaning set forth in Section 15.1.

“Dispute” has the meaning set forth in Section 13.1.

“Dollar” or “$” means a dollar of the US.

“Employee” means any person employed by a Party anytime during the Term who provided services under this Agreement.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Environmental Laws” means all Applicable Laws relating in any way to the environment, preservation or reclamation of natural resources, the management, environmental release or threatened environmental release of any Hazardous Substance or to health and safety matters.

“Event Code Allocation Table” means the table attached hereto as Exhibit E, as the same may be amended from time to time by Supplier subject to Buyer’s approval not to be unreasonably withheld, conditioned or delayed.

“Event of Default” means either a Buyer Event of Default or a Supplier Event of Default, as applicable.

“Excusable Event” means an event or circumstance claimed by a Party that (i) delays or interferes with such Party’s performance of its obligations under this Agreement and (ii) results from the acts or omissions of the other Party or any Person for whom such other Party is responsible, unless and to the extent expressly permitted under the terms of this Agreement.

“FAA Lighting” has the meaning set forth in the Wind Turbine Supply Agreement.

“Fees” means, collectively, the Interim Service Fee, the Annual Fee and the Quarterly Variable Fee.

“Final Commissioning Completion Date” means the Commissioning Completion Date for the final Wind Turbine.

“Financing Party” means any and all lenders providing senior or subordinated construction, interim or long-term debt financing, tax-equity financing or refinancing to Buyer for the purchase, installation or operation of the Turbine Equipment or the Project; provided, however, that (i) no Affiliate of a wind turbine manufacturer may be a Financing Party without (a) Supplier’s prior written consent (except for any Affiliate of or

that is predominantly engaged in the business of providing lending and financial services) and (b) first entering into a confidentiality agreement with Supplier consistent with this Agreement containing restrictions on disclosure and use at least as restrictive as those in Article 15, provided that the term of such confidentiality agreement shall be limited to four (4) years

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from the later of the date such Person became a Financing Party and the date of execution of such confidentiality agreement and (ii) no wind turbine manufacturer may be a Financing Party.

“Force Majeure Event” means any event which is not within the reasonable control of the Party affected and with the exercise of due diligence could not reasonably be prevented, avoided or removed by such Party, and does not result from such Party’s negligence or the negligence of its agents, employees or subcontractors, which causes the Party claiming that a Force Majeure Event occurred to be delayed, in whole or in part, or unable, using commercially reasonable efforts, to partially or wholly perform its obligations under this Agreement (other than any obligation for the payment of money) or that damages (or is reasonably expected to damage) equipment including: natural disasters; landslides; drought; fire; flood; extreme weather conditions, including those affecting visibility; during a time when Wind Turbines are to be Commissioned or during start-up testing: wind speeds greater than 20 m/s or less than 6.6 m/s; during a time when crane lifts of equipment or persons are to be performed: wind speeds greater than 10 m/s; during a time when work is to be performed in a Hub: wind speeds greater than 15m/s; at all other times when work is to be performed on the Turbine Equipment, wind speeds greater than 20m/s; climatic or operating conditions at the Project that are outside of the extreme parameters for the Wind Turbines described in the Technical Specifications; the interconnected electricity transmission or distribution system, including applicable substations, not operating within the operating parameters of the Wind Turbines described in the Technical Specifications; earthquake; lightning; hail; hurricanes; tornados; tsunamis; ice and ice storms; dust storms; perils of sea; volcanic activity; epidemic; war (whether declared or undeclared) or other armed conflict; acts of God or the public enemy; riot; explosions; civil disturbance; sabotage; strikes, lockouts or labor disputes (except for strikes, lockouts or labor disputes isolated to the Party claiming a Force Majeure Event); vandalism; terrorism or threats of terrorism; action, ruling, decree or injunction of a Governmental Authority; seasonal or weather-based road restrictions; blockades; accidents in shipping or transportation (but solely to the extent such accident would itself be a Force Majeure Event if the Person shipping or transporting were a party hereto); and the closing of or congestion (beyond reasonably foreseeable levels) in any railway, railhead, harbor, dock, port, canal or area adjunct thereto. Force Majeure Events include the failure of a contractor, subcontractor or supplier to furnish labor, services, materials or equipment in accordance with its contractual obligations (but solely to the extent such failure would itself be a Force Majeure Event if the Person furnishing such labor, service, materials or equipment were a party hereto). Force Majeure Events shall not include (a) a Party’s financial inability to perform under this Agreement, including the ability to obtain, or the cancellation of, financing for the Project, (b) a failure of equipment except if caused by a Force Majeure Event, (c) unavailability of replacement or spare parts except if caused by a Force Majeure Event, (d) sabotage by employees or any contractors, subcontractors or suppliers of the Party claiming the Force Majeure Event or (e) Buyer’s failure to obtain or maintain a Permit for the Project.

