POWER PURCHASE AGREEMENT BETWEEN SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND MILFORD WIND CORRIDOR PHASE II, LLC DATED AS OF MARCH 1, 2010

Exhibit 10.57

EXECUTION COPY

POWER PURCHASE AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

AND

MILFORD WIND CORRIDOR PHASE II, LLC

DATED AS OF MARCH 1, 2010

TABLE OF CONTENTS

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POWER PURCHASE AGREEMENT

PARTIES

THIS POWER PURCHASE AGREEMENT (“Agreement”) is entered into as of this 1st day of March, 2010 by and between Southern California Public Power Authority, a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government section 6500, et seq.) (“Buyer”), and Milford Wind Corridor Phase II, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”).  Each of Buyer and Seller is referred to individually under this Agreement as a “Party” and together they are referred to as the “Parties.”

RECITALS

WHEREAS, Buyer seeks to provide to certain of its members energy from renewable power sources;

WHEREAS, in response to a Request for Proposals issued by Buyer on September 1, 2006, Seller proposes to develop, finance, construct, own and operate a nominal 102 MW wind electric generating facility (the “Facility,” as further described herein), located near Milford, Utah, which will utilize wind energy technology and sell power to Buyer for the term of this Agreement, subject to certain early termination events and purchase options exercisable by Buyer as provided herein;

WHEREAS, Buyer desires to purchase Energy from the Facility from Seller, and Seller desires to sell Energy from the Facility to Buyer; and

WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such sales and purchases shall be made.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1            Definitions.  The following capitalized terms in this Agreement and the appendices hereto shall have the following meanings:

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this Agreement, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of

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management, policies or activities of a Person, whether through ownership or voting securities, by contract or otherwise.

“Agreement” means this Power Purchase Agreement, as it may be amended, supplemented or otherwise modified from time to time hereafter in accordance with its terms.

“Agreement Term” has the meaning set forth in Section 2.2.

“Ancillary Documents” means all agreements and other documents included in the Performance Security, the LD Security, Deed of Trust and all other instruments, agreements, certificates, and other documents executed or delivered by or on behalf of Buyer or Seller pursuant to or in connection with any thereof or this Agreement.

“ASME” means American Society of Mechanical Engineers.

“ASTM” means American Society for Testing and Materials and any successor thereto.

“Authorized Auditors” means representatives of Buyer or Buyer’s Agents who are authorized to conduct audits on behalf of Buyer.

“Authorized Representative” means, with respect to each Party, the Person designated as such Party’s authorized representative pursuant to Section 15.1.

“AWS” means American Welding Society and any successor thereto.

“Bankruptcy” means any case, action or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency or receivership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in an order for relief or shall remain undismissed for sixty (60) days.

“▇▇▇▇▇ Act” has the meaning set forth in Section 15.20.

“Business Day” means any calendar day that is not a Saturday, a Sunday, or a day on which commercial banks are authorized or required to be closed in Los Angeles, California or New York, New York.

“Buyer” has the meaning set forth in the Preamble.

“Buyer’s Agent” means any member or agent of Buyer authorized or designated by Buyer to make any determination or perform, carry out or provide any function on behalf of Buyer under this Agreement.

“CAISO” means the California Independent System Operator, or any successor entity thereto.

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“Cal-OSHA” means California Occupational Safety & Health Administration and any successor thereto.

“CAMD” means the Clean Air Markets Division of the United States Environmental Protection Agency, any successor agency and any other state, regional or federal or intergovernmental entity or Person that is given authorization or jurisdiction or both over a program involving the registration, validation, certification or transferability or any of the foregoing of Environmental Attributes.

“Capacity Rights” means the rights, whether in existence as of the Effective Date or arising thereafter during the Agreement Term, to capacity, resource adequacy, associated attributes and/or reserves or any of the foregoing associated with the electric generating capability of the Facility, including the right to resell such rights.

“Cash Grants” means the grants pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5.

“CEC” means the California Energy Resources Conservation and Development Commission and any successor agency thereto.

“CEC Performance Standard” means, at any time, the applicable greenhouse gas emissions performance standard in effect at such time for baseload electric generation facilities owned or operated (or both) by local publicly owned electric utilities, as established by the CEC or other Governmental Authority having jurisdiction over Buyer.

“Circle Four Lease” means the Amended and Restated Land Lease Agreement, dated as of February 22, 2007, between Circle Four LLC, as lessor, and Seller, as lessee, attached to this Agreement as Appendix H.

“Closing” has the meaning set forth in Appendix L.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Operation” means, with respect to the Facility, the Early Completion Facility Configuration, or any additional wind turbines installed in accordance with Section 3.6, as the case may be, that Seller shall have demonstrated to the reasonable satisfaction of Buyer that all of the following have occurred:

(a)           Construction of the Facility has been completed in accordance with the terms and conditions of this Agreement and the Facility possesses all the characteristics, and satisfies all of the requirements, set forth for this Facility in this Agreement;

(b)           The Facility has successfully completed all testing required by Prudent Utility Practices or any Requirement of Law to be completed prior to full commercial operations;

(c)           Seller has obtained all Permits required for the construction, operation and maintenance of the Facility in accordance with this Agreement (including those identified in Appendix K), and all such Permits are final and non-appealable;

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(d)           The Facility is both authorized and able to operate at an installed capacity of no more than 102 MW and to deliver Energy to the Point of Delivery in accordance with Prudent Utility Practices, the requirements of this Agreement and all applicable Requirements of Law;

(e)           Seller has obtained Insurance coverage for the Facility as required by Appendix F;

(f)            Construction of all interconnection facilities and transmission facilities necessary to deliver Energy to the Point of Delivery has been completed and all agreements and arrangements have been executed and made, as provided in the Agreement, to deliver Energy to the Point of Delivery;

(g)           The Facility and the Related Interests and Rights shall be fully effective;

(h)           All of the requirements as set forth in Section 2.6, Section 2.7, Section 2.8, Section 2.9 and Section 2.10 to be met on or prior to the Commercial Operation Date have been met; and

(i)            Buyer shall have received executed copies of (x) the Interconnection Agreement and the assignment of the interconnection rights from Milford I to Seller necessary for the interconnection of the Facility to the Point of Delivery; (y) the joint ownership and operating agreements between Milford I, Seller and any other parties thereto with respect to their respective rights and interests with respect to the Facility Common Facility Interests and the Facility Transmission Line Interests, and the sharing of responsibilities and obligation related thereto; and (z) the consent required under Section 4.2, each such agreement being in a form reasonably acceptable to Buyer, provided that Buyer shall acknowledge acceptance in writing on a timely basis if requested by Facility Lender.

“Commercial Operation Date” means the date on which Commercial Operation of the Facility, or the Early Completion Facility Configuration, as the case may be, shall have occurred; provided, that Seller shall have the right to install additional wind turbines in accordance with Section 3.6 following the Commercial Operation Date if Commercial Operation is achieved in the Early Completion Facility Configuration in accordance with Section 3.6.

“Consent and Agreement” means the agreement attached as Appendix O.

“Contract Capacity” means the aggregate installed capacity of the Facility, not to exceed 102MW; provided, that Seller shall have the right to declare Commercial Operation as to the Early Completion Facility Configuration at the Commercial Operation Date and thereafter on or before ninety (90) days following the Commercial Operation Date may declare Commercial Operation as to all additional wind turbines in accordance with Section 3.6.

“Contract Year” means (i) for the first Contract Year, the period beginning on the Prepayment Date and ending at 24:00 hours on June 30 following the Prepayment Date, (ii) for the following nineteen (19) Contract Years beginning on the first day of July following the Prepayment Date, each succeeding twelve-month period up to and including the period ending with the June 30 next preceding the twentieth (20th) anniversary of the Prepayment Date; and (iii) for the final Contract Year, the period beginning on the first day of July next preceding the

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twentieth (20) anniversary of the Prepayment Date and ending at 24:00 hours on the date that the Agreement Term shall end.

“Costs” has the meaning set forth in Section 14.5(i)(3).

“CPRA” has the meaning set forth in Section 15.20.

“Credit Agreement” shall mean the Credit Agreement, to be executed between Seller and the Facility Lenders providing, among other things, for the financing of construction of the Facility, including related development and other project costs, interest and other finance costs during and after construction, reserves and spare parts, contemplated to be outstanding for a period after construction until repaid from proceeds of the Prepayment Amount, together with proceeds of a tax equity arrangement or Cash Grants and/or other capital sources, or until the right, title and interest of the Facility Lenders in and to the Credit Agreement shall be purchased, together with the related promissory notes and collateral documents, pursuant to the Consent and Agreement.

“Deed of Trust” has the meaning set forth in the definition of “Security Interest.”

“Deemed Delivered Excess Energy” has the meaning set forth in Section 5.6(g).

“Deemed Delivered Interim Energy” has the meaning set forth in Section 5.6(g).

“Deemed Delivered Prepaid Energy” has the meaning set forth in Section 5.6(g).

“Deemed Delivered Startup and Test Energy” has the meaning set forth in Section 5.6(g).

“Default” has the meaning set forth in Section 14.1.

“Defaulting Party” has the meaning set forth in Section 14.1.

“Delivered Energy” means the MWh of Facility Energy delivered by Seller and received by Buyer as metered at the Point of Delivery, adjusted to include Deemed Delivered Prepaid Energy, Deemed Delivered Excess Energy, Deemed Delivered Startup and Test Energy and Deemed Delivered Interim Energy, in accordance with Section 5.6.

“Delivered Excess Energy” means the portion of the Delivered Energy that is designated as Excess Energy.

“Delivered Guaranteed Generation” means the portion of the Delivered Energy that is designated as Guaranteed Generation.

“Delivery Term” has the meaning set forth in Section 2.2.

“Downgrade Event”, with respect to a financial institution, means the failure of such financial institution to maintain the credit rating or organizational status of a Qualified Issuer or the commencement by such financial institution of involuntary or voluntary bankruptcy,

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insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding (whether under any present or future statute, law or regulation).

“Early Completion Facility Configuration” means a configuration of the Facility with the interconnection facilities and installed wind turbines aggregating not less than 90 MW of nameplate capacity and not more than 102 MW of nameplate capacity.

“EEI” means Edison Electric Institute and any successor thereto.

“Effective Date” means the date on which Buyer executes this Agreement, and the conditions precedent set forth in Section 2.1 have been met.

“Electric Metering Device(s)” means all meters, metering equipment, and data processing equipment used to measure, record, or transmit data relating to the Energy output from the Facility. Electric Metering Devices include the metering current transformers and the metering voltage transformers.

“End of Term Purchase Price” has the meaning set forth in Section 2.5(c).

“Energy” means electrical energy.

“Environmental Attribute Reporting Rights” means all rights to report the ownership of the Environmental Attributes to any Person without limitation, including under Section 1605(b) of the Energy Policy Act of 1992, as amended from time to time, or any successor statute, or any other current or future international, federal, state or local law, regulation or ▇▇▇▇, or otherwise.

“Environmental Attributes” means any and all current or future credits, benefits, emissions reductions, offsets or allowances, howsoever entitled, named, registered, created, measured, allocated or validated (A) that are at any time recognized or deemed of value (or both) by applicable law, or any voluntary or mandatory program of any Governmental Authority and (B) that are attributable to (i) generation by the Facility of Delivered Energy or Replacement Energy required to be delivered by Seller to Buyer during the Agreement Term and (ii) the emissions or other environmental characteristics of such generation or its displacement of conventional or other types of Energy generation.  Environmental Attributes include without limitation any of the aforementioned arising out of legislation or regulation concerned with oxides of nitrogen, sulfur, carbon, or any other greenhouse gas or chemical compound, particulate matter, soot, or mercury, or implementing the United Nations Framework Convention on Climate Change (the “UNFCCC”), the Kyoto Protocol to the UNFCCC, California’s greenhouse gas legislation (including but not limited to California Assembly ▇▇▇▇ 32 (Global Warming Solutions Act of 2006)) or any similar international, federal, state or local program or crediting “early action” with a view thereto, or laws or regulations involving or administered by the CAMD, and all Environmental Attribute Reporting Rights, including all evidences (if any) thereof such as renewable energy certificates of any kind. Environmental Attributes for purposes of this definition are separate from the Energy produced from the Facility. Environmental Attributes specifically exclude (i) investment tax credits, any local, state or federal production tax credits, depreciation deductions or other tax credits providing a tax benefit to Seller or any other Person based on ownership or a security interest in the Facility, or Energy production from

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any portion of the Facility, including any investment or production tax credit expected to be available to Seller with respect to the Facility, (ii) depreciation deductions and benefits, and other tax benefits arising from ownership or operation of the Facility unrelated to its status as a generator of renewable or environmentally clean Energy, and (iii) cash grants or other financial incentives from any local, state or federal government available to Seller with respect to the Facility.

“Environmental Documents” has the meaning set forth in Section 3.1(a).

“EPA” means the United States Environmental Protection Agency and any successor agency.

“EPS Compliant” when used with respect to the Facility or any other facility at any time, means that the facility satisfies both the PUC Performance Standard and the CEC Performance Standard in effect at the time; provided, if it is impossible for the facility to satisfy both the PUC Performance Standard and the CEC Performance Standard in effect at any time, the facility shall be deemed EPS Compliant if it satisfies the CEC Performance Standard in effect at the time and those portions of the PUC Performance Standard in effect at the time that it is possible for the facility to satisfy while at the same time satisfying the CEC Performance Standard in effect at the time.

“EPS Law” means Sections 8340 and 8341 of the California Public Utilities Code as implemented and amended from time to time, or any successor laws or regulations in the State of California.

“Excess Energy” means, for any Contract Year, the Energy from the Facility delivered to the Point of Delivery, which is in excess of the Guaranteed Annual Quantity for such Contract Year.

“Excess Energy Price” means the price per MWh ($/MWh) paid by Buyer to Seller for Excess Energy according to the provisions in Appendix A.

“Facility” means the wind powered electric generating facility to be located on the Facility Premises, including, but not limited to, the Facility Premises, the structures, facilities, equipment, fixtures, improvements and associated real and personal property and the other rights and interests described in Appendix B.

“Facility Common Facilities Interests” means the rights and interests in and to the properties, structures, equipment and facilities, and described generally in Appendix B, that (i) provide Seller with ownership interests (which may be an undivided interest) and leasehold interests in the Site Common Facilities, including all associated real or personal property, and the rights and interests of Seller in and to any and all agreements for joint ownership and operation, any third-party joint operation, or use of the Site Common Facilities or the capacity or capability thereof, and (ii) shall provide Seller with the rights to capability, capacity or use of the Site Common Facilities necessary to support the design capacity of the Facility on a prudent and reliable basis.

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“Facility Debt” means payment obligations of Seller to the Facility Lenders under the Credit Agreement outstanding at any date of application of such term, with the understanding that when such term is used with reference to repayment of the Facility Debt, the amount is calculated as of the date of repayment, including principal of, premium and interest on indebtedness, fees, expenses or penalties, amounts due upon acceleration, prepayment or restructuring, tax credit or benefit monetization, swap or interest rate hedging breakage costs and any claims or interest due with respect to any of the foregoing.

“Facility Energy” means Energy generated by the Facility, less Station Usage Energy.

“Facility Generating Premises” means the real and personal property (including all fixtures and appurtenances thereto) and related physical and intangible property and the Facility Common Facilities Interests, all as described in the Leases and Property Agreements and as further described in Appendix B as constituting the Facility Generating Premises.

“Facility Lender” means any lender providing senior or subordinated construction, debt or equity financing or refinancing for or in connection with the development, construction, purchase, or installation of the Facility, including any equity and tax investor providing financing or refinancing in connection therewith, and any trustee or agent acting on their behalf, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations.

“Facility Metered Output” means the energy produced by the Facility wind turbine generators as measured by the Electric Metering Devices installed at the Substation.

“Facility Premises” means the Facility Generating Premises, the land and rights and interests in land included in the Facility Common Facilities Interests and the Facility Transmission Line Interests.

“Facility Transmission Line Interests” means (i) the rights and interests in and to the properties, structures and facilities, including any easements, rights-of-way or contractual rights held or to be held by Seller with respect to its rights to its share of the capacity of the Transmission Line, including rights and interests in the Interconnection Agreement and other agreements relating to the operation and use of the Transmission Line and the use of capacity thereof, and in and to transmission lines and/or roadways servicing the Facility Premises or the Facility located (or to be located) thereon, described in Appendix B as constituting the Facility Transmission Line Interests, and (ii) the undivided ownership rights and interests in the Transmission Line as provided under Section 2.8(a).

“Fair Market Value” has the meaning set forth in Section 2.5(b).

“FERC” means the Federal Energy Regulatory Commission or any successor agency thereto.

“First Buyer Purchase Option” has the meaning set forth in Section 2.5(a).

“First Notice” has the meaning set forth in Section 2.5(b).

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“First Option Exercise Date” has the meaning set forth in Section 2.5(b).

“First Option Purchase Date” has the meaning set forth in Section 2.5(b).

“First Option Purchase Price” has the meaning set forth in Section 2.5(b).

“First Wind” means First Wind Holdings, LLC.

“Force Majeure” has the meaning set forth in Section 15.6.

“Forced Outage” means the removal of service availability of the Facility, or any portion of the Facility, for emergency reasons or conditions in which the Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure.

“GAAP” means Generally Accepted Accounting Principles that are accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants applicable to a government-owned utility applying all statements and interpretations issued by the Governmental Accounting Standards Board (GASB) and statements and pronouncements of the Financial Accounting Standards Board which are not in conflict with the statements and interpretations issued by the GASB or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination.

“Gains” has the meaning set forth in Section 14.5(i)(1).

“Governmental Authority” means any federal, state, regional, city or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority, or any Person acting as a delegate or agent of any Governmental Authority.

“Guaranteed Annual Quantity” means, (i) for each Contract Year other than the first Contract Year and the final Contract Year, the Guaranteed Generation divided by twenty (20), and (ii) for the first Contract Year and the final Contract Year, the product obtained by multiplying (A) the quotient obtained by dividing the Guaranteed Generation by twenty (20) by (B) a fraction, the numerator of which is the number of days in the first Contract Year or the final Contract Year, as applicable, and the denominator of which is 365.

“Guaranteed Commercial Operation Date” means October 1, 2010, as may be extended on a day-for-day basis not to exceed one (1) year due to an event of Force Majeure, and as may be extended on a day-for-day basis from April 1, 2010 if the Effective Date does not occur on or before April 1, 2010.

“Guaranteed Generation” means the MWh of Facility Energy prepaid by Buyer and guaranteed to be delivered from the Facility to the Point of Delivery as measured at the Point of Delivery, which shall be equal to P99 Energy, multiplied by twenty (20) years.

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“IEEE” means Institute of Electrical and Electronics Engineers.

“Independent Engineer” means ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Partners, Inc. or such other engineer as may be jointly selected by the Parties.

“Independent Manager” means a manager who is not at the time of initial appointment, or at any time while serving as Independent Manager, and has not been at any time during the preceding five (5) years: (i) a member, stockholder, equityholder, director, manager (except as such Independent Manager of Seller), officer, employee, partner, attorney or counsel of Seller, any member of Seller, or any Affiliate of Seller; (ii) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Seller, any member of Seller, or any Affiliate of Seller (other than for serving as Independent Manager of the Seller); (iii) a Person controlling or under common control with any such stockholder, equityholder, partner, manager, customer, supplier or other Person; or (iv) a member of the immediate family of any such member, stockholder, equityholder, director, officer, employee, manager, partner, customer, supplier or other Person.

“Insurance” means the policies of insurance as set forth in Appendix F.

“Interest Rate” means the lesser of (i) two hundred (200) basis points above the per annum Prime Rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law.

“Interim Energy” means the MWh of Facility Energy delivered to the Point of Delivery, as metered at the Point of Delivery, during the Interim Period. Prior to the earlier of the completion of the STS Upgrade or December 31, 2010, Seller shall not deliver any Interim Energy in an amount greater than the Maximum Interim Energy Amount.

“Interim Energy Rate” has the meaning set forth in Appendix A.

“Interim Period” means the period beginning on the Commercial Operation Date and ending on the Prepayment Date.

“IPT” means (i) when used with respect to a Retail Seller for any year for which an Incremental Procurement Target has been set for the Retail Seller by the PUC under the RPS Law, the incremental procurement target so set, and (ii) when used with respect to a Retail Seller for any year for which an incremental procurement target has not been set for the Retail Seller by the PUC under the RPS Law, the incremental procurement target last set for the Retail Seller by the PUC under the RPS Law, and (iii) when used with respect to Buyer for any year, means Buyer’s members’ renewable energy portfolio standard or procurement target for the year in which this Agreement is entered into as established by Buyer’s members’ governing body, as applicable, and in effect on the date this Agreement is entered into, as established by Buyer’s members.

“Interconnection Agreement” has the meaning set forth in Section 4.2.

“Intermountain Power Agency” means the Intermountain Power Agency, a political subdivision of the State of Utah.

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“Intermountain Power Project Switchyard” means the transmission switchyard owned by the Intermountain Power Agency, which is located in Delta, Utah, which interconnects through Intermountain Power Project transmission systems to the interstate transmission grid.

“ISA” means Instrument Society of America.

“KW” means kilowatt.

“KWh” means kilowatt-hour.

“LD Security” has the meaning set forth in Section 3.5(a).

“Lien” means any mortgage, deed of trust, lien, security interest, retention of title or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition or restriction, leasehold interest, purchase right or other right of any kind, including an option, of any other Person in or with respect to any real or personal property.

“Lease” means the Circle Four Lease and all other leases for the Facility.