“Freewheeling Instructions” has the meaning set forth in the Wind Turbine Supply Agreement.

“Governmental Authority” means any governmental, regulatory, administrative, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission, authority, body or entity, or any political subdivision thereof, having legal jurisdiction over the matter or Person in question.

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“Hazardous Substances” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, pollutants or wastes of any nature regulated pursuant to any Environmental Law.

“Hub” has the meaning set forth in the Wind Turbine Supply Agreement.

“Indemnified Party” has the meaning set forth in Section 12.3.

“Indemnifying Party” has the meaning set forth in Section 12.3.

“Independent Engineer” means DNV Global Energy Concepts or, if DNV Global Energy Concepts is unavailable or unwilling to be the Independent Engineer, Germanischer Lloyd.

“Infringement Claim Costs” means any and all monetary judgments, damages, fines, awards, penalties, and interest associated with any of the foregoing, that, in each case, are finally awarded in a claim against an Indemnified Party which an Indemnifying Party is obligated to indemnify an Indemnified Party under Sections 12.4 or 12.5, and costs and expenses, including reasonable attorneys’ fees, court costs and other reasonable costs of suit, arbitration, dispute resolution or other similar proceedings, associated with defending against such claim.

“Installation Manual” has the meaning set forth in the Wind Turbine Supply Agreement.

“Intellectual Property” has the meaning set forth in the Wind Turbine Supply Agreement.

“Interim Service Fee” has the meaning set forth in Section 6.1.1.

“Lay-down Areas” has the meaning set forth in the Wind Turbine Supply Agreement.

“LIBOR” means the one-month London Interbank Offered Rate published in the Wall Street Journal on the last Business Day of the most recent calendar month.

“License” has the meaning set forth in Section 7.1.

“Licensed Patents” means, collectively, the following patents that are issued to Supplier, Supplier Parent or their Affiliates and that would necessarily be infringed by the use, offer, sale, remanufacture, maintenance, or importation of any Part and other materials provided by Supplier hereunder: (a) all patents issued in the Territory as of the Effective Date, (b) any patents that issue from patent applications in the Territory pending as of, or filed after, the Effective Date, and (c) any continuations, continuations in part, divisions, reissues, and all patents issuing therefrom.

“Licensed Technology” means, collectively, all of the following owned by Supplier, Supplier Parent or their Affiliates: (a) the Licensed Patents and the technology defined by the claims of the Licensed Patents, (b) documentation and reports provided by Supplier, (c) software and firmware embedded in or used in connection with Parts and other materials provided by Supplier hereunder, (d) any other trade secrets, proprietary information, and know-how

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incorporated in the Parts or otherwise provided or disclosed by Supplier for Buyer’s use under this Agreement, and (e) any improvements of or updates to any of the foregoing provided to Buyer. For avoidance of doubt, “Licensed Technology” as used in this Agreement excludes “Licensed Technology” as defined in the Wind Turbine Supply Agreement.

“Lien” has the meaning set forth in the Wind Turbine Supply Agreement.