“Leases and Property Agreements” means (A) the following leases and property agreements and instruments under which Seller shall acquire the Facility Generating Premises: (i) the Lease and all other easements and other real property rights of any nature for the Facility, including access rights from third parties (other than the State of Utah), (ii) a grant or grants of right of way to Seller by the USBLM, (iii) the lease or leases to Seller, as lessee, from the State of Utah, and (iv) agreements or instruments providing for the acquisition and fee ownership by Seller of parcels of land, and (B) the grants of rights of way and the leases, agreements, deeds and other instruments providing for the acquisition by Seller of rights and interests in the Transmission Line right of way and associated property rights and interests in all cases, each as amended, supplemented, replaced or otherwise modified from time to time.

“Losses” has the meaning set forth in Section 14.5(i)(2).

“Major Maintenance Blockout” has the meaning set forth in Section 5.6(e).

“Major Subcontractors” has the meaning set forth in Section 12.4.

“Material Adverse Effect” means any effect that is material and adverse to the operations or physical condition of the Facility, or limits the ability of Seller to deliver Facility Energy.

“Maximum Interim Energy Amount” means an amount, measured in MWh, of Facility Energy delivered to the Point of Delivery, as metered at the Point of Delivery, equal to the difference between (i) the Energy delivered at the Point of Delivery from the Milford Wind Phase I Facility and (ii) the maximum amount of Energy associated with 200 MW.

“Milestone” has the meaning set forth in Section 3.4.

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“Milford I” means Milford Wind Corridor Phase I, LLC.

“Milford Wind Phase I Facility” means the wind generating facility and transmission line and related facilities of Milford I provided for under the Power Purchase Agreement, dated as of March 16, 2007, between Buyer and Milford I, as amended by the First Amendment to Power Purchase Agreement, dated as of January 16, 2009.

“Monthly Payment” means the amount to be paid to Seller by Buyer on a monthly basis for all items set forth in Appendix A.

“MVAR” means megavolt-ampere-reactive or megavolt-amperes-reactive, as applicable.

“MVARh” means megavolt-ampere-reactive-hour or megavolt-ampere-reactive-hours, as applicable.

“MW” means megawatt or megawatts, as applicable.

“MWh” means megawatt-hour or megawatt-hours, as applicable.

“NERC” means the North American Electric Reliability Council or its successor organization, if any.

“Non-Consolidation Opinion” means a reasoned opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, in form and substance reasonably acceptable to Buyer, as to the non-consolidation of Seller in a bankruptcy proceeding of any member of Seller, addressed and delivered to Buyer on or before the Prepayment Date.

“Non-Defaulting Party” has the meaning set forth in Section 14.4(a).

“OATT” means Open Access Transmission Tariff approved by FERC or approved by the governing body(s) of a non jurisdictional public utility.

“Off Peak” means all hours other than On Peak hours.

“One Year Shortfall Make Up Period” has the meaning set forth in Section 10.1.

“On Peak” means 6:00 a.m. - 10:00 p.m., Monday through Friday.

“Operating Insurance” means the Insurance associated with the Facility after final completion of the Facility construction phase, specifically excluding Marine/Inland Marine Cargo, Marine Delay in Start Up, and Builder’s Risk coverages, as set forth in Appendix F, which are associated with construction or personnel.

“OSHA” means Occupational Safety & Health Administration and any successor thereto.

“P99 Energy” means, with respect to the production of Energy from the Facility, the amount of Facility Energy expected to be delivered to the Point of Delivery annually, with a

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probability of exceedance of 99%, as calculated by a nationally recognized wind expert acceptable to Buyer.

“Pacific Prevailing Time” means the time in Los Angeles, California when actual transactions are made.

“Party” has the meaning set forth in the Preamble.

“Performance Security” means the performance security to be provided, pursuant to Section 7.3, on or prior to the Prepayment Date to secure Seller’s performance under this Agreement.

“Permit” means all applications, permits, licenses, franchises, certificates, concessions, consents, authorizations, approvals, registrations, orders, filings, entitlements and similar requirements of whatever kind and however described which are required to be obtained or maintained by any Person with respect to the development, siting, design, acquisition, construction, equipping, financing, ownership, possession, shakedown, start-up, testing, operation or maintenance of the Facility, the production and delivery of Energy, Capacity Rights and Environmental Attributes, or any other transactions or matter contemplated by this Agreement (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements), including those described in Appendix K.

“Permitted Encumbrances” means (i) any Lien approved by Buyer in a writing separate from this Agreement which expressly identifies the Lien as a Permitted Encumbrance, (ii) Liens for Taxes not yet due or for taxes being contested in good faith by appropriate proceedings, so long as such proceedings do not involve (a) a material risk of the sale, forfeiture, loss or (b) a restriction on the use of the Facility or any part thereof, provided that such proceedings end by the expiration of the Agreement Term, (iii) suppliers’, vendors’, mechanics’, ▇▇▇▇▇▇▇’▇, repairman’s, employees’ or other like Liens arising in the ordinary course of business for work or service performed or materials furnished in connection with the Facility for amounts the payment of which is either not yet delinquent, bonded or is being contested in good faith by appropriate proceedings, provided that such proceedings end by expiration of the Agreement Term, (iv) Lease and Property Agreements, or memoranda of such Leases and Property Agreements; or (v) easements, rights of way, use rights, exceptions, encroachments, reservations, restrictions, conditions or limitations listed as items 8 through 28 and 30 through 34 of Schedule B of the Commitment for Title Insurance, Order No. NSC- 344152- SLC 1, with an effective date of August 14, 2009, issued to Seller by First American Title Insurance Company; provided that in each case the same do not impair the operation or use of the Facility or any interest therein as contemplated by this Agreement, or have a material adverse effect on the value, the remaining useful life or the utility of the Facility or any interest therein.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government or other political subdivision.

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“Point of Delivery” means the interconnection facilities of Seller located at the point of interconnection between the Transmission Line and the Intermountain Power Project 345-kV Switchyard as further described in the Interconnection Agreement.

“Prepaid Energy Price” means Forty-Seven Dollars ($47.00) per MWh.

“Prepayment Amount” means the amount to be paid by Buyer for the Guaranteed Generation as set forth in Section 7.1(g).

“Prepayment Date” means the date on which Buyer pays the Prepayment Amount to Seller.

“Present Value Rate” means, at any date, the sum of 0.50% plus the yield reported on page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in United States government securities) at 11:00 a.m. (New York City, New York time) for the United States government securities having a maturity that most nearly matches the remaining term of the Agreement at that date.

“Prudent Utility Practices” means those practices, methods, and acts, that are commonly used by a significant portion of the wind power generation industry in prudent engineering and operations to design and operate electric equipment (including wind powered facilities) lawfully and with safety, dependability, efficiency, and economy, including any applicable practices, methods, acts, guidelines, standards and criteria of FERC, NERC, WECC and all applicable Requirements of Law.

“Public Utilities Code” means the Public Utilities Code of the State of California.

“PUC” means the California Public Utilities Commission and any successor thereto.

“PUC Performance Standard” means, at any time, the greenhouse gas emission performance standard in effect at such time for baseload electric generation facilities owned or operated (or both) by load-serving entities and not local publicly-owned electric utilities, as established by the PUC or other Governmental Authority under the EPS Law.

“Qualified Issuer” means a financial institution either organized under the laws of the United States or a State therein or a United States branch of a foreign financial institution, in each case, that has a current long-term credit rating (corporate or long-term senior unsecured debt) of (1) “A3” or higher by ▇▇▇▇▇’▇ Investors Service, Inc.; and (2) “A-” or higher by Standard & Poor’s.

“Quality Assurance Program” has the meaning set forth in Appendix J.

“RECs” or “Renewable Energy Certificates” means tradable environmental commodities that represent proof that one (1) megawatt-hour (MWh) of Energy was generated from an eligible resource. These certificates can be sold and traded and the owner of the REC can claim to have purchased renewable energy. RECs are also commonly known as renewable energy credits and green tags.

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“Related Interests and Rights” means the Facility Common Facilities Interests and the Facility Transmission Line Interests.

“Remaining Prepayment Amount” means, with respect to the Contract Year in which a termination of this Agreement occurs (other than upon a purchase of the Facility and Related Interests and Rights by Buyer), the sum of: (i) the amount set forth for such Contract Year in Appendix G, as such amount may be modified on a pro-rata basis to reflect the final configuration of the Facility as of the Prepayment Date; (ii) if any Shortfall Energy or Replacement Energy has not been made up by Seller as of the termination date, an amount equal to the product of (x) the amount of such Shortfall Energy (measured in MWh), or the amount of such Replacement Energy (measured in MWh), as the case may be, multiplied by (y) the Prepaid Energy Price; and (iii) any amounts owed to Buyer under Section 10.3 for Replacement Energy purchased by Buyer in accordance with Section 10.3, or if Buyer has not purchased such Replacement Energy in accordance with Section 10.3, such Replacement Energy (measured in MWh) multiplied by the Prepaid Energy Price.

“Replacement Energy” has the meaning set forth in Section 10.3.

“Requirement of Law” means federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any federal, state, local or other Governmental Authority (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements).

“Retail Seller” means an “electrical corporation” (as defined in Section 218 of the Public Utilities Code) that is a “retail seller” as defined in Section 399.12(b) of the California Public Utilities Code as amended from time to time and any successor law.

“RPS Compliant,” when used with respect to the Facility or any other facility at any time, means (i) that all Energy generated by that facility at that time would, if purchased by a Retail Seller together with the associated Environmental Attributes, be eligible to be credited against the IPT of the Retail Seller for the year during which the Energy is purchased, and (ii) that all Energy generated by that facility at that time would, if purchased by Buyer together with the associated Environmental Attributes, be eligible to be credited against the IPT of Buyer’s members.

“RPS Law” means Sections 399.11 to 399.20 of the Public Utilities Code, as implemented and amended from time to time, and any successor law.

“SCADA” has the meaning set forth in Section 5.6(g).

“Schedule or Scheduling” means the actions of Seller and Buyer or their Authorized Representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity of energy to be delivered at the Point of Delivery on any given date during the Delivery Term.

“Scheduled Outage” means any outage with respect to the Facility other than a Forced Outage.

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“Scheduled Outage Projection” has the meaning set forth in Section 5.6(e).

“Scheduler” means the Persons doing Scheduling for each Party.  The contact information for Buyer’s Scheduler and Seller’s Scheduler at the Effective Date is set forth in item 4, Appendix C.

“Second Buyer Purchase Option” has the meaning set forth in Section 2.5(a).

“Second Notice” has the meaning set forth in Section 2.5(c).

“Second Option Exercise Date” has the meaning set forth in Section 2.5(c).

“Security Interest” means a lien on and security interests for the Facility and the Related Interests and Rights including all leasehold interests and real and personal property rights and interests of the Seller under the Leases and Property Agreements then in effect to secure the performance of this Agreement by Seller by means of a perfected first lien and priority security interest in the Facility and the Related Interests and Rights, subject only to Permitted Encumbrances, in the form of a Security Interest, Deed of Trust, Security Agreement and Fixture Filing as set forth in Appendix E (“Deed of Trust”). The amount of the Security Interest will secure all of Seller’s obligations under this Agreement, including the Remaining Prepayment Amount, any Termination Payment and other amounts or damages owed by Seller to Buyer under this Agreement. In the event of Buyer foreclosure on the Security Interest, Seller will be responsible for the reasonable legal expenses of Buyer to accomplish the foreclosure.

“Seller” has the meaning set forth in the Preamble.

“Shortfall Energy” has the meaning set forth in Section 10.1.

“Shortfall Make Up Period” means the One Year Shortfall Make Up Period and the Two Year Shortfall Makeup Period.

“Site Common Facilities” means and includes:

(a)           that certain substation (but excluding the Intermountain Power Project Switchyard) interconnected with the Facility and the Milford Wind Phase I Facility (the “Substation”), including all switching facilities, equipment, instruments, control panels, controls, switches, administrative supplies and other equipment, instruments, and appurtenances in and related thereto (but excluding the Electric Metering Devices on the feeder lines to the Substation as further described in Section 12.5(b)); the interconnections with the Transmission Line and collection systems and related transmission facilities; the site of the Substation and related facilities, including fee ownership interests, leaseholds, rights of way, easements and other related property rights and interests and associated buildings, structures and other improvements therefor;

(b)           approximately 12 miles of newly constructed access roads and turnaround areas;

(c)           operation, maintenance and storage buildings, structures and facilities;

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(d)           a 34.5 kV conductor line and a communication line installed on Seller’s poles installed by Seller to interconnect the Facility to the Substation; and

(e)           all equipment and other personal property necessary or useful to provide operational and support services to any of the foregoing.

“Special Purpose Entity” means a limited liability company, which at all times prior to, on and after the date hereof:

(a)           shall not (i) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (ii) acquire by purchase or otherwise all or substantially all of the business or assets of or beneficial interest in any other entity, (iii) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of its properties or assets except to the extent permitted herein, (iv) modify, amend or waive any provisions of its organizational documents related to its status as a Special Purpose Entity, or (v) terminate its organizational documents or its qualifications and good standing in any jurisdiction;

(b)           was, is and will be organized solely for the purpose of (i) acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing and operating the Facility, entering into this Agreement with Buyer and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(c)           has not been, is not, and will not be engaged in any business unrelated to the acquisition, development, construction, ownership, management or operation of the Facility;

(d)           has not had, does not have and will not have, any assets other than those related to the Facility;

(e)           has held itself out as and will hold itself out to the public as a legal entity separate and distinct from any other entity and has not failed and will not fail to correct any known misunderstanding regarding the separate identity of such entity;

(f)            has maintained and will maintain its financial statements, bank accounts, accounts books, resolutions, agreements and records separate from any other Person and has filed and will file its own tax returns (except to the extent treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law);

(g)           has held itself out and identified itself and will hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Seller and not as a division, department, or part of any other Person;

(h)           has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(i)            has not made and will not make loans or advances to any Person or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade

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securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity) or made any gifts or fraudulent conveyances to any Person;

(j)            has not identified and will not identify its members, or any Affiliate of any member, as a division or part of it, and has not identified itself and shall not identify itself as a division or department of any other Person;

(k)           has not entered into or been a party to, and will not enter into or be a party to, any transaction with its members or Affiliates, except (i) in the ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party, or (ii) in connection with the development or construction of the Facility, provided that any indebtedness or other obligations of Seller pursuant to any such transaction with its members or Affiliates shall be fully performed and discharged in their entirety prior to Commercial Operation, and (iii) as set forth in this Agreement;

(l)            does not and will not have any obligation to indemnify, and has not indemnified and will not indemnify any Person other than its officers, managers or members, as the case may be, and the Independent Manager in connection with activities related to the performance of this Agreement;

(m)          has considered and shall consider the interests of its creditors in connection with all limited liability company actions;

(n)           does not and will not have any of its obligations guaranteed by any Affiliate and will not hold itself out as being responsible for the debts or obligations of any other Person except in connection with the development or construction of the Facility, provided that any such debts or obligations shall be fully performed and discharged prior to Commercial Operation;

(o)           has complied and will comply with all of the terms and provisions contained in its organizational documents, including the provision requiring that there be an Independent Manager at all times, and has done or caused to be done and will do all things necessary to preserve its existence;

(p)           has not commingled, and will not commingle, its funds or assets with those of any Person and has not participated and will not participate in any cash management system with any other Person;

(q)           will hold its assets in its own name and will conduct all business in its own name;

(r)            has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other Person and has not permitted and will not permit its assets to be listed as assets on the financial statement of any other entity except as required by GAAP; provided, however, that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity;

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(s)            has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations;

(t)            has observed and will observe all limited liability company formalities;

(u)           has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for the debts of any other Person (other than an Affiliate of Seller solely as provided in (k) and (n) of this definition with respect to debts incurred for the performance of an obligation of Seller under this Agreement) and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person (other than an Affiliate of Seller solely as provided in (k) and (n) of this definition with respect to debts incurred for the performance of an obligation of Seller under this Agreement) except as permitted pursuant to this Agreement;

(v)           does not have and will not acquire obligations or securities of its members or any Affiliate;

(w)          has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared space and services performed by any employee of an Affiliate;

(x)           now maintains and uses, and will maintain and use separate stationery, invoice and checks bearing its name; such stationery, invoices and checks utilized by it or utilized to collect its funds or pay its expenses have borne and shall bear its own name and have not borne and shall not bear the name of any other entity unless such entity is clearly designated as being its agent;

(y)           except in connection with the development or construction, or financing of the development or construction of the Facility, has not pledged and will not pledge its assets for the benefit of any other Person;

(z)           now has, and will have articles of organization, a certificate of formation and/or an operating agreement, as applicable, that provides that it will not: (A) dissolve, merge, liquidate or consolidate; (B) sell, transfer, lease or otherwise convey all or substantially all of its assets; (C) engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this definition without the affirmative vote of its Independent Manager; or (D) without the affirmative vote of its Independent Manager, file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(aa)         is and intends to remain solvent and has paid and intends to continue to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall have or become due, and has maintained, is maintaining and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; and

(bb)         now has and will have no indebtedness other than (i) the loan made by the

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Facility Lender pursuant to the Credit Agreement, (ii) Taxes and Insurance premiums, (iii) liabilities incurred in the ordinary course of business relating to its ownership, leasing and operation of the Facility and its routine administration, that are not evidenced by a note, and which amounts are normal and reasonable under the circumstances, (iv) and any other liabilities incurred in the ordinary course of business relating to its development and construction of the Facility; provided that any such liabilities shall be fully discharged prior to Commercial Operation, and (v) such other liabilities that are permitted pursuant to this Agreement.

“Startup and Test Energy” means the MWh of Energy from the Facility delivered by Seller to Buyer at the Point of Delivery prior to the Commercial Operation Date, but not to exceed, at any time, an amount which is equal to the difference between (i) the Energy delivered at the Point of Delivery from Milford Wind Phase I Facility and (ii) the maximum amount of Energy associated with 200 MW.

“Station Usage Energy” means Energy (a) used within the Facility to power the lights, motors, buildings, panels, control systems and other electrical loads that are necessary for operation and maintenance of the Facility; or (b) consumed within the Facility’s electric energy distribution/transmission system as losses.

“STS Upgrade” means the additions and improvements to and renewals of the Southern Transmission System of the Intermountain Power Project of Intermountain Power Agency that provide for an increase of the capacity of the Southern Transmission System from 1920 MW to 2400 MW.

“Subcontractors” has the meaning set forth in Section 12.4(a).

“Substation” means the undivided interest of Seller in the Substation described in the definition of “Site Common Facilities”.

“System Emergency” means an emergency condition or abnormal interconnection situation which in Buyer’s sole judgment affects the ability of Buyer or Buyer’s Transmission Provider to receive Energy at the Point of Delivery.

“Taxes” has the meaning set forth in Section 5.4.

“Termination Payment” means in the case of a Default, the amount, calculated pursuant to Section 14.5 and paid by a Party to liquidate this Agreement.

“Transmission Line” means the generator lead line extending from the Site Common Facilities Substation at the wind generation site to the Intermountain Power Project Switchyard in Delta, Utah, a distance of approximately 90 miles, including the rights of way, easements and other property interests constituting the right of way of such transmission line and the interconnection facilities at the Site Common Facilities Substation and the interconnection facilities at the IPP Switchyard, together with all related structures, facilities and equipment and associated real or personal properties.

“Transmission Provider” means the Person(s) operating the Transmission System(s) providing Transmission Services to or from the Point of Delivery.

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“Transmission Services” means the transmission and other services required to transmit Energy to or from the Point of Delivery.

“Transmission System” means the facilities utilized to provide Transmission Services.

“Two Year Shortfall Make Up Period” has the meaning set forth in Section 10.1.

“USBLM” means the Bureau of Land Management of the United States Department of Interior.

“WECC” means the Western Electricity Coordinating Council, or any successor entity thereto.

“WREGIS” means Western Renewable Energy Generation Information System, and any successor; provided that said successor is capable of performing substantially similar functions and is acceptable to Buyer.

“WREGIS Certificates” has the meaning set forth in Section 9.4.

“WREGIS Operating Rules” means the rules describing the operations of the Western Renewable Energy Generation Information System, as published by WREGIS and as may be amended from time to time.

Other terms defined herein have the meanings so given them in this Agreement.

Section 1.2            Interpretation.  In this Agreement, unless a clear contrary intention appears:

(a)           the singular number includes the plural number and vice versa;

(b)           reference to any Person includes such Person’s successors and assigns but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(c)           reference to any gender includes the other;

(d)           reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument or tariff as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof;

(e)           reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition;

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(f)            “hereunder”, “hereof”, “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof;

(g)           “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(h)           relative to the determination of any period of time, “from” means “from and including”, “to” means “to but excluding” and “through” means “through and including”;

(i)            reference to time shall always refer to Pacific Prevailing Time; and

(j)            reference to any “day” shall mean a calendar day unless otherwise indicated.

ARTICLE II

EFFECTIVE DATE, TERM, PURCHASE OPTION,
EARLY TERMINATION AND FACILITY PROPERTIES

Section 2.1            Effective Date.  This Agreement shall become effective when duly executed and delivered by both Parties. On or prior to the Effective Date, each of the following has occurred:

(a)           Buyer received copies of all requisite resolutions and incumbency certificates of Seller and any other documents evidencing all actions taken by Seller to authorize the execution and delivery of this Agreement and all Ancillary Documents requiring execution by Seller, such resolutions to be certified as of the Effective Date by an Authorized Representative of Seller;

(b)           Buyer received an executed original of a written legal opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Seller, dated as of the Effective Date and addressed to Buyer concerning this Agreement and related matters in form and substance satisfactory to Buyer and its counsel;

(c)           First Wind, or an Affiliate of First Wind, and Seller shall have entered into an agreement with Buyer under which First Wind, or an Affiliate of First Wind (other than Seller), agrees to apply for and to cause to be issued to Buyer the LD Security as provided under Section 3.5(b);

(d)           The LD Security required under Section 3.5(b) was delivered to Buyer;

(e)           First Wind, or an Affiliate of First Wind, and Seller shall have entered into an agreement with Buyer under which First Wind, or an Affiliate of First Wind (other than Seller), agrees to apply for and to cause to be issued to Buyer the Performance Security as provided under Section 7.3; and

(f)            Buyer received evidence reasonably satisfactory to Buyer that Seller or Seller’s contractors or subcontractors have obtained or will have the right to use all Permits listed

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in Appendix K, except for any such Permits not yet required to be obtained but which can reasonably be expected to be obtained when needed, and each such Permit is final and non-appealable, except as otherwise noted on Appendix K.