“Long Term Site Facilities Requirements” has the meaning set forth in the Wind Turbine Supply Agreement.

“Losses” has the meaning set forth in the Wind Turbine Supply Agreement.

“Major Component” means the entire part or any sub-component of the following: blade, transformer, nacelle bed plate, yaw plate, gear box, generator, main bearing, yaw gear, Hub and Tower.

“Monthly Performance Report” has the meaning set forth in Section 2.6.3.

“Normal Business Hours” means Monday through Friday, excluding days that are not Business Days, between the hours of 7:00 a.m. and 4:00 p.m., prevailing local time where the Project is located.

“Operating Manual” has the meaning set forth in the Wind Turbine Supply Agreement.

“Operating Parameter” has the meaning set forth in the Wind Turbine Supply Agreement.

“Other Contractors” means those Persons, other than Supplier, with whom Buyer or an Affiliate of Buyer contracts or subcontracts to perform work in connection with all or any portion of the Project, including operating the Turbine Equipment. “Other Contractors” includes the contractors providing Balance of Plant Work and may also include Buyer or an Affiliate of Buyer in the event Buyer or such Affiliate elects to perform any work in connection with the Project.

“Part” means any part or component of the Serviced Equipment.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Permit” means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order of or from, or filing or registration with, or notice to, any Governmental Authority having jurisdiction over the matter in question.

“Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, governmental or political subdivision or agency thereof.

“PPE Plan” has the meaning set forth in the Wind Turbine Supply Agreement.

“Project” has the meaning set forth in Recital A.

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“Project Site” means the site described in Exhibit H.3 to the Wind Turbine Supply Agreement.

“Project Site Data” means all data relating to the Project Site that is gathered or prepared by or on behalf of Buyer and provided to Supplier, including (a) the information contemplated in Exhibit H to the Wind Turbine Supply Agreement, (b) complete wind resource and relevant site data (including the topographic characteristics of the Project Site), (c) a summary of historical climatic conditions at the Project Site available to Buyer for the Project Site, including a one- year wind data series with ten (10) minute statistics from a representative position on the Project Site, (d) a complete set of the data required for the Climatic Data Sheet, (e) a wind rose and data on extreme wind and turbulence conditions and (f) any information upon which Exhibit F is based.

“Project Specific Operational Requirements” means, collectively, the requirements set forth on Exhibit F and such different or additional operational requirements that may be imposed in accordance with Section 4.10 (including pursuant to Section 13.6).

“Prudent Wind Industry Practices” means, in connection with the servicing, maintenance, repair or replacement of components for wind power generation systems of a type and size and having geographical and climatic attributes similar to the Project, those practices, methods, specifications and standards of safety, performance, dependability, efficiency and economy, generally recognized by industry members, including Supplier, in the US as good and proper, and such other practices, methods or acts which, in the exercise of reasonable judgment by those reasonably experienced in the industry in light of the facts known at the time a decision is made, would be expected to accomplish the result intended at a reasonable cost and consistent with Applicable Laws, reliability, safety and expedition. Prudent Wind Industry Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts.

“Quarterly Variable Fee” has the meaning set forth in Section 6.1.3.

“Real Property Rights” means all rights in or to real property, including leases, agreements for use or access, Permits, easements, licenses, rights of way, and utility and railroad crossing rights required to be obtained or maintained in connection with the delivery of parts, materials or equipment to the Project Site, performance of the Services, the construction or operation of the Project and the transmission of electricity to the point of delivery.

“Receiving Party” has the meaning set forth in Section 15.1.

“Reference Documents” means the then-current revisions of the manuals and other documents created by Supplier or its Affiliates applicable to the Serviced Equipment, as listed on Exhibit A, as the same may be updated and supplemented from time to time.

“Representatives” has the meaning set forth in Section 2.7.

“Rules” has the meaning set forth in Section 13.2.

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“SCADA System” means the remote control and monitoring system for the Wind Turbines, as more particularly described in Exhibit D.2 to the Wind Turbine Supply Agreement.