Section 2.2            Agreement Term and Delivery Term.  This Agreement shall have a delivery term commencing on the Commercial Operation Date and ending on the twentieth (20th) anniversary of the Prepayment Date, unless sooner terminated in accordance with the terms of this Agreement (the “Delivery Term”). The term of this Agreement (the “Agreement Term”) shall commence on the Effective Date and shall end upon the date that is the twentieth (20th) anniversary of the Prepayment Date.

Section 2.3            Survivability.  The provisions of this Section 2.3, Section 3.7, Section 12.4, Article XIV, and Article XV shall survive the termination of this Agreement. In addition, applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to provide for final billing and adjustments related to the period prior to termination of this Agreement, including payment of any money due and owing to Seller or Buyer pursuant to this Agreement, including Section 3.5, Section 5.4, Section 7.1, Section 7.4, and Section 10.3.

Section 2.4            Early Termination.

(a)           Early Termination by Mutual Agreement.  This Agreement may be terminated by mutual written agreement of the Parties.

(b)           Early Termination for Default.  Upon the occurrence and during the continuation of a Default subject to applicable cure periods, if any, the Non-Defaulting Party may terminate this Agreement as set forth in Section 14.4.

(c)           Early Termination for Business Policies. This Agreement shall terminate when and as provided in Section 15.22.

(d)           Purchase of the Facility. If Buyer purchases the Facility pursuant to this Agreement, this Agreement shall terminate effective upon the Closing unless sooner terminated as otherwise herein provided.

(e)           Effect of Termination.  Any termination of this Agreement under this Section 2.4 shall be without prejudice to the rights and remedies of either Party for Defaults occurring prior to such termination.

Section 2.5            Buyer Purchase Options.

(a)           Seller hereby grants to Buyer an initial purchase option (the “First Buyer Purchase Option”) to be exercised within the First Option Exercise Date and an additional purchase option (the “Second Buyer Purchase Option”) to be exercised within the Second Option Exercise Date, in each case pursuant to the terms of this Section 2.5.

(b)           At any time following the Prepayment Date and on a date that is within the six (6) month period immediately preceding the seventh (7th) anniversary of the Commercial Operation Date (such date hereinafter referred to as the “First Option Exercise Date”), Buyer

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may deliver to Seller written notice (the “First Notice”) that it intends to exercise the First Buyer Purchase Option. Buyer’s exercise shall permit Buyer a one-time option to purchase the Facility and the Related Interests and Rights at the seventh (7th), eighth (8th), ninth (9th) or tenth (10th) anniversary of the Commercial Operation Date (“First Option Purchase Date”).  Buyer may select one date only. Buyer shall deliver a written notice (“Purchase Notice”) to Seller within a six (6) month period immediately preceding the selected First Option Purchase Date of its intent to exercise the First Buyer Purchase Option and purchase the Facility and Related Interests and Rights for a price equal to the Fair Market Value thereof, but in no event for more than seventy million dollars ($70 million) (the “First Option Purchase Price”) which shall be determined as provided in the definition of such term as set forth below.  For purposes of this Agreement, “Fair Market Value” means, with respect to a particular time of calculation, the amount a willing buyer would pay for the Facility and Related Interests and Rights, subject to compliance with the terms and provisions of this Agreement through the twentieth (20th) anniversary of the Prepayment Date, in an arm’s-length transaction, to a willing seller under no compulsion to sell, as shall be specified by agreement between Buyer and Seller or, if not agreed to by Buyer and Seller within a period of 15 days after either Party by written notice to the other Party requests a determination of the Fair Market Value, then as specified in an appraisal prepared and mutually agreed to by two independent recognized appraisers, one of which shall be appointed by Buyer and the other of which shall be appointed by Seller, or, if such appraisers cannot agree on such an appraisal, an appraisal arrived at by a third independent recognized appraiser chosen by the mutual agreement of the two appraisers.  If either Party should fail to appoint an appraiser within fifteen (15) days of receiving notice of the appointment of an appraiser by the other Party, then such appraisal shall be made by the appraiser appointed by the first Party.  If the two appraisers cannot agree on such appraisal and fail to appoint a third independent recognized appraiser within fifteen (15) days after the appointment of the second appraiser, then either Party may apply to the American Arbitration Association to make such appointment. The appraisal shall be completed within thirty (30) days of the appointment of the last appraiser appointed. Following determination of the Fair Market Value with respect to the Facility and Related Interests and Rights, unless Buyer provides written notice to Seller within ten (10) days preceding the First Option Purchase Date that it will not exercise the option to purchase the Facility and Related Interests and Rights, Buyer shall purchase and Seller shall sell, convey and assign, the Facility and Related Interests and Rights for the First Option Purchase Price, in accordance with an agreement provided by Buyer that includes the terms and conditions substantially in the form of Appendix L. If Buyer does not provide the First Notice by the First Option Exercise Date, then Buyer shall forfeit the right to exercise the First Buyer Purchase Option.

(c)           If Buyer does not deliver the First Notice by the First Option Exercise Date or purchase the Facility and Related Interests and Rights pursuant to the First Buyer Purchase Option, Buyer may exercise the Second Buyer Purchase Option to purchase the Facility and Related Interests and Rights at the expiration of the Delivery Term.  Buyer shall exercise such option, if at all, by providing Seller with notice (the “Second Notice”) at least one hundred eighty (180) days prior to the expiration of the Delivery Term (the “Second Option Exercise Date”) that it intends to exercise the Second Buyer Purchase Option and purchase the Facility and Related Interests and Rights for a purchase price equal to the Fair Market Value thereof (the “End of Term Purchase Price”), which shall be determined as provided in the definition of Fair Market Value as set forth in Section 2.5(b). Following determination of the Fair Market Value

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with respect to the Facility and Related Interests and Rights, unless Buyer provides written notice to Seller within ten (10) days preceding the Second Option Exercise Date that it will not exercise the option to purchase the Facility and Related Interests and Rights, Buyer shall purchase and Seller shall sell, convey and assign, the Facility and Related Interests and Rights for the End of Term Purchase Price in accordance with an agreement provided by Buyer that includes the terms and conditions substantially in the form of Appendix L.  If Buyer does not provide the Second Notice by the Second Option Exercise Date, then Buyer shall forfeit the right to exercise the Second Buyer Purchase Option.

(d)           At any time (i) prior to the First Option Exercise Date (but following the sixth (6th) anniversary of the Commercial Operation Date) and not during the period in which the Parties are obligated to calculate in good faith the First Option Purchase Price, and (ii) during the last year of the Delivery Term, but prior to the date on which Buyer must provide the Second Notice, Buyer may request in writing (but only one time in each time period) Seller’s reasonable estimate of the purchase price for the Facility and Related Interests and Rights, and Seller shall provide such estimate with supporting documentation within sixty (60) days of such written request. The reasonable estimate will take into consideration the actual Delivered Energy from the Commercial Operation Date through the most recent anniversary of the Commercial Operation Date, and, if applicable, the expected Delivered Energy from that date until the First Option Exercise Date.  The calculation of the expected Delivered Energy will take into consideration the average annual Delivered Energy since the Commercial Operation Date and other analysis and data appropriate under the circumstances.

(e)           Commencing on the date on which Buyer provides Seller a First Notice or Second Notice, as the case may be, and for a period of no less than six (6) months, Seller, at no cost to Buyer, shall make available to Buyer and its representatives Seller’s qualified and trained personnel, or cause the operator of the Facility to make available qualified and trained personnel, to provide information, advice, and guidance to, and opportunities for, Buyer and its representatives to observe such personnel in connection with the operation and maintenance of the Facility at times and for durations designed to allow an operator engaged by Buyer to operate and maintain the Facility competently and independently without any future assistance from Seller or its representatives. In addition, upon Buyer’s reasonable request, Seller shall provide documentation to Buyer related to the operation, maintenance and compliance with technical, regulatory and other requirements of the Facility. Additional training services may be provided to Buyer at a cost mutually agreed to by Buyer and Seller.

(f)            This Agreement shall be terminated upon the Closing of any such purchase under this Section 2.5, the payment in full by Buyer to Seller of the applicable purchase price for the Facility and Related Interests and Rights and the return by Buyer to Seller of the Performance Security.

Section 2.6            The Facility Generating Premises.

(a)           Prior to the Commercial Operation Date, Seller shall enter into Leases and Property Agreements which shall provide Seller with leaseholds or other property rights and interests sufficient for the development, construction, operation, maintenance and repair of the Facility and Related Interests and Rights, which shall comprise the Facility Generating Premises,

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as well as leaseholds and property interests in other undeveloped lands.  The terms and provisions of the Leases and Property Agreements entered into by Seller shall be approved by Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer has approved the terms and conditions of the Circle Four Lease and the Amended and Restated Special Use Lease Agreement 1599B dated April 22, 2009 between Buyer and the State of Utah acting by and through the School and Institutional Trust Lands Administration. Seller may not remove any portions of or rights or interests in the premises under the Leases and Property Agreements or amend or terminate any of the Leases and Property Agreements, unless Buyer has provided prior written consent to Seller, such consent to be determined in Buyer’s reasonable discretion.  All Leases and Property Agreements, or memoranda of such Leases and Property Agreements, to the extent recordable under federal or state law, shall be duly recorded in the land records of the applicable county or counties of the State of Utah or as otherwise provided by applicable law.

(b)           Seller agrees not to develop or improve the areas of such Leases and Property Agreements, other than the Facility Generating Premises, which shall be developed and improved so as to provide for the facilities and improvements of the Facility to be located on the Facility Generating Premises in accordance with this Agreement.  Following the Commercial Operation Date, Seller may not remove any portions of or rights or interests in the premises under the Leases and Property Agreements or amend or terminate any of the Leases and Property Agreements, unless Buyer has provided prior written consent to Seller, such consent to be determined in Buyer’s reasonable discretion. All of the ownership, rights and interests of Seller in the Leases and Property Agreements held by Seller as of the Prepayment Date shall be subject to the lien and security interest of the Deed of Trust.

Section 2.7            Facility Common Facilities’ Interests. On or before the Commercial Operation Date, the construction and installation of structures, facilities and other improvements of the Facility on the Facility Generating Premises as provided in this Agreement shall include the Facility Common Facilities Interests. Prior to the Commercial Operation Date, with the prior written consent of Buyer, not to be unreasonably withheld, Seller may sell, transfer or otherwise only dispose of undivided interests or rights in such Facility Common Facilities Interests, including the use of the capacity or capabilities thereof, to other entities in accordance with agreements that govern the common ownership, use, construction and operation of such Facility Common Facilities Interests and include provisions for sharing of the costs thereof and rights and entitlements to the capacity and services thereof; provided that Seller shall not sell, transfer or dispose of the Facility Common Facilities’ Interests or any portion thereof that are needed for the construction, operation, maintenance, repair or dismantling of the Facility. All of the ownership rights and interests of Seller in the Facility Common Facilities Interests held by Seller as of the Prepayment Date shall be subject to the lien and security interest of the Deed of Trust. Any sale, transfer or disposal by Seller of rights or interests in such Facility Common Facilities Interests following the Commercial Operation Date shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary herein, Buyer shall have the right to review any agreement that provides for joint or common ownership or operation of the Facility Common Facilities Interests or any capacity or capability thereof, and such agreement shall be subject to approval by Buyer, not to be unreasonably withheld, prior to becoming effective.

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Section 2.8            Transmission Line and Facility Transmission Line Interests.

(a)           Prior to the Commercial Operation Date, Seller shall acquire such undivided ownership rights and interests in the Transmission Line, including the Facility Transmission Line Interests, which shall be reasonably acceptable to Buyer and shall provide Seller with rights to use the capacity of the Transmission Line for the delivery of Energy from the Facility to the Point of Delivery.

(b)           All of the ownership, rights and interests of Seller in the Transmission Line, including the Facility Transmission Line Interests, held by Seller as of the Prepayment Date shall be subject to the lien and security interest of the Deed of Trust.  Notwithstanding anything to the contrary herein, Buyer shall have the right to review any agreement that provides for joint or common ownership or operation of the Transmission Line, including the Facility Transmission Line Interests, or any capacity or capability thereof, and such agreement shall be subject to approval by Buyer, not to be unreasonably withheld or delayed, prior to becoming effective.

Section 2.9            Real Property Consents.  Prior to the Commercial Operation Date, the lessors and other parties (other than USBLM) under the Leases shall enter into consent and estoppel and non-disturbance agreements with Buyer and Seller in form and substance satisfactory to Buyer, providing, among other things, cure and step-in rights to Buyer under such Leases and the required consents of such lessors and other parties to the assignment by Seller of its rights and interests in and to such Leases to Buyer under the Deed of Trust and in connection with the purchase of the Facility and Related Interests and Rights by Buyer. In addition, prior to the Commercial Operation Date, Seller shall use commercially reasonable efforts to obtain and deliver to Buyer from the parties under the Leases and Property Agreements which constitute easements, rights-of-way, and other property rights and interests (other than the Leases referred to in the preceding sentence) executed consents, in form and substance satisfactory to Buyer, to the assignment by Seller of its rights and interests in and to such Leases and Property Agreements to Buyer under the Deed of Trust and in connection with any purchase of the Facility and Related Interests and Rights by Buyer. Consents to assignment shall not be required if the terms of the Leases and Property Agreements (other than the Leases for which consent shall be required), as the case may be, expressly permit their assignment to Buyer in connection with the Deed of Trust and the purchase options provided for hereunder.

Section 2.10         Operation and Maintenance Agreement.  Prior to the Commercial Operation Date, Seller shall deliver to Buyer an executed copy of an operation and maintenance agreement for the Facility in form and substance reasonably acceptable to Buyer.

ARTICLE III

DEVELOPMENT OF THE FACILITY

Section 3.1            In General.

(a)           Permitting.  Seller, at its sole cost and expense, shall timely take all commercially reasonable and diligent steps necessary to obtain or cause to be obtained all Permits required to construct, maintain or operate the Facility in accordance with the

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requirements of this Agreement and all applicable Requirements of Law including but not limited to the timely preparation of all environmental documents required to have the Facility reviewed under applicable federal and Utah law (the “Environmental Documents”).

(b)           Project Design. The location, design, configuration and capacities of the Facility shall be consistent with the requirements of this Agreement and all applicable Requirements of Law, including but not limited to the characteristics and other requirements for the Facility set forth in Appendix B, and also subject to any conditions that are imposed by the lead agency or any responsible agency as part of the environmental review of the Facility required under applicable Utah law and such conditions that Seller deems acceptable.

(c)           Meetings With Governmental Authorities.  Seller shall represent the Facility as necessary in all meetings with and proceedings before all Governmental Authorities.

(d)           CEQA Exemption. The Parties acknowledge and agree that the Facility is subject to environmental review pursuant to NEPA, and is therefore statutorily exempt from CEQA pursuant to Title 14, California Code of Regulations, Section 15277.  The Parties acknowledge and agree that Seller shall have no obligation to sell and Buyer shall have no obligation to purchase any Energy under this Agreement unless and until a notice of exemption pursuant to Title 14, California Code of Regulations, Section 15277 (“Notice of Exemption”), shall have been duly filed in the appropriate state and county, and the applicable period for any legal challenges to any action by any such agency or any other Person, including the statute of limitations pertaining to the filing of the Notice of Exemption, shall have expired without any such challenge having been filed or, in the event of any such challenge, the challenge shall have been determined adversely to the challenger by final judgment or by settlement. Buyer agrees to make the requisite filings in the appropriate state and county.

(e)           Development and Construction of the Facility.  Seller shall use commercially reasonable and diligent efforts to site, develop, finance and construct the Facility. The Facility shall be owned by Seller during the Agreement Term. Seller shall develop, finance and construct the Facility, at its sole risk and expense, and in compliance with the requirements of this Agreement, all applicable Requirements of Law, Prudent Utility Practices, and applicable manufacturer’s and vendor’s specifications and recommended procedures; provided that meeting these requirements shall not relieve Seller of its other obligations under this Agreement.

(f)            Confirmation of Facility Premises. Seller agrees and acknowledges that (i) Seller’s agents and representatives have visited, inspected and are familiar with the Facility Premises, its surface physical condition relevant to Seller’s obligations under this Agreement, including surface conditions, normal and usual soil conditions, roads, utilities, and topographical, air and water quality conditions; (ii) Seller is familiar with all local and other conditions which may be material to Seller’s performance of its obligations under this Agreement (including, transportation, seasons and climate, access, weather, handling and storage of materials and equipment; and availability and quality of labor and utilities); and (iii) based on the foregoing, the Facility Premises constitute an acceptable and suitable site for the construction and operation of the Facility in accordance herewith. Any failure by Seller to take the actions described in this Section will not relieve Seller from any responsibility for estimating properly the difficulty and cost of successfully constructing, maintaining or operating the Facility in accordance with this

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Agreement or from proceeding to construct, maintain and operate the Facility successfully without any additional expense to Buyer.

Section 3.2            Certification of Commercial Operation Date; Preliminary Notice. Seller shall furnish Buyer at least ninety (90) days prior to the anticipated Commercial Operation Date a notice of such anticipated Commercial Operation Date. Seller shall provide Buyer with a notice when Seller believes that all conditions precedent to achieving Commercial Operation as specified in the definition of “Commercial Operation” in Section 1.1 have been satisfied.

Section 3.3            Other Information. Seller shall provide to Buyer such other information that is in the possession of Seller or its Affiliates or is reasonably available to Seller regarding the permitting, engineering, construction or operations of Seller, its subcontractors or the Facility, and other data concerning Seller, its subcontractors or the Facility that Buyer may, from time to time, reasonably request in writing, subject to Seller’s obligations of confidentiality to third parties with respect to such information. Until the Commercial Operation Date, Seller shall provide to Buyer monthly written reports describing permitting and development activities in the previous month and anticipated progress and activities for the upcoming month with respect to the Facility.

Section 3.4            Milestone Schedule.  Seller has provided Buyer with the milestone schedule set forth in Appendix B for the development of the Facility.  Seller shall use commercially reasonable efforts to achieve each milestone set forth on Appendix B (each, a “Milestone”) by the date specified therefor, subject to extension in accordance with this Agreement. Seller shall include in its weekly reports to Buyer the status of each Milestone. In the event that Seller anticipates that it will not achieve any Milestone by the date set forth in Appendix B, Seller shall, in its weekly report to Buyer, notify Buyer of any anticipated delay in achieving a Milestone, state the basis for such delay, outline the steps that Seller is taking to address the delay, and propose a revised date for achievement of the Milestone.

Section 3.5            Liquidated Damages.

(a)           If Seller fails to achieve Commercial Operation of the Facility by the Guaranteed Commercial Operation Date, Seller shall pay liquidated damages to Buyer in an amount equal to $5,000 per day for the first thirty (30) days, and $19,375 per day thereafter, up to a maximum of $4,800,000 in the aggregate, for each day intervening between the Guaranteed Commercial Operation Date for the Facility and the earlier of (x) the Commercial Operation Date, and (y) the date, if any, on which this Agreement is terminated by Buyer pursuant to Section 14.4(a).

(b)           On the Effective Date, Seller shall cause First Wind, or an Affiliate of First Wind (other than Seller) to apply for and cause to be issued to Buyer, as the beneficiary thereunder, and thereafter to maintain and replace, until such time as Seller achieves Commercial Operation of the Facility, a letter of credit in the amount of $4,800,000 issued by a Qualified Issuer, substantially in the form attached hereto as Appendix M, or such other form as is acceptable to Buyer, which shall secure Seller’s obligations to pay liquidated damages under Section 3.5(a) (the “LD Security”), all in accordance with the terms and provisions of the agreement referred to in Section 2.1(c).

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(c)           Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving Commercial Operation by the Guaranteed Commercial Operation Date would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated and, therefore, the delay liquidated damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages.

Section 3.6            Additional Capacity after Early Completion in the Early Completion Facility Configuration.  In the event that Seller shall achieve Commercial Operation in the Early Completion Facility Configuration, then Seller shall nevertheless have the right to install additional wind turbines (for a maximum installed capacity of 102 MW) up to ninety (90) days following the Commercial Operation Date.  Seller shall have the right to modify the Facility configuration shown in Appendix B to incorporate additional wind turbines installed and completed after achievement of Commercial Operation of the Facility in the Early Completion Facility Configuration by providing written notice to Buyer at the Commercial Operation Date. Any such installation of additional wind turbines shall satisfy all of the conditions set forth in the definition of Commercial Operation and shall have no effect on the Prepayment Amount.

Section 3.7            Decommissioning and Other Costs.  If Buyer elects to purchase the Facility pursuant to this Agreement, (including pursuant to Section 15.21), Buyer shall be responsible for all costs of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition without regard to the timing or cause of the decommissioning or demolition.  If Buyer elects not to purchase the Facility pursuant to this Agreement, Buyer shall not be responsible for any costs of decommissioning or demolition of the Facility or any environmental or other liability associated with the decommissioning or demolition.

ARTICLE IV

POINT OF DELIVERY AND INTERCONNECTION AGREEMENT

Section 4.1            Point of Delivery. Seller shall deliver the Facility Energy to Buyer, and Buyer, or its designee, shall receive such Facility Energy from Seller, under this Agreement at the Point of Delivery. Seller will be responsible for all losses to the Point of Delivery. Buyer will be responsible for all losses from the Point of Delivery.

Section 4.2            Interconnection Agreement. Intermountain Power Agency and Milford I have entered into an interconnection agreement that defines the equipment to be installed at the Point of Delivery to interconnect the Facility at the Point of Delivery thereof, and which provides Buyer with rights as a third party beneficiary thereunder.  Seller shall have received an assignment from Milford I of the interconnection rights and ownership interests in interconnection facilities necessary for the interconnection of the Facility at the Point of Delivery and shall enter into an Interconnection Agreement with Intermountain Power Agency and/or an amended Interconnection Agreement among Milford I and Intermountain Power Agency for the interconnection of the Facility to the Point of Delivery (the “Interconnection Agreement”) which shall provide Buyer with rights as a third party beneficiary thereunder as may be reasonably requested by Buyer. In addition, Seller shall provide evidence satisfactory to Buyer of the consent and release by or on behalf of the lenders providing financing to Milford I, if

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applicable, for the Milford Wind Phase I Facility of the transfer by Milford I to Seller of the rights, title and interests under the Interconnection Agreement which are necessary for the Facility and the Related Interests and Rights which rights, title and interests were transferred and assigned as security by Milford I to such lenders.

Section 4.3            Transmission Service Agreement. Seller shall, at Seller’s sole cost and expense, arrange transmission service, pursuant to the applicable ▇▇▇▇▇, which would enable Seller to sell Facility Energy to other parties during any period as described in Section 7.4.

ARTICLE V

OPERATION AND MAINTENANCE OF THE FACILITY

Section 5.1            Compliance with Electrical Service Requirements.  Seller shall, at its sole expense, operate and maintain the Facility: (i) in accordance with Prudent Utility Practices, the requirements of this Agreement, all applicable Requirements of Law, the requirements of applicable manufacturer’s and operator’s specifications and, using commercially reasonable efforts to comply with any published recommendations of the manufacturers and suppliers of the wind turbines and other major components of the Facility; (ii) with due regard for the safety, security and reliability of the interconnection facilities, Transmission Line and Transmission System and in accordance with the Buyer’s system protection design requirements, attached hereto as Appendix P, and (iii) in a manner that is reasonably likely to maximize the output of Energy from the Facility and result in a useful life for the Facility of not less than twenty (20) years.

Section 5.2            General Operational Requirements. In addition to the requirements set forth in Section 5.1 and elsewhere in this Agreement, Seller shall, at all times employ or cause to be employed qualified and trained personnel for managing, operating and maintaining the Facility and for coordinating with Buyer and Buyer’s Agent. Seller shall ensure that necessary personnel are available on-site or on-call twenty-four (24) hours per day during the Delivery Term. The Facility shall be operated during the Delivery Term by an Affiliate of Seller, by the party listed on Appendix N or such other Person as Buyer shall approve in the exercise of its reasonable discretion. For the avoidance of doubt, in no event will the operation of the Facility by a third party, nor shall Buyer’s approval of any third party operator, relieve Seller of any of its obligations hereunder.

Section 5.3            Operation and Maintenance Plan. Seller shall devise and implement a plan of inspection, maintenance, and repair for the Facility and the components thereof in order to maintain such equipment in accordance with Prudent Utility Practices, and shall keep records with respect to inspections, maintenance, and repairs thereto. The aforementioned plan and all records of such activities shall be available for inspection by Buyer during Seller’s regular business hours upon reasonable notice.

Section 5.4            Taxes. Commencing on the Prepayment Date, Buyer will be responsible for, and will reimburse Seller if paid by Seller, lawful state and local taxes assessed within the State of Utah, which are directly associated with the Facility or the delivery or sale of Energy or Environmental Attributes, if any, including all property taxes or payments in lieu of property taxes directly associated with the Facility and excluding income, payroll, and sales taxes (other

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than sales taxes directly imposed on the delivery or sale of Energy or Environmental Attributes, if any) (“Taxes”). To the extent reasonably able to do so, either Party, upon written request of the other, shall provide a certificate of exemption or other reasonably satisfactory evidence of exemption if either Party is exempt from any Taxes, and shall use all reasonable efforts to obtain or maintain, or to enable the other Party to obtain or maintain, any exemption from or reduction of any Taxes, whether currently available or becoming available in the future. Seller will pay all lawful Taxes and will use reasonable efforts to minimize Taxes, and will consult with Buyer on any negotiations Seller may undertake with governmental authorities responsible for imposing Taxes. Promptly following its payment of any Taxes, Seller shall provide Buyer with copies of receipts or other evidence of the payment of such Taxes. Seller shall also promptly provide to Buyer copies of all notices, correspondence or other items (including, without limitation, written reports on any verbal exchanges with the relevant taxing authorities) to the extent relating to Taxes, and shall afford Buyer a reasonable opportunity to participate in any discussions or other communications with any taxing authority relating to Taxes. To the extent it is legally able to do so, Seller will follow the written instructions of Buyer with respect to the negotiation, reporting, payment and contest (and shall permit Buyer to conduct such contest, to the extent it is legally able to do so) of any Taxes for which Seller is liable hereunder.  Seller shall promptly pay to Buyer the amount of any refunds or other credits against any Taxes or other economic benefits which Seller receives or to which it is entitled with respect to any Taxes for which Buyer is responsible hereunder. Without limiting the generality of the foregoing, the Parties agree that, if beneficial to the efforts of either Party to obtain or maintain any exemption from or reduction of any Taxes, whether currently available or becoming available in the future, the Parties will cooperate to restructure the transactions contemplated by this Agreement so as to enable either Party to obtain or maintain such exemption or reduction, as the case may be, provided, however, that any such restructuring shall not affect adversely the economic consequences to either Party. Buyer shall have no obligations with to respect to any Taxes to the extent such Taxes (1) are attributable to any period prior to the Commercial Operation Date, or following the expiration or termination of this Agreement in accordance with the terms hereof, (2) are imposed as a result of the gross negligence or willful misconduct by the Seller, the breach by the Seller of any of its obligations under this Agreement, any Ancillary Document or any related transaction document, (3) are imposed as a result of any transfers by Seller of any interest in the Facility, this Agreement or any transaction contemplated hereby or related hereto (except to the extent resulting from a breach by Buyer if its obligations under this Agreement).

Section 5.5            Environmental Credits.  Seller shall, if applicable, obtain in its own name and at its own expense any and all pollution or environmental credits or offsets necessary to operate the Facility in compliance with the Requirements of Law.

Section 5.6            Scheduling of Energy and Scheduled Outages.  The Authorized Representatives of the Buyer and Seller shall, as soon as reasonably practicable following the Effective Date, and in any event prior to the Commercial Operation Date, mutually develop forecasting and Scheduling procedures which may be modified, from time to time, by written agreement of both Authorized Representatives in order to comply with all applicable requirements, including those of the Transmission Provider, CAISO, WECC, and any balancing authority.  The Authorized Representatives shall promptly cooperate with respect to any reasonably necessary and appropriate modifications to such forecasting or scheduling procedures.

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(a)           Seller or Seller’s designee shall be responsible for Scheduling the forecast of Energy to the Point of Delivery during the Delivery Term in accordance with the dispatch and Scheduling procedures that may be updated from time to time by Buyer or Buyer’s Agent. Seller shall submit schedules, and any updates to such schedules, to Buyer or Buyer’s Agent designated by Buyer based on the most current forecast of Energy.  All generation scheduling and Transmission Services shall be performed in accordance with the applicable NERC, CAISO, and WECC operating policies, criteria, and any other applicable guidelines. Seller shall also fulfill the contractual, metering and interconnection requirements set forth in this Agreement, so as to be able to deliver Energy to the Point of Delivery.

(b)           Following the Commercial Operation Date, no later than forty-five (45) days before the beginning of each calendar year, Seller or Seller’s designee shall provide, or cause to be provided, a non-binding forecast of each month’s average-day deliveries of Energy, by hour, for the following eighteen (18) months.

(c)           Following the Commercial Operation Date, ten (10) Business Days before the beginning of each month, Seller or Seller’s designee shall provide, or cause to be provided, a non-binding forecast of each day’s average deliveries of Energy, by hour, for the following month.

(d)           Following the Commercial Operation Date, Seller or Seller’s designee shall cause the Facility’s Scheduling coordinator to provide Buyer, Buyer’s Agent, Buyer’s real time operators, and Buyers designated Scheduling representatives:

(1)           by 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery of Energy, with a copy of a non-binding hourly forecast of deliveries of Energy for each hour of the immediately succeeding day.  Any forecast provided a day prior to any non-Business Day shall include a forecast for that non-Business Day, each succeeding non-Business Day, and the next Business Day. Seller shall provide Buyer, or Buyer’s Agent, with a copy of any and all updates to such forecast indicating a change in forecasted Energy from the then-current forecast. Daily and hourly scheduling with the CAISO and the WECC shall be performed in accordance with Scheduling procedures mutually agreed upon by Buyer and the applicable Scheduling representatives of Seller prior to the date on which Seller anticipates to commence the delivery of Start-up and Test Energy.

(2)           by 12:00 p.m. on the normal Business Day prior to each pre-scheduling day as identified in the WECC prescheduling calendar, via email, with day-ahead pre-schedules for each of the succeeding twenty-four (24) hours in the form of an excel spreadsheet. In order to allow Buyer to make schedule changes in conformity with the CAISO Scheduling deadline, Seller shall notify Buyer or Buyer’s Agent via telephone of any hourly changes due to a change in unit availability or an outage no later than one-hundred five (105) minutes (one (1) hour and forty-five (45) minutes) prior to the start of such scheduling hour. Seller shall follow up with Buyer via email within thirty (30) minutes of placing the telephone call in order to confirm the hourly change and to provide Buyer with an explanation for the change; and

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(3)                with continuously updated non-binding hourly forecasts of deliveries of Energy for each hour of the succeeding twenty (24)-hour period, in either electronic format, via an internet website accessible to Buyer, Buyer’s Agent, Buyer’s real time operators, and Buyers designated Scheduling representatives, or via email in the form of an excel spreadsheet (or any combination thereof), transmitted on an hourly basis.  Seller shall attempt to optimize the estimates for such time period two (2) hours prior to such forecasts.

(e)           Following the Commercial Operation Date, Buyer and Seller shall cooperate to minimize Scheduled Outages during certain consecutive or nonconsecutive weeks of each Contract Year (not to exceed twelve (12) weeks per Contract Year) specified by Buyer (the “Major Maintenance Blockout”), but in accordance with Prudent Utility Practices. No later than one hundred twenty (120) days prior to the Commercial Operation Date and the commencement of each Contract Year thereafter, Buyer shall provide Seller with its specified Major Maintenance Blockout. Seller shall attempt to minimize its Scheduled Outages during the Major Maintenance Blockout consistent with Prudent Utility Practices. No later than sixty (60) days prior to the Commercial Operation Date, and on each January 1 thereafter, Seller shall provide Buyer, or Buyer’s Agent as designated by Buyer, with a non-binding written projection of all Scheduled Outages for the succeeding three (3) years (the “Scheduled Outage Projection”), reflecting a minimized schedule of scheduled maintenance during the Major Maintenance Blockout.  In addition, Seller shall cooperate in good faith with Buyer’s maintenance scheduling requests consistent with Prudent Utility Practices.  The Scheduled Outage Projection shall include information concerning all projected Scheduled Outages during such period, including (i) the anticipated start and end dates of each Scheduled Outage; (ii) a description of the maintenance and/or repair work to be performed during the Scheduled Outage; and (iii) the anticipated MW capacity, if any, during the Scheduled Outage. Seller shall notify Buyer, or Buyer’s Agent, of any change in the Scheduled Outage Projection as soon as practicable, but in no event later than thirty (30) days prior to the originally scheduled date of the Scheduled Outage. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Scheduled Outages and Seller will, to the extent feasible and consistent with Prudent Utility Practices, and except when such Scheduled Outages would overlap with the Major Maintenance Blockout, arrange for Scheduled Outages to occur between October 1 and May 1 of each year and coincident with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Scheduled Outage previously scheduled to occur during the System Emergency.

(f)            In the event of a Forced Outage affecting at least ten percent (10%) of the installed capacity of the Facility, to the extent practicable, Seller shall notify Buyer, or Buyer’s Agent, within two (2) hours of the Forced Outage and provide detailed information concerning the Forced Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance and/or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity, if any, during the Forced Outage. Seller shall take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages.

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(g)           Seller shall reduce deliveries of Energy for curtailments required by Buyer (i) due to a System Emergency, (other than due to a Force Majeure event as set forth in (iii) below), (ii) due to system improvements, curtailments and/or scheduled and unscheduled repairs or maintenance on Buyer’s side of the Point of Delivery, (other than due a Force Majeure event as set forth in (iii) below) that prevent it from accepting Energy at the Point of Delivery, or (iii) due to an event of Force Majeure on Buyer’s side of the Point of Delivery, that prevents it from accepting Energy at the Point of Delivery, or (iv) after December 31, 2010, if the STS Upgrade has not been completed and the Interim Energy exceeds the Maximum Interim Energy Amount. Seller shall provide the capability to implement curtailments and adjust curtailment amounts in real-time by means of setpoints received from the supervisory control and data acquisition (“SCADA”) system of Buyer or Buyer’s Agent. During the Agreement Term, the Parties shall reasonably estimate the amount of such curtailed Energy and Seller shall be credited for all curtailed Energy under subsections (i) and (ii) of this Section 5.6(g) that would have been realized had the curtailment not occurred in accordance with this Section 5.6(g); and for the avoidance of doubt, Seller shall not be credited for Energy that was curtailed under subsection (iii) of this Section 5.6(g). Curtailed Energy under subsections (i) and (ii) of this Section 5.6(g) in any Contract Year shall be deemed Delivered Energy for purposes of determining Delivered Guaranteed Generation until the Guaranteed Annual Quantity for such Contract Year has been achieved (“Deemed Delivered Prepaid Energy”) and thereafter, for such Contract Year, shall be deemed Delivered Excess Energy (“Deemed Delivered Excess Energy”).  Curtailed Energy under Subsections (i) and (ii) of this Section 5.6(g) prior to the Commercial Operation Date shall be deemed delivered Startup and Test Energy (“Deemed Delivered Startup and Test Energy”) and, following the Commercial Operation Date and prior to the Prepayment Date curtailed Interim Energy under Subsections (i), (ii) and (iv) shall be deemed delivered Interim Energy (“Deemed Delivered Interim Energy”), as applicable.  For the avoidance of doubt, the Parties agree that: (1) prior to the earlier of the completion of the STS Upgrade or December 31, 2010, Seller shall not deliver Interim Energy in an amount that exceeds the Maximum Interim Energy Amount, and (2) for the period between December 31, 2010, and the Prepayment Date, if any Interim Energy is curtailed pursuant to subsection (iv), such curtailed Energy shall be Deemed Delivered Interim Energy.  Subject to this Section, Buyer shall pay Seller for such Deemed Delivered Excess Energy, at the Excess Energy Price then in effect, for such Deemed Delivered Startup and Test Energy at the price for Startup and Test Energy set forth in Appendix A, and for such Deemed Delivered Interim Energy at the Interim Energy Rate.  During any period of curtailment under subsections (i), (ii) or (iv) of this Section 5.6(g), Seller shall use reasonable commercial efforts to sell such curtailed Energy (but not the Environmental Attributes associated with such curtailed Energy) to third parties; provided that (A) Seller shall remit to Buyer any net proceeds resulting from the sale of Deemed Delivered Prepaid Energy and such proceeds shall be the property of Buyer, (B) if such Energy is sold to third parties, Seller shall deliver the Environmental Attributes to Buyer and Buyer shall pay Seller for such Environmental Attributes in accordance with Section 12.1(a)(5); and (C) any proceeds from the sale of Deemed Delivered Excess Energy, Deemed Delivered Startup and Test Energy or Deemed Delivered Interim Energy to a third party purchaser shall be the property of Seller and Buyer shall have no obligation to pay Seller for such Deemed Delivered Excess Energy, Deemed Delivered Startup and Test Energy or Deemed Delivered Interim Energy.  For the avoidance of doubt, the provisions of this Section 5.6(g) shall not apply to curtailments resulting from a Force Majeure event preventing Seller from delivering Energy from the Facility as described in Section 15.6(a).

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Seller shall install sufficient measuring equipment at the Facility to collect data necessary to reasonably determine the amount of Deemed Delivered Prepaid Energy, Deemed Delivered Excess Energy, Deemed Delivered Startup and Test Energy or Deemed Delivered Interim Energy.  Seller shall install sufficient meteorological towers around the Facility Generating Premises or in conjunction with the wind turbines comprising the Facility to provide the capability of measuring and recording representative wind data twenty-four (24) hours per day, which wind data, in conjunction with actual wind turbine availability and capability, shall be used to calculate the Deemed Delivered Prepaid Energy, Deemed Delivered Excess Energy, Deemed Delivered Startup and Test Energy and Deemed Delivered Interim Energy.

ARTICLE VI

COMPLIANCE DURING CONSTRUCTION AND OPERATION PERIOD

Section 6.1            In General.

(a)           The Facility.  Seller warrants that it will perform, or cause to be performed, all engineering, design and construction in a good and workmanlike manner and in material compliance with applicable standards, Prudent Utility Practice, all applicable Requirements of Law, and Seller’s Quality Assurance Program. Seller warrants that, as of the Commercial Operation Date, and, if applicable, the date on which any remaining turbines achieve Commercial Operation under Section 3.6: (i) the Facility, its engineering, design and construction, its components and related work, shall be free from material defects caused by errors or omissions in design, engineering, and construction and (ii) the Facility will comply in all material respects with the requirements of this Agreement, applicable standards, reports, studies, Permits, and Requirements of Law. Seller also warrants that throughout the Agreement Term it will monitor the operation and maintenance of the Facility and that said operation and maintenance is, and will be, in material compliance with all applicable standards, reports, studies, and Permits, Prudent Utility Practices, Requirements of Law applicable to the Facility, Seller’s Quality Assurance Program, and other provisions of this Agreement. Without limiting the foregoing, Seller shall promptly repair and/or replace, consistent with Prudent Utility Practice, any component of the Facility that may be damaged or destroyed or otherwise not operating properly. Seller shall, subject to Seller’s reasonable judgment consistent with Prudent Utility Practices, exercise commercially reasonable efforts to undertake all published, recommended or required updates or modifications from manufacturers or suppliers to the Facility, its equipment and materials, including procedures, programming and software in a timely manner.  Seller shall, at its expense, maintain throughout the Agreement Term an inventory of spare parts for the Facility in a quantity that is consistent with Prudent Utility Practice.

(b)           Buyer’s Right To Monitor In General. Buyer shall have the right and Seller shall permit Buyer and its representatives, advisors, engineers and consultants to observe, inspect and monitor, upon reasonable notice to Seller, and during normal working hours and subject to Seller’s or its subcontractor’s reasonable requirements and procedures in respect of confidentiality (subject to the provisions set forth in Section 15.20) and safety, all operations and activities at the Facility, including the performance of the contractor(s) under the construction contract(s) pertaining to the Facility, the design, engineering, procurement and installation of the equipment, start up and testing, and Commercial Operation.

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(c)           Startup and Testing. Prior to the Commercial Operation Date, and as a condition precedent to the achievement of the Commercial Operation Date, and during normal working hours and subject to Seller’s or its subcontractor’s reasonable requirements and procedures in respect of confidentiality (subject to the provisions set forth in Section 15.20) and safety, Buyer shall have the right to:

(1)                review and monitor the contractors’ performance and achievement of all initial performance tests and all other tests required under the Facility construction contracts that must be performed in order to achieve completion, with respect to which Seller shall provide to Buyer a schedule for the performance of such tests at least two (2) Business Days before such tests are scheduled to begin; and

(2)                be present to witness such initial performance tests and review the results thereof; and

(3)                upon notice to Seller, perform such detailed examinations, inspections, quality surveillance and tests as, in the judgment of Buyer, are appropriate and advisable to determine that the Facility equipment and all ancillary components of the Facility have been installed in accordance with this Agreement and the Facility construction contracts, all applicable standards, Prudent Utility Practices, Requirements of Law, the Quality Assurance Program and the Milestones, provided that such examinations, inspections, quality surveillance and tests shall not interfere with the operations of the Facility or Seller’s or its subcontractors’ work.

(d)           Access and Cooperation. Seller shall, and shall cause each of its subcontractors to:

(1)                grant to Buyer such rights of access to the Facility during normal working hours and subject to Seller’s subcontractor’s reasonable requirements and procedures in respect of confidentiality (subject to the provisions set forth in Section 15.20) and safety, and to inspect, make notes about and copy (and make such copies and notes available to Buyer) all documents, drawings, plans, specifications, permits, test results and information as Buyer may reasonably request;

(2)                make the personnel of, and consultants to, the contractor(s) and Seller available to Buyer and its agents, representatives and consultants at reasonable times and with prior notice for purpose of discussing any aspect of the Facility or the development, engineering, construction, installation, testing or performance thereof; and

(3)                otherwise cooperate in all reasonable respects with Buyer and its Authorized Representatives, advisors, engineers and consultants in order to allow Buyer to exercise its rights under this Section 6.1.

Section 6.2            Compliance With Standards. Seller shall cause the Facility and all parts thereof to be designed, constructed, tested, operated and maintained to meet all of the requirements of this Agreement, all applicable requirements of the latest revision of the ASTM,

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ASME, AWS, EPA, EEI, IEEE, ISA, National Electrical Code, National Electric Safety Code, OSHA, as applicable, Uniform Building Code, Uniform Plumbing Code, and the applicable local County Fire Department Standards of the applicable county, and other codes and standards and operations and maintenance requirements applicable to the services, equipment, and work as generally shown in this Agreement, as well as all applicable Requirements of Law not specifically mentioned in this Section.