“Scheduled Maintenance” means any maintenance, inspection or repair of, or other services scheduled to be performed on, the Serviced Equipment as specified in the Reference Documents for such Wind Turbine.

“Scheduled Maintenance Calendar” has the meaning set forth in Section 2.7.1.

“Service Lifts” has the meaning set forth in the Wind Turbine Supply Agreement.

“Service Sales Taxes” means all sales, use, services, gross receipts, retail sales or similar taxes imposed by any Governmental Authority in connection with the performance of the Services, the Additional Services or Supplier’s other obligations under this Agreement.

“Serviced Equipment” means the Wind Turbines, Towers, the SCADA System and the Service Lifts, and shall not include the Tower Foundations, electrical infrastructure, substation, FAA Lighting, Switchgear, and components comprising the Balance of Plant Work.

“Services” means, collectively, the Site Services and the Additional Services.

“Site Plan” has the meaning set forth in the Wind Turbine Supply Agreement.

“Site Services” means, collectively, the Scheduled Maintenance and the Unscheduled Maintenance.

“Soil or Subsurface Condition” means any soil, geotechnical or subsurface condition including any geological condition, groundwater condition, type of surface or subsurface soil, erosion, the presence of any cavern or void, religious artifact, archaeological item, biological matter, the presence of Hazardous Substances at the Project Site, and the existence, location or condition of any underground pipeline and conduit or other manmade structure, material or equipment.

“Storage Instructions” has the meaning set forth in the Wind Turbine Supply Agreement.

“Subcontractor” means any subcontractor or supplier of equipment or services to Supplier in connection with the performance of Supplier’s obligations under this Agreement.

“Supplier” has the meaning set forth in the preamble to this Agreement.

“Supplier Event of Default” has the meaning set forth in Section 11.1.

“Supplier Hazardous Substances” has the meaning set forth in Section 2.13.

“Supplier Indemnified Party” has the meaning set forth in Section 12.2.

“Supplier Parent” means , a company organized under the laws of the

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“Supplier Parent Guaranty” has the meaning set forth in the Wind Turbine Supply Agreement.

“Supplier Requirements” has the meaning set forth in Section 2.4.

“Supplier Responsible Parties” means, collectively, Supplier, the Subcontractors, their respective subcontractors, or any Person or entity directly employed by any of them, or any Person or entity for whose acts any of them are liable during performance of Supplier’s obligations hereunder.

“Supplier Safety Program” has the meaning set forth in the Wind Turbine Supply Agreement.

“Supplier Site Rules” has the meaning set forth in the Wind Turbine Supply Agreement.

“Supplier’s Manager” has the meaning set forth in Section 2.9.

“Switchgear” has the meaning set forth in the Wind Turbine Supply Agreement.

“Technical Specifications” means the technical specifications for the Serviced Equipment more particularly described in Exhibit D of the Wind Turbine Supply Agreement.

“Term” means the period commencing on the earlier of the Commissioning Completion Date or the Deemed Commissioning Completion Date for the first Wind Turbine and continuing to and ending on the tenth (10th) anniversary of the earlier of the Final Commissioning Completion Date and the final Deemed Commissioning Completion Date, unless terminated earlier pursuant to the terms hereof.

“Territory” has the meaning set forth in the Wind Turbine Supply Agreement.

“Third Party Controversy” has the meaning set forth in Section 13.5.

“Tower” means a Tower as defined in and supplied under the Wind Turbine Supply Agreement.

“Turbine Equipment” has the meaning set forth in the Wind Turbine Supply Agreement.

“Unscheduled Maintenance” means the Unscheduled Maintenance described in Section 2.1.2.

“US” means the United States of America.

“Warranted Equipment” has the meaning set forth in the Wind Turbine Supply Agreement.

“Wind Turbine Supply Agreement” has the meaning set forth in Recital A.

“Wind Turbines” means the Wind Turbines as defined in and supplied under the Wind Turbine Supply Agreement.

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