Section 6.3            Quality Assurance Program. Seller agrees to maintain and comply with a written quality assurance policy (“Quality Assurance Program”) attached hereto as Appendix J, and Seller shall cause all work performed on or in connection with the Facility to materially comply with said Quality Assurance Program.

Section 6.4            Effect of Review by Buyer.  Any review by Buyer of the design, construction, engineering, operation or maintenance of the Facility is solely for the information of Buyer. Buyer shall have no obligation to share the results of any such review with Seller, nor shall any such review or the results thereof (whether or not the results are shared with Seller) nor any failure to conduct any such review relieve Seller from any of its obligations under this Agreement. By making any such review, Buyer makes no representation as to the economic and technical feasibility, operational capability or reliability of the Facility.  Seller shall in no way represent to any third party that any such review by Buyer of the Facility, including, but not limited to, any review of the design, construction, operation or maintenance of the Facility by Buyer, is a representation by Buyer as to the economic and technical feasibility, operational capability or reliability of the Facility.  Seller is solely responsible for the economic and technical feasibility, operational capability and reliability thereof.

Section 6.5            Preservation of the Facility.  Except as expressly permitted by this Agreement, Seller shall not sell or otherwise dispose of, or create, incur, assume, or permit to exist any Lien (other than the Permitted Encumbrances) on, any portion of the Facility, the Related Interests and Rights, or any other property or assets which are necessary to the operation, maintenance, and use of the Facility, without the prior written approval of Buyer. Notwithstanding anything in this Agreement to the contrary, Seller may secure its obligations under the Credit Agreement by granting a lien on and security interest in and to the Facility under a deed of trust and related documents, which shall include an assignment of Seller’s rights and interests under the Agreement; provided that such deed of trust and related documents shall be subject to, and Seller, Buyer and the Facility Lenders shall enter into and comply with, the terms and provisions of a Consent and Agreement in substantially the form set forth in Appendix O to the Agreement.

ARTICLE VII

PURCHASE AND SALE OF POWER

Section 7.1            Purchases by Buyer.

(a)           The Facility shall have a Contract Capacity not to exceed 102 MW, with an expected capacity at the Point of Delivery of not more than 100.5 MW.

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(b)           Prior to the earlier of the completion of the STS Upgrade or December 31, 2010, Seller shall not deliver any Interim Energy in an amount greater than the Maximum Interim Energy Amount.

(c)           Prior to the Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and accept the Startup and Test Energy at the rate for such Energy set forth in paragraph 2 of the payment schedule set forth in Appendix A.

(d)           After Commercial Operation and during the Interim Period, Seller shall sell and deliver, and Buyer shall purchase and accept the Interim Energy at the Interim Energy Rate set forth in paragraph 5 of the payment schedule set forth in Appendix A.

(e)           At least ninety (90) days prior to the anticipated Commercial Operation Date, Seller shall deliver to Buyer a written declaration of the planned Contract Capacity of the Facility, the planned capacity at the Point of Delivery, and the planned Guaranteed Generation; and, if Commercial Operation is expected to be achieved in the Early Completion Facility Configuration, an indication of whether Seller anticipates installing additional wind turbines.

(f)            The Guaranteed Generation shall be calculated based on a written certification to be furnished to Buyer and prepared by AWS Truewind, LLC, or a qualified wind consultant to be selected by Seller and subject to Buyer’s approval, of the P99 Energy which shall be based on the Contract Capacity as of the Commercial Operation Date, less Station Usage Energy and transmission losses from the Facility to the Point of Delivery, multiplied by twenty (20) years; provided, however, that the Guaranteed Generation shall in no event be based on an amount of planned Contract Capacity greater than the Early Completion Facility Configuration consisting of the actual Contract Capacity installed on the Commercial Operation Date.

(g)           On a date that is the later of: (i) one hundred twenty (120) days following the Commercial Operation Date and (ii) January 1, 2011, Buyer shall pay to Seller the Prepayment Amount set forth in Appendix I for the Guaranteed Generation, as calculated pursuant to Section 7.1(f); provided, that all of the conditions in Section 7.2 have been met or will be met concurrently with the making of the Prepayment Amount.

(h)           Following the Prepayment Date, during each Contract Year, Seller shall make available, schedule and deliver, and Buyer shall accept and purchase (for which the Prepayment Amount is Seller’s consideration), the Guaranteed Annual Quantity for such Contract Year from the Facility during the Delivery Term.

(i)            For all Excess Energy delivered in each Contract Year, Buyer shall pay Seller the Excess Energy Price in accordance with paragraph 1 of the payment schedule set forth in Appendix A.

(j)            For all Delivered Energy following the Commercial Operation Date, Buyer shall pay Seller the Environmental Attributes Payment in accordance with paragraph 3 of the payment schedule set forth in Appendix A.

(k)           Commencing on the Prepayment Date, except as otherwise provided in Appendix A, Buyer shall reimburse Seller for all Taxes and Operating Insurance premiums

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following the Prepayment Date, pursuant to Appendix A. Such reimbursement amounts will be estimated by Seller prior to the year of payment, divided by 12, and paid monthly by Buyer. Any overpayment or underpayment by Buyer of reimbursement amounts for such actual Taxes and Operating Insurance premiums paid by Seller will be reconciled through an adjustment to the invoice sent to Buyer in the month following the applicable year of payment.

Section 7.2            Conditions Precedent to Prepayment.

Notwithstanding anything to the contrary in this Agreement, Buyer’s obligation to pay the Prepayment Amount shall be conditioned upon satisfaction of each of the following conditions:

(a)           achievement of Commercial Operation by the Commercial Operation Date;

(b)           the deposit in escrow, with escrow instructions that have been approved by Buyer, of a request for reconveyance executed by the Facility Lender providing construction or other financing for the Facility of its lien or liens on the Facility and the Related Interests and Rights;

(c)           the receipt by Buyer of Seller’s title insurance policy as to the Facility Premises that is reasonably satisfactory to Buyer, provided, however, that said title insurance policy shall not be required for lands owned by USBLM or the State of Utah;

(d)           Buyer obtaining the Security Interest, which Security Interest shall be in full force and effect, and which shall be recorded and filed in the applicable counties;

(e)           the receipt by Buyer of the Non-Consolidation Opinion;

(f)            the receipt by Buyer of an executed original of a written legal opinion of legal counsel reasonably satisfactory to Buyer, dated as of the Prepayment Date and addressed to Buyer, concerning the Security Interest and related matters in form and substance satisfactory to Buyer and its counsel;

(g)           the receipt by Buyer of the Performance Security;

(h)           there being no uncured Default then existing under this Agreement by Seller and there being no fact or circumstance then existing that with the giving of notice or passing of time could give rise to a Default under this Agreement;

(i)            all representations and warranties of Seller set forth in Section 13.2 being true and accurate in all material respects as of the Prepayment Date;

(j)            no circumstance existing that has, had or could reasonably be expected to have a Material Adverse Effect on the Facility;

(k)           the Leases and Property Agreements and all other agreements required to have been executed and delivered to Buyer in order to achieve Commercial Operation shall be in

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full force and effect and no material breach or default thereunder having occurred and be continuing, nor shall there exist any facts or circumstances that with the passing of time could give rise to a breach or default under such agreements;

(l)            the receipt by Buyer of evidence reasonably satisfactory to Buyer of the consent to, and release by or on behalf of, the lenders providing financing to Milford I for the Milford Wind Phase I Facility of the transfer by Milford I to Seller of the rights, title and interests held by Milford I in the (i) real and personal property under the Leases and Property Agreements necessary for the Facility and Related Interests and Rights; (ii) Facility Common Facilities Interest; and (iii) Facility Transmission Line Interests; and

(m)          the receipt by Buyer of evidence satisfactory to Buyer that any indebtedness or other obligations permitted under (k) or (n) of the definition of ‘Special Purpose Entity” have been fully performed and discharged in their entirety.

Section 7.3            Performance Security. On or prior to the Prepayment Date, Seller shall cause First Wind, or an Affiliate of First Wind (other than Seller), to apply for and cause to be issued to Buyer, as the beneficiary thereunder, and thereafter to maintain and to replace, a letter of credit in the amount of $5,000,000 issued by a Qualified Issuer substantially in the form attached hereto as Appendix M, or such other form as is acceptable to Buyer, which shall secure Seller’s performance under this Agreement, (the “Performance Security”), all in accordance with the terms and provisions of the agreement referred to in Section 2.1(e).

Section 7.4            Energy to Come Exclusively from Facility; Dedicated Facility; Sales to Third Parties.  Except as provided in Article X, in no event shall Seller have the right to procure energy from sources other than the Facility for sale and delivery pursuant to this Agreement.  During the Delivery Term and subject to the terms and conditions of this Agreement, all of the Energy from the Facility shall be dedicated to the Buyer; provided that Seller may sell to any third-party purchaser (i) Energy from the Facility sold as provided under Section 5.6(g), (ii) Facility Energy, the delivery of which is curtailed due to a Force Majeure event that prevents Buyer from receiving Energy at the Point of Delivery, or (iii) if a Buyer Default has occurred and is continuing, the Facility Energy that is not accepted by Buyer at the Point of Delivery, provided, that Seller shall remit to Buyer any net proceeds resulting from the sale of Deemed Delivered Prepaid Energy and such proceeds shall be the property of Buyer and any proceeds resulting from the sale of other Energy from the Facility as provided in this Section 7.4 to a third-party purchaser shall be the property of Seller.

ARTICLE VIII

TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS

Section 8.1            In General. Seller shall arrange and be responsible for any Transmission Services required to deliver Energy to the Point of Delivery, and shall Schedule or arrange for Scheduling services with its Transmission Providers, as needed, to so deliver the Energy to the Point of Delivery. Buyer shall arrange and be responsible for Transmission Services at and from the Point of Delivery, and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive Energy at the Point of Delivery. Each Party shall designate an authorized Scheduler to effect the Scheduling of all Energy.

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Section 8.2            Costs. Seller shall be responsible for any costs or charges imposed on or associated with the delivery of Energy up to the Point of Delivery, including but not limited to control area services, inadvertent energy flows, transmission losses and charges relating to the transmission of Energy.  Buyer shall be responsible for any costs or charges imposed on or associated with the delivery of Energy at and from the Point of Delivery, including but not limited to control area services, inadvertent energy flows, transmission losses and charges relating to the transmission of Energy. In the event Seller procures transmission to sell Energy to a third party, Seller shall be responsible for any costs or charges associated therewith.

Section 8.3            Title; Risk of Loss. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Energy prior to the Point of Delivery, and Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of all Energy at and from the Point of Delivery. Seller warrants that it will deliver all Energy and Environmental Attributes to Buyer free and clear of all Liens created by any Person other than Buyer. Title to and risk of loss as to all Energy and Environmental Attributes shall pass from Seller to Buyer at the Point of Delivery.

ARTICLE IX

ENVIRONMENTAL ATTRIBUTES; EPS AND RPS COMPLIANCE

Section 9.1            Transfer of Environmental Attributes.  For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Energy on the terms and conditions set forth herein, Seller shall transfer to Buyer, and Buyer shall receive from Seller, all right, title, and interest in and to all Environmental Attributes, free and clear of all Liens, whether now existing or acquired by Seller or that hereafter come into existence or are acquired by Seller during the Agreement Term, for all Delivered Energy and Replacement Energy.  Seller agrees to transfer and make such Environmental Attributes available to Buyer immediately to the fullest extent allowed by applicable law upon Seller’s production or acquisition of such Environmental Attributes. Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of (other than Liens on the proceeds of the Environmental Attributes in favor of Facility Lender) and will not in the future assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Environmental Attributes to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Environmental Attributes.

Section 9.2            Reporting of Ownership of Environmental Attributes.  During the Agreement Term, Seller shall not report to any Person that the Environmental Attributes granted hereunder to Buyer belong to any Person other than Buyer, and Buyer may report under any program that such Environmental Attributes purchased hereunder belong to it.

Section 9.3            Environmental Attributes.  Upon Buyer’s request, Seller shall take all actions and execute all documents or instruments necessary under applicable law, bilateral arrangements or other voluntary Environmental Attribute programs of any kind, as applicable, to maximize the attribution, accrual, realization, generation, production, recognition and validation of Environmental Attributes throughout the Agreement Term.

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Section 9.4            Use of Accounting System to Transfer Environmental Attributes. In furtherance and not in limitation of Section 9.3, Seller shall use WREGIS or any successor system to evidence the transfer of any Environmental Attributes considered RECs under applicable law or any voluntary program (“WREGIS Certificates”), associated with Facility Energy or Replacement Energy in accordance with WREGIS reporting protocols, and as such shall register the Facility with WREGIS. After the Facility is registered with WREGIS, at Buyer’s option, Seller shall (i) transfer WREGIS Certificates using the Forward Certificate Transfer method, as described in WREGIS Operating Rules, from Seller’s WREGIS account to up to three WREGIS accounts, as designated by Buyer, or (ii) retire said WREGIS Certificates into Seller’s WREGIS Retirement sub-account on behalf of Seller’s requirements (if any); provided, however, that Seller must initially select to use either option (i) or (ii) thirty (30) days prior to delivering any Energy to the Point of Delivery, and, provided, further, if option (i) is selected, Buyer may change to option (ii) at the beginning of any calendar year during the Agreement Term upon thirty (30) days advance written notice.  If option (ii) is selected, then Buyer shall provide Seller the number and vintage of MWh of WREGIS Certificates to be retired by providing written notice to Seller not later than thirty (30) days prior to the desired retirement date. Seller shall be responsible for the WREGIS expenses associated with registering the Facility, maintaining its account, WREGIS Certificate issuance fees, and transferring WREGIS Certificates to Buyer or Buyer’s Agent, or any other designees, and Buyer shall be responsible for the WREGIS expenses associated with maintaining its account, or the accounts of its designees, if any, and subsequent transferring or retiring of WREGIS Certificates, or Seller’s fees for the retirement of WREGIS Certificates on behalf of Buyer.  Forward Certificate Transfers will occur monthly based on the certificate creation time-line established by the WREGIS Operating Rules.  As of the Effective Date, the certificate creation time line is established as not later than ninety (90) days following the end of each month. For example, for MWhs generated in January 2010, the certificates will be created in WREGIS not later than April 30, 2010. Seller shall be responsible for, at its expense, validating and disputing data with WREGIS prior to certificate creation each month. In the event that WREGIS is not in operation, or WREGIS does not track Seller’s transfer of WREGIS Certificates to Buyer, Buyer’s Agent, or its designees for purposes of any RECs attributed, accrued, realized, generated, produced, recognized or validated relative to the Facility Energy or Replacement Energy, or Buyer chooses not to use WREGIS for any reason, Seller shall document the production and transfer of RECs under this Agreement by delivering to Buyer an attestation for the RECs produced by the Facility, or Replacement Energy, measured in whole MWh, or by such other method as Buyer shall designate.

Section 9.5            Further Assurances.  If such function is not already accomplished via WREGIS, Seller will document the production of Environmental Attributes by delivering with each invoice to Buyer an attestation for Environmental Attributes (i) produced by the Facility or (ii) included with Replacement Energy for the preceding calendar month.  The form of attestation is set forth as Appendix D.  At Buyer’s request, the Parties shall execute all such documents and instruments and take such other action in order to effect the transfer of the Environmental Attributes specified in this Agreement to Buyer’s Agents as Buyer may reasonably request.  In the event of the promulgation of a scheme involving Environmental Attributes administered by CAMD, upon notification by CAMD that any transfers contemplated by this Agreement will not be recorded, the Parties shall promptly cooperate in taking all

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reasonable actions necessary so that such transfer can be recorded.  Each Party shall promptly give the other Party copies of all documents it submits to CAMD to effectuate any transfers.

Section 9.6            RPS and EPS Compliance.  Seller warrants and guarantees that when complete, the Facility will be both RPS Compliant and, if required by applicable Requirements of Law, EPS Compliant.  From time to time and at any time requested by Buyer, Seller will furnish to Buyer or Governmental Authorities or other Persons designated by Buyer, all certificates and other documentation reasonably requested by Buyer in order to assist Buyer in qualifying the Facility as RPS Compliant and EPS Compliant, if required by applicable Requirements of Law.

ARTICLE X

MAKEUP OF SHORTFALL ENERGY

Section 10.1         Makeup of Shortfall.  If in any Contract Year the amount of Delivered Energy is less than the Guaranteed Annual Quantity for such Contract Year (such difference constituting for such Contract Year, the “Shortfall Energy”), then, subject to Section 10.2, Seller shall remedy such shortfall by delivering Energy to the Point of Delivery, including any associated Environmental Attributes, to Buyer in an amount equal to the Shortfall Energy during the applicable Shortfall Make Up Period. The make up period for such shortfall shall be (a) if the shortfall in such Contract Year is equal to or greater than ten percent (10%) of the Guaranteed Annual Quantity for such Contract Year, the next succeeding Contract Year following the Contract Year in which a shortfall occurred (the “One Year Shortfall Make Up Period”), provided, however, that Seller shall have an additional One Year Shortfall Make Up Period to make up the shortfall if, at the end of the original One Year Shortfall Make Up Period, the shortfall has been reduced to a level less than ten percent (10%) of such Guaranteed Annual Quantity; and (b) if the amount of Shortfall Energy in a Contract Year is less than ten percent (10%) of the Guaranteed Annual Quantity for such Contract Year, the next succeeding two (2) Contract Years following the Contract Year in which such shortfall occurred (the “Two Year Shortfall Makeup Period”).  The One Year Shortfall Make Up Period may be extended on a day-for-day basis for Force Majeure events, but in no event longer than one (1) Contract Year following the end of the One Year Shortfall Make Up Period. Buyer shall not be obligated to make any additional payment for any Energy provided to Buyer to replace Shortfall Energy.

Section 10.2         No Excess Energy During Shortfall Periods.  During any period in which there is Shortfall Energy due to Buyer, all Energy that would otherwise be designated as Excess Energy shall be provided by Seller to Buyer, including any associated Environmental Attributes, and Buyer shall not be obligated to make any payment to Seller for such Energy until the Shortfall Energy has been fully made up.

Section 10.3         Replacement Energy.  If Seller fails to deliver any Shortfall Energy by the end of the applicable Shortfall Make Up Period, Seller shall provide to Buyer replacement energy at the Point of Delivery (or such other point as mutually agreed to in writing by the Parties), to replace such undelivered Shortfall Energy and shall provide Buyer with Environmental Attributes comparable to those associated with the Energy produced by the Facility (“Replacement Energy”), within ninety (90)-days after the end of the applicable Shortfall Make Up Period on a delivery schedule consistent with the Facility’s historic

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percentage of On Peak and Off Peak Delivered Energy, or other delivery schedules as mutually agreed to by the Parties, provided that such schedule shall not cause the Delivered Energy to be delivered at a rate greater than 102 MW.  Buyer shall pay Seller the Environmental Attribute payment in accordance with paragraph 3 of the payment schedule set forth in Appendix A for all Environmental Attributes associated with the Replacement Energy.  If Seller fails to deliver Replacement Energy as described above then Buyer shall purchase Replacement Energy and Seller shall reimburse Buyer for its costs of such Replacement Energy, and Buyer shall promptly notify Seller of the costs thereof.

Section 10.4         Application of Shortfall Energy or Replacement Energy. In the event of shortfalls in multiple Contract Years, any Shortfall Energy or Replacement Energy delivered by Seller shall be applied in priority to the earliest outstanding shortfalls hereunder until all shortfalls are satisfied.

ARTICLE XI

CAPACITY RIGHTS

Section 11.1         Purchase and Sale of Capacity Rights.  For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Facility Energy on the terms and conditions set forth herein, Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, all of the Capacity Rights. Buyer and Seller acknowledge and agree that the consideration for the transfer of Capacity Rights is contained within the relevant prices for Facility Energy.  In no event shall Buyer have any obligation or liability whatsoever for any debt pertaining to the Facility by virtue of Buyer’s ownership of the Capacity Rights or otherwise.

Section 11.2         Representation Regarding Ownership of Capacity Rights.  Seller represents and covenants that it has not assigned, transferred, conveyed, encumbered, sold or otherwise disposed of and will not in the future assign, transfer, convey, encumber, sell or otherwise dispose of any of the Capacity Rights to any Person other than Buyer or attempt to do any of the foregoing with respect to any of the Capacity Rights. Seller shall not report to any Person that any of the Capacity Rights belong to any Person other than Buyer. Buyer may, at its own risk and expense, report to any Person that the Capacity Rights belong to it.

Section 11.3         Further Assurances.  Seller shall execute and deliver such necessary documents and instruments and take such other action as Buyer may reasonably request to effect recognition and transfer of the Capacity Rights to Buyer. Seller shall bear the costs associated therewith.

ARTICLE XII

BILLING; PAYMENT; AUDITS; METERING; ATTESTATIONS

Section 12.1         Billing and Payment. Billing and payment for the Energy purchases by Buyer under this Agreement and for any other amounts due and payable by Buyer hereunder shall be as follows:

(a)           On or before the tenth (10th) day of the month following a month in which transactions occur hereunder, Seller shall render one (1) invoice to Buyer showing the following:

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(1)                Delivered Energy allocated to:

(2)                The Delivered Energy to be counted toward the Guaranteed Annual Quantity for the applicable Contract Year, and an accounting of new or made-up Shortfall Energy and/or Replacement Energy.

(3)                Delivered Excess Energy billed pursuant to Appendix A.

(4)                Any Startup and Test Energy billed pursuant to Appendix A.

(5)                Environmental Attributes billed pursuant to Appendix A based on Facility Metered Output and, if applicable, Replacement Energy.

(6)                Interim Energy delivered between the Commercial Operation Date and Prepayment Date, billed pursuant to Appendix A.

(7)                Any reimbursement to Seller for Taxes and Operating Insurance premiums, and adjustments for actual Taxes and Operating Insurance premiums, pursuant to Section 7.1.

(8)                Any reimbursement to Buyer for the purchase of Replacement Energy.

(9)                Any other payments due to Buyer or to Seller under this Agreement, including amounts due to Buyer in connection with third party sales of curtailed Energy under Section 5.6(g) or Section 7.4.

(b)           Monthly invoices, to the extent applicable, shall be based on meter readings, or if such readings are unavailable, the best available data.

(c)           Monthly invoices shall be sent to the address set forth in Appendix C or such other address as is provided by Buyer in writing.

(d)           Buyer shall pay the amounts set forth in each monthly invoice by wire transfer to the accounts designated on the invoices rendered by Seller on or before thirtieth (30th) day after receipt by Buyer of the applicable invoice. Bills or portions of bills which are not paid by the due date shall thereafter accrue interest at the Interest Rate, from and including the date payment was due until the date such payment is made.  Seller shall pay to Buyer any reimbursement owed to Buyer as set forth in Section 12.1(a)(8) with respect to any month at the ▇▇▇▇ ▇▇▇▇▇▇ submits its next monthly invoice to Buyer, but in no event more than thirty (30) days after such payment is due.

(e)           Attestations of Environmental Attribute transfers to Buyer shall accompany monthly invoices pursuant to Section 9.1.

Section 12.2         Disputed Invoices. In the event any portion of any ▇▇▇▇ is in dispute, the undisputed amount shall be paid when due. The Party disputing a payment shall promptly notify the other Party in writing of the basis for the dispute.  Disputes shall be discussed by the

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Authorized Representatives, who shall use reasonable efforts to amicably and promptly resolve the disputes, and any failure to agree shall be subject to resolution in accordance with Section 15.3. Upon resolution of any dispute, the required amount of payment or refund shall be paid within ten (10) days after such determination, with interest accrued at the Interest Rate from and including the due date until the date such payment or refund is paid.

Section 12.3         Buyer’s Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, Buyer shall have the right at any time or from time to time, without notice to Seller or any other Person, any such notice being hereby expressly waived, to set off against any amount due Seller from Buyer under this Agreement, any amount due Buyer from Seller under this Agreement, including but not limited to any amounts due because of breach of this Agreement or any other obligation and any costs payable by Seller under Section 10.3 if and to the extent paid in the first instance by Buyer.

Section 12.4         Records and Audits.

(a)           Seller shall cause (or, with respect to contracts entered into prior to the Effective Date, Seller shall use reasonable efforts to cause) any subcontractors and suppliers providing services or supplies that impact the calculation of the Taxes and Operating Insurance premiums that will be paid by Buyer under this Agreement, (such subcontractors or suppliers (“Subcontractors”) to maintain, and Seller shall itself maintain, with respect to the foregoing, all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all ▇▇▇▇▇▇▇▇, costs, metering, and Environmental Attributes), in their original form, including but not limited to, reports, documents, deliverables, employee time sheets, accounting procedures and practices, records of financial transactions, and other evidence, regardless of form (e.g., machine readable media such as disk, tape, etc.) or type (e.g., databases, applications software, database management software, utilities, etc.), sufficient to verify the determination of Taxes and Operating Insurance and to properly reflect all costs claimed to have been incurred and services performed pursuant to this Agreement. In addition, Seller and its Subcontractors must maintain all records and documents necessary to permit adequate evaluation of Seller’s Taxes and Operating Insurance premiums paid hereunder by Buyer, along with the computations and projections used, and Buyer and the Authorized Auditors shall have the right to discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such ▇▇▇▇▇▇▇▇ and costs), all at such times and as may be reasonably requested, and all such records shall be retained, and shall be subject to examination and audit by the Authorized Auditors, for a period of not less than four (4) years following payment made by Buyer hereunder, or, if the payment is made in the last year of the Delivery Term, no less than the four (4) years following the expiration or termination date of this Agreement. Seller shall make said records or, to the extent accepted by the Authorized Auditors, photographs, micro-photographs, etc. or other authentic reproductions thereof, available to the Authorized Auditors at Seller’s offices located at all reasonable times and without charge.  The Authorized Auditors will have the right to reproduce, photocopy, download, transcribe, and the like any such records.  Any information provided by Seller on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors.  Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. In addition, Seller, its Subcontractors and the subcontractors of all agreements entered into after the Effective Date and having a value

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in excess of $25,000 (such subcontractors, “Major Subcontractors”) shall be subject at any time with fourteen (14) calendar days prior written notice to audits or examinations by Authorized Auditors to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation, and with respect to the Subcontractors, to verify Taxes and Operating Insurance premiums. All such records subject to audit or examination shall be retained by the Major Subcontractor for a period of not less than four (4) years following the payment by Seller to such Major Subcontractor. Examinations and audits will be performed using generally accepted auditing practices and principles and applicable Governmental Authority audit standards. If Seller utilizes or is subject to FAR, Part 30 and 31, et seq. accounting procedures, or a portion thereof, examinations and audits will utilize such information.  To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective.  Consistent with standard auditing procedures, Seller will be provided fifteen (15) calendar days to review the Authorized Auditor’s examination results or audit and respond to Buyer’s prior to the examination’s or audit’s finalization and public release. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within thirty (30) calendar days of notice to Seller of the identified overpayment. Seller shall contractually require all Major Subcontractors to comply with the provisions of this Section by inserting this Section 12.4 in each Major Subcontractor contract and by contractually requiring each Major Subcontractor to insert this Section 12.4 in any of its subcontract contracts related to services under this Agreement. In addition, Seller and its Major Subcontractors shall also include the following language in each Subcontractor contract:  “The Southern California Public Power Authority is a third party beneficiary of the foregoing audit provision. The benefits of the audit provision shall inure solely for the benefit of the Southern California Public Power Authority. The designation of the Southern California Public Power Authority as a third party beneficiary of the audit provision shall not confer any rights or privileges on Seller, subcontractor or any other person/entity.”  Notwithstanding the foregoing, if the audit reveals that Buyer overpayment to Seller is more than five percent (5.0%) of the ▇▇▇▇▇▇▇▇ reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit. Such examination or audit expenses and costs shall be paid by Seller to Buyer within thirty (30) calendar days of notice to Seller of such costs and expenses.

(b)           Notwithstanding anything herein to the contrary, this Section shall not be deemed to require that Buyer pay for any costs and expenses of Seller other than the Taxes and Operating Insurance premiums as required under this Agreement.

Section 12.5         Electric Metering Devices.

(a)           The Facility Energy made available to Buyer, or Buyer’s Agent, by Seller under this Agreement shall be measured using Electric Metering Devices installed, owned and maintained by Seller or its designee in accordance with the Interconnection Agreement, if applicable, and Prudent Utility Practices. Such Electric Metering Devices shall be installed (i) at the Site Common Facilities Substation located on the Facility Generating Premises; and (ii) at the Point of Delivery.  All Electric Metering Devices used to provide data for the computation of payments shall be sealed and the Seller or its designee shall only break the seal when such Electric Metering Devices are to be inspected and tested or adjusted in accordance with this

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Section 12.5. Seller or its designee shall specify the number, type, and location of such Electric Metering Devices subject to the requirements of Section 12.5(b).

(b)           Although the Facility shares a common Point of Delivery with the Milford Wind Phase I Facility, the two facilities have separate scheduling, operating, and energy accounting requirements, and therefore require metering arrangements that will permit separate calculations for the Facility and for Milford Wind Phase I Facility. Appendix Q sets forth the procedure for separate calculations.

(1)           The Electric Metering Devices installed at the Site Common Facilities Substation located on the Facility Generating Premises shall include but not be limited to revenue-quality measurements of the Facility’s instantaneous MW, instantaneous MVAR, MWh received, MWh delivered, MVARh received, and MVARh delivered.

(2)           The Electric Metering Devices for the Facility’s MWh received, MWh delivered, MVARh received, and MVARh delivered shall be capable of receiving and executing an accumulator freeze request from the SCADA system of the Buyer or Buyer’s agent, as do the existing electric metering devices installed at the Point of Delivery for measuring Energy delivered from the Milford Wind Phase I Facility.  The accumulator freeze request will be provided by means of the Distributed Network Protocol version 3 (DNP 3).  The accumulator freeze request shall be delivered to the aforementioned Electric Metering Devices within five (5) seconds of the time that the accumulator freeze request is available at Seller’s Facility.

(3)           Delivered Energy that is metered shall be the Energy as measured by the Electric Metering Devices described in this Section 12.5(b) and allocated according to Appendix Q. All meters used in the calculations shown in Appendix Q shall meet the requirements of this Section 12.5(b).

(c)           Seller or its designee, at no expense to Buyer, shall inspect and test all Electric Metering Devices upon installation and at least annually thereafter. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests, provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller or its designee and shall comply with all safety standards applicable to the Facility Premises as provided to Buyer by Seller in writing. Upon request by Buyer, Seller or its designee shall perform additional inspections or tests of any Electric Metering Device and shall permit a qualified representative of Buyer to inspect or witness the testing of any Electric Metering Device; provided, however, that Buyer shall not unreasonably interfere with or disrupt the activities of Seller or its designee and shall comply with all safety standards applicable to the Facility Premises as provided to Buyer by Seller in writing.  The actual expense of any such requested additional inspection or testing shall be borne by Seller.

(d)           Adjustment for Inaccurate Meters. If an Electric Metering Device fails to register, or if the measurement made by an Electric Metering Device is found upon testing to be inaccurate by more than one percent (1.0%), an adjustment shall be made correcting all

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measurements by the inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the period of the inaccuracy. The adjustment period shall be determined by reference to Seller’s check-meters, if any, or as far as can be reasonably ascertained by Seller from the best available data, subject to review and approval by Buyer.  If the period of the inaccuracy cannot be ascertained reasonably, any such adjustment shall be for a period equal to one-third of the time elapsed since the preceding test of the Electric Metering Devices. To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Buyer, Seller shall use the corrected measurements as determined in accordance with this Section 12.5 to recompute the amount due for the period of the inaccuracy and shall subtract the previous payments by Buyer for this period from such recomputed amount. If the difference is a positive number, the difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference shall be paid by Seller to Buyer, or at the discretion of Buyer, may take the form of an offset to payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made not later than thirty (30) days after the owing Party receives notice of the amount due, unless Buyer elects payment via an offset.

ARTICLE XIII

REPRESENTATIONS AND WARRANTIES; COVENANT OF SELLER

Section 13.1         Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller:

(a)           Buyer is a validly existing California Joint Powers Authority under the laws of the State of California and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and each Ancillary Document to which it is a party and carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement and all such Ancillary Documents.

(b)           The execution, delivery and performance by Buyer of this Agreement and each Ancillary Document to which it is a party have been duly authorized by all necessary action, and do not and will not require any consent or approval of Buyer’s Board of Directors or members other than that which has been obtained.

(c)           The execution and delivery of this Agreement and each Ancillary Document to which it is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and each Ancillary Document to which it is a party do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any legal requirements, or its joint powers agreement or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing.

(d)           This Agreement and each Ancillary Document to which it is a party constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or

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similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)           There is no pending, or to the knowledge of Buyer, threatened action or proceeding affecting Buyer before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement.

Section 13.2         Representations and Warranties by Seller. Seller makes the following representations and warranties to Buyer:

(a)           Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in the States of California and Utah and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement and each Ancillary Document to which it is a party and, subject to the receipt of the regulatory approvals, carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement and each Ancillary Document to which it is a party.

(b)           The execution, delivery and performance by Seller of this Agreement and each Ancillary Document to which it is a party have been duly authorized by all necessary action, and do not and will not require any consent or approval of Seller’s managing member or equity holders other than that which has been obtained.

(c)           The execution and delivery of this Agreement and each Ancillary Document to which it is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and each Ancillary Document to which it is a party, do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Requirement of Law, or any organizational documents, agreement, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing or result in or require the creation or imposition of any Lien upon any of the properties or assets of Seller (except as contemplated hereby), and Seller has obtained or shall timely obtain all Permits required for the lawful performance of its obligations hereunder and thereunder and operation of the Facility in accordance with Prudent Utility Practices, the requirements of this Agreement, the Ancillary Documents and all Requirements of Law.

(d)           This Agreement and each of the Ancillary Documents to which it is a party, constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

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(e)           There is no pending, or to the knowledge of Seller, threatened action or proceeding affecting Seller before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement or any of the Ancillary Documents.

(f)            Seller is not in violation of any Requirement of Law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, or condition (financial or otherwise) of Seller or the ability of Seller to perform any of its obligations under this Agreement or any Ancillary Document.

(g)           Seller shall inform all investors in the Seller of the existence of this Agreement and all Ancillary Documents on or before the date of such investment in the Seller.

(h)           Seller is a Special Purpose Entity.

(i)            Seller has (i) not entered into this Agreement or any Ancillary Document with the actual intent to hinder, delay or defraud any creditor and (ii) received reasonably equivalent value in exchange for its obligations under this Agreement and the Ancillary Documents. No petition in bankruptcy has been filed against Seller, and neither Seller nor any of its constituent Persons has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor.

(j)            All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, are true and correct in all material respects. Seller has complied with all of the assumptions made with respect to Seller in the Non-Consolidation Opinion.  Seller has no reason to believe that any environmental authorizations under the laws of the State of Utah or other Permits required to construct, maintain or operate the Facility in accordance with the requirements of this Agreement and all applicable Requirements of Law will not be timely obtained in the ordinary course of business.

(k)           All Tax returns and reports of Seller required to be filed by it have been timely filed, and all Taxes shown on such Tax returns to be due and payable and all assessments, fees and other governmental charges upon the Seller and upon its properties, assets, income, business and franchises that are due and payable have been paid when due and payable. Seller knows of no proposed Tax assessment against Seller that is not being actively contested by it in good faith and by appropriate proceeding.

(l)            Seller owns or possesses, or will own or possess in a timely manner, all patents, rights to patents, trademarks, copyrights and licenses necessary for the performance by Seller of this Agreement and the Ancillary Documents and the transactions contemplated thereby, without any conflict with the rights of others.

(m)          At all times after the Commercial Operation Date, Seller shall have “Site Control” which means that Seller shall: (i) own the Facility Premises; (ii) be the holder of grant or grants of right of way to Seller by the USBLM; or (iii) be the lessee of the Facility Premises under a lease which permits Seller to perform its obligations under this Agreement. Seller shall provide Buyer with prompt notice of any change in the status of Seller’s Site Control.

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Section 13.3         Covenant of Seller Related to Seller’s Status as Special Purpose Entity.  Seller shall at all times comply with the requirements of, and qualify as, a Special Purpose Entity.

Section 13.4         Covenants of Seller Related to Leases and Property Agreements.

(a)           Following delivery of the Deed of Trust, in the event that the lessor under any lease included under the Leases and Property Agreements is the subject of a bankruptcy, reorganization or other insolvency case proceeding, Seller as lessee under such lease shall elect to retain its rights under such lease pursuant to Section 365(h) of the U.S. Bankruptcy Code or other similar applicable law in the event that such lessor seeks to reject or otherwise disaffirm such lease, unless Buyer agrees otherwise in writing provided to the Seller in accordance with the notice provisions of this Agreement.  Seller, as lessee under such lease, shall provide to Buyer all notices, motions and pleadings it receives in any such proceeding promptly, but no later than three business days following receipt. Seller, as lessee under such lease, hereby appoints Buyer as attorney in fact to appear and be heard on behalf of Seller, as lessee under such lease, in any such proceeding and Seller, as lessee under such lease, shall take no action in such proceeding without the prior written consent of Buyer.

(b)           In the event that Seller is the subject of a bankruptcy, reorganization or other insolvency case or proceeding, Seller, as lessee under any lease included under the Leases and Property Agreements, shall not reject or otherwise disaffirm such lease pursuant to Section 365 of the U.S. Bankruptcy Code or other similar applicable law unless Buyer is first granted by the applicable court or courts appropriate relief including any relief from any stay, such that Buyer may enforce all of its rights and interests and has taken possession of the Facility pursuant to the Performance Security.

(c)           Seller agrees to enforce the provisions of the Leases and Property Agreements and duly perform its covenants and agreements thereunder. Seller further agrees not to consent, agree to or permit, or to take or cause to be taken any action or non-action, to bring about any rescission or termination of or amendment to any of the Leases and Property Agreements or to take any action in connection with any of the Leases and Property Agreements which will materially impair or have a material adverse effect on the rights, interest or security of Buyer, or elect to arbitrate any controversy, claim or dispute under an arbitration provision in the Leases and Property Agreements, or to assign, sublease, encumber, mortgage, or grant any security interest in or otherwise dispose of any of the Leases and Property Agreements or any portion thereof or interest therein without the consent of Buyer, except as permitted in this Agreement.

(d)           Upon any payment by Buyer, as Beneficiary under the Deed of Trust, under any of the Leases and Property Agreements to cure any default of Seller thereunder, and thereby prevent termination of any of the Leases or Property Agreements, or the exercise of any other remedy of the other party or parties thereunder arising out of such default, Buyer shall be entitled to offset amounts otherwise due Seller pursuant to the Monthly Payment hereunder by the amount of such cure payment or remedy cost until Buyer has been fully repaid.

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(e)           Following delivery of the Deed of Trust, in the event of a complete taking of the Facility or any substantial portion thereof or a partial taking of a portion of the Facility under a statute or by right of eminent domain or private purchase in lieu thereof, Seller shall pay to Buyer from the sum awarded to and received by Seller, including damages and interest, the amount of the loss in value of this Agreement to Buyer resulting from such complete or partial taking; provided that in the event of a complete taking, such payment to Buyer shall not be less than the Remaining Prepayment Amount, if Seller is awarded and receives at least this amount.

(f)            Following delivery of the Deed of Trust, upon the receipt by Seller of any offer to acquire or purchase from any other party under the Leases and Property Agreements all or any portion of such party’s interest in the Facility Premises, Seller shall promptly notify Buyer in writing of its receipt of such offer and furnish Buyer with a copy thereof. Seller agrees not to elect to exercise its option to purchase such offered interest in the Facility Premises unless it shall first reach agreement with Buyer as to any amendment or modification of the Deed of Trust and/or this Agreement reasonably requested by Buyer to reflect such purchase by Seller of the offered interest in the Facility Premises.

(g)           Following delivery of the Deed of Trust, Seller shall provide Buyer, as Beneficiary under the Deed of Trust, with evidence that the rent, fees or other payments payable by Seller under the Leases and Property Agreements have been paid at least ten days prior to the date on which such rent, fees or other payments would be delinquent. If Seller does not provide Buyer with such evidence within five days after receipt of written request for the same and if such rent, fees or other payments have not been paid, Buyer, as Beneficiary under the Performance Security, may, but shall not be obligated to, cure such default by Seller as provided under Section 13.4(d).

ARTICLE XIV

DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE

Section 14.1 Default. Each of the following events or circumstances shall constitute a “Default” by the responsible Party (the “Defaulting Party”):

(a)           Payment Default. Failure by either Party to pay any amount when and as due under this Agreement (other than payments disputed in good faith), including the failure of Buyer to pay the Prepayment Amount when and as due, which is not cured within thirty (30) days after receiving written notice thereof from the other Party hereto; provided that, with respect to a failure to pay the Prepayment Amount, such cure shall include payment of interest from the due date at the Interest Rate.

(b)           Performance Default.  Failure by either Party to perform any of its material duties or obligations under this Agreement when and as due (other than the failure to make any payment) which is not cured within thirty (30) calendar days after receipt of written notice thereof from the other Party hereto, provided that if such failure cannot be cured within such thirty (30) day period, despite reasonable commercial efforts, such Party shall have up to ninety (90) calendar days to cure.

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(c)           Inaccuracy of Representations and Warranties.  Inaccuracy of any representations and warranties made herein at the time made or deemed to be made that has a material adverse effect on the other Party.

(d)           Bankruptcy. Bankruptcy of a Party.

(e)           Security Interest Default.  A default shall have occurred and be continuing under the Deed of Trust or the Security Interest shall fail to be in full force and effect in accordance with the terms of this Agreement or Buyer shall not have or shall cease to have a valid and perfected Lien in the Facility and Related Interests and Rights or Seller shall contest the validity or enforceability of the Security Interest or any provision thereof in writing or deny that it has any further liability thereunder.

(f)            Security Failure. The failure of Seller to cause First Wind, or an Affiliate of First Wind (other than Seller), to apply for and cause to be issued to Buyer and thereafter to maintain and replace the LD Security or Performance Security in compliance with Section 3.5(b) or Section 7.3, as applicable, including, among other requirements thereunder, (1) in the case of a Downgrade Event, the failure of Seller to cause First Wind or an Affiliate of First Wind (other than Seller) to replace the LD Security or the Performance Security (unless payment on such LD Security or Performance Security has been made upon demand by Buyer as provided for pursuant to the agreement referred to in Section 2.1(c)or Section 2.1(e), as applicable); or (2) in the case of a failure of Seller to cause First Wind, or an Affiliate of First Wind (other than Seller), prior to thirty (30) days before the expiration date of the LD Security or Performance Security to cause the extension thereof or the issuance of a replacement LD Security or Performance Security (unless payment on such LD Security or Performance Security has been made upon demand by Buyer as provided for pursuant to the agreement referred to in Section 2.1(e)); or the failure of Seller to cause First Wind or an Affiliate of First Wind (other than Seller) to provide replacement LD Security or Performance Security within ten (10) Business Days after written notice to Seller of the occurrence of any of the following events:  (x) the failure of the Qualified Issuer to honor a demand for payment or make a payment thereunder; (y) the LD Security or the Performance Security issued by such Qualified Issuer shall fail to be in full force and effect in accordance with the terms of this Agreement; or (z) the Qualified Issuer shall repudiate, disaffirm, disclaim, reject, in whole or in part, or challenge the validity of its LD Security or Performance Security.

(g)           Insurance Default.  The failure of Seller to maintain and provide the required insurance for the required period of coverage as set forth in Appendix F.

(h)           Lease or Property Default. Except as may be expressly permitted by this Agreement, any of the Leases and Property Agreements fails to be in effect or any of the Leases is terminated for any reason or amended in any material respect, without Buyer’s written consent, not to be unreasonably withheld.

(i)            Seller Commercial Operation Date Default.  Failure by Seller to achieve the Commercial Operation Date within two-hundred forty (240) calendar days following the Guaranteed Commercial Operation Date (as such date may be extended for Force Majeure),

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and such failure is not cured within thirty (30) calendar days after receipt of written notice thereof from Buyer to Seller.

(j)            Buyer Purchase Default.  Failure by Buyer to accept Startup or Test Energy prior to the Commercial Operation Date, Interim Energy during the Interim Period and Excess Energy on or after the Prepayment Date, except as provided under Section 5.6(g).

Seller shall, promptly upon obtaining knowledge thereof, provide written notice to Buyer of the occurrence of any Default of Seller (or breach of this Agreement) or any occurrence, circumstance or event, or any combination thereof, which, with the lapse of time, the giving of notice, or both, would constitute a Default of Seller (or breach of this Agreement).

Section 14.2         Default Remedy.

(a)           If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may, at its sole option, suspend service, sell Energy and Environmental Attributes to third parties pursuant to and in accordance with Section 7.4 or continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 14.2(a) shall affect Seller’s rights and remedies set forth in this Section 14.2; and provided, further, that Excess Energy sold to third parties shall not count toward Delivered Guaranteed Generation.  Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement.

(b)           Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 15.3 has been invoked or completed, bring an action in any court of competent jurisdiction as required by Section 15.3 seeking injunctive relief in accordance with applicable California or Federal rules of civil procedure.

(c)           Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement upon giving notice of intent to terminate to Buyer. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

(d)           Except as expressly limited by this Agreement, if a Default has occurred and is continuing and Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein, or otherwise available at law or equity, including (i) application of all amounts available under the LD Security, Performance Security, and the Deed of Trust against any amounts then payable by Seller to Buyer under this Agreement, (ii) termination of this Agreement pursuant to Section 14.4, (iii) exercise its rights under the Deed of Trust, subject to the provisions of this Agreement, and (iv) foreclosure of Buyer’s Deed of Trust, upon notice of intent to terminate this Agreement to Seller.  No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a

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waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Section 14.3         Effect of Termination on Interconnection Agreement. The expiration or termination for any reason of this Agreement shall not affect the Leases and Property Agreements or the Interconnection Agreement or the continuing effectiveness thereof.

Section 14.4         Termination for Default.

(a)           If Default occurs, the Party that is not the Defaulting Party (the “Non Defaulting Party”) shall, for so long as the Default is continuing, and subject to applicable cure rights, and without limiting any other rights or remedies available to the Non-Defaulting Party under this Agreement, possess the right to terminate this Agreement upon written notice to the Defaulting Party in accordance with Section 15.2, such notice of termination shall specify the date on which the termination is to become effective.

(b)           Upon termination, the Non Defaulting Party shall liquidate this Agreement as soon as practicable. The Termination Payment shall be calculated in accordance with Section 14.5. With respect to Seller, the Termination Payment shall be the sole and exclusive remedy for termination of this Agreement after the termination under this Section 14.4 is received.

(c)           Upon termination, the Non-Defaulting Party may withhold any payments it owes the Defaulting Party for any obligations incurred prior to termination under this Agreement until the Defaulting Party pays the Termination Payment to the Non Defaulting Party. The Non Defaulting Party shall possess the right to set off the amount due it under this Section 14.4 by any such payments due the Defaulting Party.

Section 14.5         Calculation of Termination Payment. The Non Defaulting Party shall calculate the Termination Payment as follows:

(a)           If Seller is the Defaulting Party, upon any termination under Section 14.4, Seller shall pay Buyer the Remaining Prepayment Amount. In addition to such payment of the Remaining Prepayment Amount, Buyer shall calculate the Gains, Losses, and Costs. The Gains, Losses, and Costs shall include those for the Excess Energy and the Environmental Attributes, which shall be determined by comparing (i) the value of the Excess Energy and Environmental Attributes projected to be delivered for the remaining term giving effect to the Excess Energy Price and the value derived from the Environmental Attributes under this Agreement had it not been terminated to (ii) the equivalent quantities and relevant market prices for the remaining term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Agreement. To ascertain the market prices of a replacement contract, Buyer may consider, among other valuations, quotations from dealers in energy contracts and bona fide third party offers, all adjusted for the length of the remaining term and differences in transmission.  It is expressly agreed that Buyer shall not be required to enter into replacement transactions in order to determine the Termination Payment.

(b)           If Buyer is the Defaulting Party, upon any termination under Section 14.4, Seller shall pay Buyer the Remaining Prepayment Amount, unless offset by termination payments otherwise due to Seller. In addition to such obligation for payment of the Remaining

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Prepayment Amount, Seller shall calculate the Gains, Losses and Costs. The Gains, Losses, and Costs shall include those for the Excess Energy and the Environmental Attributes, which shall be determined by comparing the value of the Excess Energy and Environmental Attributes projected to be delivered for the remaining Delivery Term giving effect to the Excess Energy Price and the value derived from the Environmental Attributes under this Agreement had it not been terminated to the equivalent quantities and relevant market prices for the remaining Delivery Term either quoted by a bona fide third party offer or which are reasonably expected to be available in the market under a replacement contract for this Agreement. To ascertain the market prices of a replacement contract, Seller may consider, among other valuations, quotations from dealers in energy contracts and bona fide third party offers, all adjusted for the length of the remaining Delivery Term and differences in transmission. It is expressly agreed that Seller shall not be required to enter into replacement transactions in order to determine the Termination Payment.

(c)           The Gains and Losses for Excess Energy and Environmental Attributes calculated under Section 14.5(a) shall be discounted to present value using the Present Value Rate as of the time of termination (to take account of the period between the time notice of termination was effective and when such amount would have otherwise been due if this Agreement had been performed in full).

(d)           Each Party shall use reasonable efforts to mitigate or eliminate Costs.

(e)           In no event, however, shall a Party’s Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party.

(f)            The Non Defaulting Party shall set off or aggregate, as appropriate, the Gains and Losses and Costs and notify the Defaulting Party.  If the Non Defaulting Party’s aggregate Losses and Costs exceed its aggregate Gains with respect to Excess Energy and Environmental Attributes, the Defaulting Party shall, within three (3) Business Days of receipt of such notice, pay the resulting Termination Payment, after any aggregation or set off as provided in Section 14.5(g), to the Non Defaulting Party, which amount shall bear interest at the Present Value Rate from the time notice of termination was received until paid. If the Non Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, the Termination Payment shall be zero.

(g)           The Non Defaulting Party shall aggregate or set off, as applicable, at its election, any or all other amounts owing between the Parties under this Agreement with or against the Termination Payment so that all such amounts are aggregated and/or netted to a single liquidated amount, which shall be the amount of the Termination Payment. Such Termination Payment shall be paid within three (3) Business Days following the date notice of termination is received. Notwithstanding any other provision of this Section 14.5, if Buyer shall be the Non-Defaulting Party, in no event shall the amount of the Termination Payment due Buyer be less than the Remaining Prepayment Amount, subject, however, to aggregation or setoff, as applicable, of any amounts owing between the Parties under this Agreement other than Gains, Losses and Costs.

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(h)           If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, the calculation issue shall be submitted to informal dispute resolution as provided in Section 15.3(a). Pending resolution of the dispute, the Defaulting Party shall pay the full amount of the Termination Payment calculated by the Non Defaulting Party within three (3) Business Days of receipt of notice of termination as set forth in Section 14.4(a) subject to the Non Defaulting Party refunding, with interest, at the Present Value Rate, any amounts determined to have been overpaid.

(i)            For purposes of this Section 14.5:

(1)                   “Gains” means the economic benefit (exclusive of Costs), if any, resulting from the termination of this Agreement, determined in a commercially reasonable manner, as calculated in accordance with this Section 14.5;

(2)                   “Losses” means the economic loss (exclusive of Costs), if any, resulting from the termination of this Agreement, determined in a commercially reasonable manner as calculated in accordance with this Section 14.5;

(3)                   “Costs” means brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any specifically related arrangements or entering into arrangements which replace this Agreement, and excluding attorneys’ fees, if any, incurred in connection with the Non Defaulting Party enforcing its rights with regard to this Agreement.

ARTICLE XV

MISCELLANEOUS

Section 15.1 Authorized Representative.  Each Party hereto shall designate an authorized representative who shall be authorized to act on its behalf with respect to those matters contained herein (each an “Authorized Representative”), which shall be the functions and responsibilities of such Authorized Representatives.  Each Party may also designate an alternate who may act for the Authorized Representative. Within thirty (30) calendar days after execution of this Agreement, each Party shall notify the other Party in writing of the identity of its Authorized Representative, and alternate if designated, and shall promptly notify the other Party of any subsequent changes in such designation. The Authorized Representatives shall have no authority to alter, modify, or delete any of the provisions of this Agreement.  Prior to the Commercial Operation Date, the Authorized Representative of each Party will meet periodically to discuss issues related to the sharing of information on the operation and maintenance of the Facility and interconnection facilities, provided, however, except as otherwise provided herein with respect to the scheduling of Startup and Test Energy, that Buyer shall have no right to approve Seller’s schedules or budgets.  Each Party by notice to the other Party may also designate a Person as its designee as provided in this Agreement.

Section 15.2 Notices. With the exception of billing invoices pursuant to Section 12.1 hereof, all notices, requests, demands, consents, waivers and other communications which are required under this Agreement shall be in writing and shall be deemed properly sent if delivered in person or sent by facsimile transmission, reliable overnight courier, or sent by registered or

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certified mail, postage prepaid to the persons specified in Appendix C.  In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, waivers and other communications through alternate methods, such as electronic mail.

Section 15.3         Dispute Resolution.  Subject to Section 14.2(b), regarding suits for injunctive relief, disputes under this Agreement between Seller and Buyer may be resolved in accordance with the provisions of this Section 15.3.

(a)           In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 15.3) (a “Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the Dispute with a detailed description of the underlying circumstances of such Dispute (a “Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice.

(b)           The Recipient Party shall within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party.

(c)           In the event a Dispute is not resolved pursuant to the procedures set forth in Section 15.3(a) and Section 15.3(b) by the expiration of the thirty (30) day period set forth in Section 15.3(a) then either Party may pursue any legal remedy available to it in accordance with the provisions of Section 15.12 of this Agreement.

(d)           Claims Presentment Under California Law.  As stated in Section 15.12, this Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof. In addition to the dispute resolution process set forth in this Section, the Parties to this Agreement must comply with California law governing claims against public entities and presentment of such claims.

Section 15.4         Further Assurances. Each Party agrees to execute and deliver all further instruments and documents, and take all further action not inconsistent with the provisions of this Agreement that may be reasonably necessary to effectuate the purposes and intent of this Agreement.

Section 15.5         No Dedication of Facilities. Any undertaking by one Party hereto to the other Party under any provisions of this Agreement shall not constitute the dedication of the system or any portion thereof of either Party to the public or to the other Party or any other Person, and it is understood and agreed that any such undertaking by either Party shall cease upon the termination of such Party’s obligations under this Agreement.

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Section 15.6         Force Majeure.

(a)           A Party shall not be considered to be in default in the performance of any of its obligations under this Agreement (other than the obligations of a Party to make payment of amounts due under this Agreement), including Buyer’s obligations to receive Energy (including Startup or Test Energy, Interim Energy, Guaranteed Generation, Excess Energy and Shortfall Energy) at the Point of Delivery, when and to the extent such Party’s performance is prevented by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or mitigate; provided the Party has given a written detailed description of the full particulars of the Force Majeure to the other Party reasonably promptly after becoming aware thereof (and in any event within fourteen (14) days after the initial occurrence of the claimed Force Majeure) (the “Force Majeure Notice”), which notice shall include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay.  The Party providing such notice shall be excused from fulfilling its obligations under this Agreement until such time as the Force Majeure has ceased to prevent performance or other remedial action is taken, at which time the Party shall promptly notify the other Party of the resumption of its obligations under this Agreement. Notwithstanding anything in this Agreement to the contrary, if Seller is unable to deliver or Buyer is unable to receive Excess Energy due to a Force Majeure, Buyer shall have no obligation to pay Seller for the Excess Energy not delivered or received by reason thereof. It is understood by the Parties that the foregoing provisions shall not excuse any obligations of Seller with respect to delivery of the Guaranteed Generation under Article VII, or Shortfall Energy and Replacement Energy provided under Article X, or Buyer’s obligation to make Monthly Payments up to the time that Seller ceases deliveries of Energy due to Force Majeure. In no event shall Buyer be obligated to compensate Seller or any other Person for any losses, expenses or liabilities that Seller or such other Person may sustain as a consequence of any Force Majeure.

(b)           The term “Force Majeure” means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, terrorism, storm or flood, explosion, change in law or any order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities (i) which prevents one Party from performing any of its obligations under this Agreement, (ii) which could not reasonably be anticipated as of the date of this Agreement, (iii) which is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or Affiliate of that Party, or any Person under the control of that Party or any of its subcontractors or Affiliates, or any Person for whose acts such Affiliate or subcontractor is responsible), and (iv) which by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided nothing in this clause (iv) shall be construed so as to require either Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved.  Any Party rendered unable to fulfill any of its obligations by reason of a Force Majeure shall exercise reasonable efforts to remove such inability with reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure. The relief from performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. Without limiting the generality of the foregoing, a Force Majeure does not include any of the following (each an “Unexcused Cause”): (1) any requirement to meet a renewable portfolio standard or any change (whether voluntary or mandatory) in any renewable portfolio

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standard that may affect the value of the Energy purchased hereunder; (2) events arising from the failure by Seller to construct, operate or maintain the Facility in accordance with this Agreement, unless such failure was itself caused by an event of Force Majeure; (3) any increase of any kind in any cost; (4) delays in or inability of a Party to obtain financing or other economic hardship of any kind; (5) Seller’s ability to sell any Energy at a price in excess of that provided in this Agreement or Buyer’s ability to purchase any Energy at a price less than those provided in this Agreement; (6) curtailment or other interruption of any Transmission Service unless such curtailment or interruption was itself caused by an event of Force Majeure; failure of third parties to provide goods and services essential to a Party’s performance, unless such failure was itself caused by an event of Force Majeure; (7) Facility or related equipment failure of any kind, including ▇▇▇▇▇, machinery and lines of pipe; or (8) any changes in the financial condition of Buyer, Seller, the Facility Lender or any subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this Agreement.

Section 15.7         Assignment of Agreement.

(a)           Except as set forth in this Section 15.7, neither Party hereto shall assign or transfer this Agreement, in whole or in part, or any of its interests hereunder to any other Person without the prior written consent of the other Party hereto.  Such consent shall not be unreasonably withheld by either Party. Any attempt to transfer or assign this Agreement, or any privilege hereunder, without such prior written consent, except as provided herein, shall be void and confer no right on any Person that is not a party to this Agreement.

(b)           Seller’s consent shall not be required for Buyer to assign this Agreement, in whole or in part; to any of Buyer’s members, provided that at the time of assignment each of the assignees shall have an investment grade rating from ▇▇▇▇▇’▇ or Standard & Poor’s.

(c)           Buyer’s consent shall not be required for Seller to assign this Agreement to an Affiliate of Seller, subject however to compliance with Section 13.3; provided that Seller provides reasonable assurances and executes documents reasonably required by Buyer regarding Seller’s continued liability for all of Seller’s obligations under this Agreement in the event of any nonperformance on the part of such assignee.

(d)           Except as otherwise provided in Buyer’s indenture of trust or similar agreement under which Buyer issues or has issued bonds or other obligations relating to the Facility, it is specifically agreed that there are no third party beneficiaries of this Agreement, and that, except as provided in this Section 15.7, this Agreement shall not grant any rights enforceable by any Person not a party to this Agreement.  Notwithstanding the foregoing, Buyer’s consent shall not be required for Seller to collaterally assign this Agreement for the sole purpose of financing this Facility to any Facility Lender; provided, however, that the terms of such financing and the documentation relating thereto shall comply with the applicable terms and conditions of this Agreement.  Seller shall provide Buyer with written notice of any such assignment to any Facility Lender no later than thirty (30) days after the assignment. Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, other than liens on the proceeds of the Energy or Environmental Attributes in favor of the Facility Lender, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Energy, Capacity Rights or Environmental Attributes to any Person.

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(e)           To facilitate Seller’s obtaining of financing to construct and operate the Facility, Buyer shall provide such consents to assignment or other documents (in form and substance satisfactory to Buyer) as may be reasonably requested by Seller or any Facility Lender in connection with the financing of the Facility, including the acquisition of equity for the development, construction and operation of the Facility; provided, however, that the terms of such financing and the documentation relating thereto shall comply with the applicable terms and conditions of this Agreement.  Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses incurred by Buyer in the preparation, negotiation, execution and/or delivery of any documents requested by Seller or the Facility Lender, and provided by Buyer, pursuant to this Section 15.7(e).

(f)            In no event shall Buyer be liable to Facility Lender for any claims, losses, expenses or damages whatsoever other than liability Buyer may have to Seller under this Agreement. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender or other transferee, and their successors in interest and assigns, will be bound by the covenants and agreements of Seller in this Agreement; provided, however, that until the Person who acquires title to the Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person will not be entitled to any of the benefits of this Agreement. Any sale or transfer of the Facility by Facility Lender must be made only to an entity that is acceptable to Buyer and has financial qualifications and operating experience equivalent to Seller.

(g)           Notwithstanding the provision in Section 3.1 as to the ownership of the Facility by Seller during the Agreement Term, Seller may secure its obligations under the Credit Agreement by granting a lien on and security interest in and to the Facility under a deed of trust and related documents which shall include an assignment of Seller’s rights and interests under the Agreement; provided that such deed of trust and related documents shall be subject to, and Seller, Buyer and the Facility Lenders shall enter into and comply with, the terms and provisions of a Consent and Agreement in substantially the form set forth in Appendix O to the Agreement.

(h)           Seller may subcontract its duties or obligations under this Agreement without the prior written consent of Buyer, provided, that no such subcontract shall relieve Seller of any of its duties or obligations hereunder.

Section 15.8         Ambiguity.  The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 15.9         Attorney Fees & Costs. Both Parties hereto agree that in any action to enforce the terms of this Agreement that each Party shall be responsible for its own attorney fees and costs. Each of the Parties to this Agreement was represented by its respective counsel during the negotiation and execution of this Agreement.

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Section 15.10       Voluntary Execution.  Both Parties hereto acknowledge that they have read and fully understand the content and effect of this Agreement that the provisions of this Agreement have been reviewed and approved by their respective counsel.  The Parties to this Agreement further acknowledge that they have executed this Agreement voluntarily, subject only to the advice of their own counsel, and do not rely on any promise, inducement, representation or warranty that is not expressly stated herein.

Section 15.11       Entire Agreement.  This Agreement (including all Appendices and Exhibits) contains the entire understanding concerning the subject matter herein and supersedes and replaces any prior negotiations, discussions or agreements between the Parties, or any of them, concerning that subject matter, whether written or oral, except as expressly provided for herein.  This is a fully integrated document.  Each Party acknowledges that no other party, representative or agent, has made any promise, representation or warranty, express or implied, that is not expressly contained in this Agreement that induced the other Party to sign this document. This Agreement may be amended or modified only by an instrument in writing signed by each Party.

Section 15.12       Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with and construed under the laws of the State of California without regard to conflict of law principles.

Section 15.13       Venue. All litigation arising out of, or relating to this Agreement, shall be brought in a state or federal court in the County of Los Angeles in the State of California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.

Section 15.14       Execution in Counterparts.  This Agreement may be executed in counterparts and upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.

Section 15.15       Effect of Section Headings.  Section headings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text.

Section 15.16       Waiver. The failure of either Party to this Agreement to enforce or insist upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at all times in full force and effect. Notwithstanding anything expressed or implied herein to the contrary, nothing contained herein shall preclude either Party from pursuing any available remedies for breaches not rising to the level of a Default, including without limitation recovery of damages caused by the breach of this Agreement and specific performance or any other remedy given under this Agreement or now or hereafter existing in law or equity or otherwise.  Each Party acknowledges that money damages may not be an adequate remedy for violations of this Agreement and that either Party

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may, in its sole discretion, seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof. Each Party hereby waives any objection to specific performance or injunctive relief. The rights granted herein are cumulative.

Section 15.17       Relationship of the Parties. This Agreement shall not be interpreted to create an association, joint venture or partnership between the Parties hereto or to impose any partnership obligation or liability upon either such Party.  Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as an agent or representative of, the other Party.

Section 15.18       Indemnification; Damage or Destruction; Insurance; Limit of Liability.

(a)           Indemnification. Seller undertakes and agrees to indemnify and hold harmless Buyer and all of the officers and employees of each, and, at the option of Buyer, defend Buyer, and any and all of its Board, officers, agents, employees, advisors, assigns and successors in interest from and against any and all suits and causes of action, claims, charges, damages, demands, judgments, civil fines and penalties, or losses of any kind or nature whatsoever, for death, bodily injury or personal injury to any person, including Seller’s employees and agents, or damage or destruction to any property of either Party, or third persons in any manner arising by reason of (i) any breach of this Agreement by, or (ii) the negligent acts, errors, omissions or willful misconduct of, in each case under (i) and (ii), Seller, or any of Seller’s officers, agents, employees, or subcontractors of any tier, except to the extent caused by the gross negligence or willful misconduct of Buyer, its Board, officers, agents, or employees.

(b)           Damage or Destruction. In the event of any damage or destruction of the Facility or any part thereof, the Facility or such part thereof shall be diligently repaired, replaced or reconstructed by the Seller so that the Facility or such part thereof shall be restored to substantially the same general condition and use as existed prior to such damage or destruction, unless a different condition or use is approved by Buyer. Proceeds of Insurance with respect to such damage or destruction maintained as provided in this Agreement shall be applied, subject to the consent of the Facility Lender, not to be unreasonably withheld, to the payment for such repair, replacement or reconstruction of the damage or destruction.

(c)           Insurance. Seller shall obtain and maintain the Insurance coverages listed in Appendix F.

(d)           Condemnation or Other Taking. For the Agreement Term, Seller shall immediately notify Buyer of the institution of any proceeding for the condemnation or other taking of the Facility or any portion thereof. Buyer may participate in any such proceeding and Seller will deliver to Buyer all instruments necessary or required by Buyer to permit such participation.  Without Buyer’s prior written consent, Seller (i) shall not agree to any compensation or award, and (ii) shall not take any action or fail to take any action which would cause the compensation to be determined.  All awards and compensation for the taking or purchase in lieu of condemnation of the Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility

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(e)           Limitation of Liability. Except to the extent included in (i) the liquidated damages, (ii) indemnification obligations related to third party claims, and (iii) other specific charges expressly provided for herein, neither Party hereunder shall be liable for special, incidental, exemplary, indirect, punitive or consequential damages arising out of a Party’s performance or non-performance under this Agreement, whether based on or claimed under contract, tort (including such Party’s own negligence) or any other theory at law or in equity. Anything to the contrary in the Agreement notwithstanding, Seller’s maximum liability under the Agreement shall not exceed the Prepayment Amount; provided, however, the foregoing limitation of liability shall not apply to liability arising out of the gross negligence or willful misconduct of Seller or its subcontractors.  In addition, to the extent that Buyer receives any insurance proceeds or other payment from a third party with respect to its losses, the amounts received shall not count toward or reduce the liability cap set forth herein.

Section 15.19       Severability.  In the event any of the terms, covenants or conditions of this Agreement, or the application of any such terms, covenants or conditions, shall be held invalid, illegal or unenforceable by any court having jurisdiction, all other terms, covenants and conditions of this Agreement and their application not adversely affected thereby shall remain in force and effect, provided that the remaining valid and enforceable provisions materially retain the essence of the Parties’ original bargain.

Section 15.20       Confidentiality.

(a)           Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees and representatives, as a condition to receiving confidential information hereunder, to keep confidential, except as required by law, all documents, data, drawings, studies, projections, plans and other written information that relate to economic benefits to or amounts payable by either Party under this Agreement, and, with respect to documents that are clearly marked “Confidential” at the time a Party shares such information with the other Party (“Confidential Information”).  The provisions of this Section 15.20 shall survive and shall continue to be binding upon the Parties for period of one (1) year following the date of termination of this Agreement.  Notwithstanding the foregoing, information shall not be considered confidential which (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (iv) is developed independently by a Party based solely on information that is not considered confidential under this Agreement .

(b)           Either Party may, without violating this Section 15.20, disclose matters that are made confidential by this Agreement:

(1)                   To its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective co-owners, investors, lenders, underwriters, contractors, suppliers, and others involved in construction,

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operation, and financing transactions and arrangements for a Party or its subsidiaries, affiliates, or parent;

(2)                   To governmental officials and parties involved in any proceeding in which either Party is seeking a permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; to governmental officials or the public as required by any law, regulation, order, rule, ruling or other Requirement of Law, including without limitation oral questions, discovery requests, subpoenas, civil investigations or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports.  If a Party is requested or required, pursuant to any applicable law, regulation, order, rule, order, ruling or other Requirement of Law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that at such other Party’s expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure.

(c)           Notwithstanding the foregoing or any other provision of this Agreement, Seller acknowledges that Buyer, as a California municipal corporation, is subject to disclosure as required by the California Public Records Act, Cal. Govt. Code §§ 6250, et. seq. (“CPRA”), and the ▇▇▇▇▇ ▇. ▇▇▇▇▇ Act, Cal. Govt. Code §§ 54950, et. seq. (“▇▇▇▇▇ Act”). Confidential Information of Seller provided to Buyer pursuant to this Agreement will become the property of Buyer and Seller acknowledges that Buyer shall not be in breach of this Agreement or have any liability whatsoever under this Agreement or otherwise for any claims or causes of action whatsoever resulting from or arising out of Buyer’s copying or releasing to a third party any of the Confidential Information of Seller pursuant to the CPRA or ▇▇▇▇▇ Act. Notwithstanding the foregoing or any other provision of this Agreement, Buyer may record, register, deliver and file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid, perfected and enforceable under all applicable law the credit support contemplated by this Agreement and the rights, Liens and priorities of Buyer with respect to such credit support.

(d)           If Buyer receives a CPRA request for Confidential Information of Seller, and Buyer determines that such Confidential Information is subject to disclosure under the CPRA, then Buyer will notify the Seller of the request and its intent to disclose the documents. The Buyer, as required by the CPRA, will release such documents unless the Seller timely obtains a court order prohibiting such release. If Seller, at its sole expense, chooses to seek a court order prohibiting the release of Confidential Information pursuant to a CPRA request, then Seller undertakes and agrees to defend, indemnify and hold harmless Buyer from and against all suits, claims, and causes of action brought against Buyer for Buyer’s refusal to disclose Confidential Information of Seller to any person making a request pursuant to CPRA. Seller’s indemnity obligations shall include, but are not limited to, all actual costs incurred by Buyer, and specifically including costs of experts and consultants as well as all damages or liability of any nature whatsoever arising out of any such suits, claims, and causes of action brought against Buyer, through and including any appellate proceedings. Seller’s obligations to Buyer under this indemnification provision shall be due and payable on a monthly, ongoing basis within thirty

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(30) days after each submission to Seller of Buyer’s invoices for all fees and costs incurred by Buyer, as well as all damages or liability of any nature.

Section 15.21       Buyer’s Cure Rights and Rights Under Foreclosure.

(a)           Buyer Cure Rights Under the Credit Agreement.  The provisions of the Credit Agreement which relate to the Buyer’s cure rights and the enforcement thereof shall be in form and substance reasonably acceptable to Buyer and shall provide Buyer with the right, but not the obligation, at any time, to pay any or all amounts due from Seller thereunder and to do any other act or thing required of Seller, in each case to cure any default of Seller thereunder or to prevent the termination of the Credit Agreement or the exercise of any remedy by the Facility Lenders thereunder which would preclude Buyer from exercising its purchase option pursuant to this Section, as contemplated by Section 1.3 of the Consent and Agreement.  Under the Credit Agreement the Facility Lenders shall agree not to exercise remedies under the Credit Agreement or any related collateral documents which would preclude Buyer from exercising its purchase option pursuant to this Section, as contemplated by Section 1.3 of the Consent and Agreement until Buyer has been given thirty (30) days from its receipt of notice by the Facility Lenders of the default by Seller to cure a monetary default and, if such default is non-monetary, sixty (60) days from receipt of such notice (or up to ninety (90) days, so long as Buyer is diligently pursuing appropriate action to cure and has made progress toward curing such non-monetary default); and the effect of any such cure by Buyer shall be as if Seller had cured the applicable default within the cure period afforded Seller under the Credit Agreement, including cessation of exercise of remedies by the Facility Lenders. Upon any payment or cure by the Buyer relating to such a default by Seller, the amounts expended by Buyer to provide such cure, including any defaulted payment and interest thereon and all other payments made and expenses incurred by Buyer in providing such cure shall be recovered by Buyer as follows:  (i) in the event of the payment of the Prepayment Amount and purchase of Delivered Energy by Buyer, from and after the date of payment of the Prepayment Amount but subject to the provisions with respect to Shortfall Energy under Section 10.1 and Section 10.2, such amounts expended to provide such cure shall be applied in reduction of the Excess Energy Price payable by Buyer for Excess Energy as provided under Section 7.1, or (ii) in the event of the purchase of the Facility by Buyer under this Section, the purchase price shall be reduced by such amounts expended to provide such cure up to a maximum reduction of $2.5 million. For purposes of exercising and enforcing its cure rights as set forth in this Section 15.21 and in the Credit Agreement, Buyer shall be an express third party beneficiary of the applicable provisions under the Credit Agreement.  No action of Buyer taken pursuant to the exercise of its rights as provided in this Section 15.21 shall be deemed to be a waiver of any right accruing to Buyer on account of the occurrence of any matter which constitutes a default or a breach of Seller’s obligations under the Agreement.

(b)           Foreclosure Under the Credit Agreement. In the event of any default by Seller under the Credit Agreement that has not been cured and upon receipt by Buyer of a Foreclosure Notice (as defined in the Consent and Agreement), Buyer shall have the right, at its option, to purchase the Facility from Seller in lieu of foreclosure as set forth in this Section 15.21.  In the event that Buyer furnishes written notice to Seller with a copy to the Facility Lenders within sixty (60) days following Buyer’s receipt of such Foreclosure Notice that it will exercise its option to purchase the Facility and setting forth the date of such purchase (which shall be within ninety (90) days following the date of such Foreclosure Notice), Buyer shall

68

purchase the Facility from Seller as hereinafter provided.  In the case of such purchase of the Facility, Buyer shall furnish Seller with at least fifteen (15) days written notice of the date of purchase and furnish a copy of such notice to the Facility Lenders. The purchase price of the Facility shall be paid by the Buyer to the account designated by the Facility Lenders and shall be equal to the amount of the Facility Debt. Seller agrees and expressly represents and warrants to Buyer that its rights to sell the Facility to Buyer in accordance with the provisions of this Section 15.21 do not and will not conflict with and are permitted by the Credit Agreement and the deed of trust and related agreements and documents securing Seller’s performance under the Credit Agreement.

Section 15.22       LADWP Business Policies. Seller shall use reasonable efforts to comply with the following business policies as applicable hereunder to the extent that Seller is required to do so under California law:

(a)           LADWP’s Recycling Policy.  The Buyer supports the use of recycled-content products of all types.  Recycled-content products help conserve natural resources, including water and energy, and reduce demands upon landfills.

The Seller shall submit all written documents on paper with a minimum of 30 percent post-consumer recycled content.  Existing company/corporate letterhead/stationery that accompanies these documents is exempt from this requirement.  Documents of two or more pages in length shall be duplex-copied (double-sided pages). Neon or fluorescent paper shall not be used in any written documents submitted to Buyer.

(b)           Non-Discrimination/Equal Employment Practices/Affirmative Action Construction & Non-Construction Agreements. During the performance of this Agreement, Seller shall not discriminate in its employment practices against any employee or applicant for employment because of race, religion, national origin, ancestry, sex, age or physical handicap. All subcontracts awarded under this Agreement shall contain a like nondiscrimination provision. The applicable provisions of Executive Order No. 11246 of September 24, 1965; Part 60-741 of 41 Code of Federal Regulations pertaining to handicapped workers, including 60-741.4 Affirmative Action Clause; and Sections 10.8 to 10.13 of the Los Angeles Administrative Code pertaining to nondiscrimination in employment in the performance of City of Los Angeles contracts are incorporated herein by reference and made a part hereof as if they were fully set forth herein.

Each of the above documents, if approved, shall be effective for twelve (12) months following the date of approval for the Affirmative Action practices.

(c)           Supplier Diversity.  It is the policy of Buyer to provide Minority Business Enterprises (“MBEs”), Women Business Enterprises (“WBEs”) and all other business enterprises an equal opportunity to participate in the performance of all LADWP agreements/contracts. The Seller shall assist LADWP in implementing this policy and shall use its reasonable efforts to attain MBE and WBE participation of 15 percent and 7 percent, respectively, and to ensure that all available business enterprises, including MBEs and WBEs, have an equal opportunity to compete for and participate in the work of this Agreement.

69

(1)                   MBE/WBE Defined. “Minority Business Enterprise” (“MBE”) or “Women’s Business Enterprise” (“WBE”), as used herein means a business enterprise that meets both of the following criteria:

(2)                   A business that is at least 51 percent owned by one or more minority person(s) or women or, in the case of any business whose stock is publicly held, at least 51 percent of the stock is owned by one or more minority person(s) or women.

(3)                   A business whose management and daily business operations are controlled by one or more minority person(s) or women.

(d)           Taxpayer Identification Number (TIN).  Seller declares that its authorized TIN is 20 8740764. No payment will be made under this Agreement without a valid TIN number.

Section 15.23       Service Contract. The Parties intend that this Agreement will qualify as a “service contract” as such term is used in Section 7701(e) of the Code.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

70

IN WITNESS WHEREOF, each Party was represented by legal counsel during the negotiation and execution of this Agreement and the Parties hereto have executed this Agreement as of the date set forth at the beginning of this Agreement.

71

APPENDIX A

MONTHLY PAYMENT SCHEDULE

1.             Monthly Energy Payment (MEP) for Excess Energy.  Buyer shall make monthly payment to Seller for all Excess Energy pursuant to Section 12.1(a). The monthly payment for Excess Energy shall be made in accordance to the following formula:

MEP = EEP × DEE

Where:

EEP is the Excess Energy Price, which is $40.00 per MWh and escalated at an annual rate of 2.00% for twenty (20) Contract Years, commencing on January 1, 2011, and continuing on each anniversary of that date.

DEE is the MWh of Delivered Excess Energy delivered or deemed to be delivered to the Point of Delivery during the month, as metered according to Section 12.5, as may be adjusted pursuant to Section 5.6(g).

2.             Monthly Payment for Startup and Test Energy. Buyer shall purchase Startup and Test Energy at a price equal to $ 40.00 per MWh. All Startup and Test Energy shall be scheduled in accordance with Buyer procedures in Section 5.6(a).  Buyer shall receive any and all Environmental Attributes associated with the Startup and Test Energy, the value of which is included in this Startup and Test Energy price.

3.             Monthly Environmental Attributes Payment. Commencing on the Prepayment Date, Buyer shall make a monthly payment to the Seller for the transfer of all Environmental Attributes pursuant to Section 9.1 in an amount equal to $16.50 per MWh times the Facility Metered Output and escalated at an annual rate of 2.00% for twenty (20) Contract Years, commencing on January 1, 2011 and continuing on each anniversary of that date.

4.             Taxes and Operating Insurance Payment.  Commencing on the Prepayment Date, Buyer shall reimburse Seller for all Taxes and Operating Insurance premiums as set forth in Section 7.1(k)of the Agreement; provided that such Taxes and Operating Insurance premiums associated with Site Common Facilities or the Transmission Line will be apportioned to the Seller pro-rata based on the Site Common Facilities Interests or the Facility Transmission Line Interests, as the case may be, in the Site Common Facilities or the Transmission Line, respectively, and in accordance with the common or joint ownership, operation or use agreements therefor entered into in accordance with Section 2.7 or Section 2.8, as applicable. Such Taxes and Operating Insurance payments in the aggregate shall not exceed $4 million for any Contract Year, escalated at an annual rate of 1.75% commencing on January 1, 2011 and continuing on each anniversary of that date. In the event Seller fails to pay when due any Taxes or any Operating Insurance premiums, and fails to make such payment within five days following notice from Buyer of such failure, Buyer shall have the right to pay such Taxes or Operating Insurance premiums, as the case may be, and Seller shall refund to Buyer the monthly payments made by Buyer with respect to such overdue Taxes or Operating Insurance premiums

A-1

pursuant to Section 7.1(k) with interest on such amounts of monthly payments at the Present Value Rate.  Thereafter, Buyer shall have the right exercised on notice to Seller to pay such Taxes or Operating Insurance premiums, as applicable, in lieu of making monthly payments therefor as provided in Section 7.1(k).

5.             Monthly Payment for Interim Energy. Buyer shall purchase Interim Energy at a price equal to $70.00 per MWh (the “Interim Energy Rate”).

▇-▇

▇▇▇▇▇▇▇▇ ▇

TO THE

POWER PURCHASE AGREEMENT

BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

AND

MILFORD WIND CORRIDOR PHASE II, LLC

FACILITY DESCRIPTION AND MILESTONE SCHEDULE

ARTICLE I.   FACILITY DESCRIPTION

·                  The Facility Generating Premises, consisting of at least approximately 5,000 acres, as described in Exhibit A to this Appendix B, which consist of leaseholds and other property rights and interests under the Leases and Property Agreements as set forth in Section 2.6. Prior to the Commercial Operation Date, Seller shall update this Appendix B to update Exhibit A, including the list of the Leases and Property Agreements comprising the Facility Generating Premises.

·                  Exhibit A also provides a Facility layout showing the planned Facility configuration (which is subject to revision so as to show the actual Facility configuration), provided that such configuration shall be consistent with applicable setback requirements of USBLM and ▇▇▇▇▇▇▇ County, Utah and Beaver County, Utah.

·                  Rights of way and easements associated with all of the wind turbine generators and all other fixtures and personal property associated with the Facility Generating Premises.

·                  Fee ownership of all wind turbine generators associated with the Contract Capacity, which is currently expected to include up to sixty-eight (68) GE-1.5 MW SLE wind turbine generators and pad-mounted transformers, and all other fixtures and personal property located on or associated with the Facility Generating Premises.

·                  One permanent meteorological tower appropriately located on the Facility Generating Premises, as necessary to operate the Facility in accordance with this Agreement.

·                  A 34.5-kV power underground collection system linking each turbine to the next and to the main step-up transformer located on the Facility Generating Premises and the Site Common Facilities.

·                  One main step-up transformer to interconnect the 34.5-kV underground collection system to the Transmission Line located on the Site Common Facilities.

·                  The Facility Transmission Line Interests which shall consist of an ownership interest (which may be an undivided tenant in common interest) in the property of the Transmission Line, including the rights of way, easements and other property rights and interests constituting the

B-1

Transmission Line right of way, all associated real or personal property, granted to Seller pursuant to Agreements between Milford I and Seller and all rights and interests of the Seller in and to any rights of way, easement or license agreements, crossing permits, or line crossing agreements.  Prior to the Commercial Operation Date, Seller shall update this Appendix B to include a list of the agreements granting to Seller the Facility Transmission Line Interests and governing the ownership and operation of such interests.

·                  The Facility Common Facilities Interests which shall consist of an ownership interest (which may be an undivided interest) in the Site Common Facilities, including all associated real or personal property, granted to Seller pursuant to agreements between Milford I and Seller. Prior to the Commercial Operation Date, Seller shall update this Appendix B to include a list of the agreements granting to Seller the Facility Common Facilities Interests and governing the ownership and operation of such interests.

ARTICLE II.   ESTIMATED PROJECT DEVELOPMENT MILESTONE SCHEDULE

B-2

B-3

EXHIBIT A

TO

APPENDIX B

Lease and Property Agreements

1.                                      Land Lease Agreement dated June 16, 2008, by and between ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee of the ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Living Trust dated November 16, 2007, as Lessor, and Milford Wind Corridor Phase II, LLC, a Delaware limited liability company (“Milford Phase II”), as Lessee. A Memorandum of Lease was recorded on June 26, 2008 as Entry No. 00166412, Book 489, Page 425 in official records, ▇▇▇▇▇▇▇ County.

2.                                      Land Lease Agreement dated June 30, 2008, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, collectively, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on July 18, 2008 as Entry No. 00166689, Book 490, Page 578 in official records, ▇▇▇▇▇▇▇ County.

3.                                      Land Lease Agreement dated December 12, 2008, by and between ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, collectively, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on February 10, 2009 as Entry No. 00168679, Book 498, Page 340 in official records, ▇▇▇▇▇▇▇ County.

4.                                      Land Lease Agreement dated December 10, 2008, by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a.k.a. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, collectively, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on March 5, 2009 as Entry No. 00168886, Book 499, Page 446 in official records, ▇▇▇▇▇▇▇ County;

5.                                      Land Lease Agreement dated March 6, 2009, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on May 20, 2009 as Entry No. 00169755, Book 503, Page 573 in official records, ▇▇▇▇▇▇▇ County;

6.                                      Land Lease Agreement dated December 10, 2008, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇, collectively, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on August 14, 2009 as Entry No. 00170562, Book 507, Page 197 in official records, ▇▇▇▇▇▇▇ County.

7.                                      Land Lease Agreement dated March 6, 2009, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on September 16, 2009 as Entry No. 00170877, Book 508, Page 369 in official records, ▇▇▇▇▇▇▇ County;

8.                                      Land Lease Agreement dated March 6, 2009, by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Lessor, and Milford Phase II, as Lessee. A Memorandum of Lease was recorded on October 19, 2009 as Entry No.00171214, Book 510, Page 083 in official records, ▇▇▇▇▇▇▇ County.

9.                                      Amended and Restated Land Lease Agreement, made effective as of February 22, 2007, and executed as of April 22, 2009, by and between Circle Four LLC, a Delaware limited

B-4

liability company, as Lessor, and Milford Phase II, as Lessee. An Amended and Restated Memorandum of Lease was recorded on August 14, 2009 as Entry No. 00170558, Book 507, Page 155 in official records, ▇▇▇▇▇▇▇ County and recorded August 25, 2009, as Entry No. 240604, Book 437, Page 860 in official records, Beaver County.

10.                               Amended and Restated Special Use Lease Agreement No. 1599B, dated effective as of April 22, 2009, by and between the State of Utah, acting by and through the School and Institutional Trust Lands Administration, as Lessor, and Milford Phase II, as Lessee. An Amended and Restated Memorandum of Lease was recorded on August 14, 2009 as Entry No. 00170560, Book 507, Page 173 in official records, ▇▇▇▇▇▇▇ County and recorded August 25, 2009 as Entry No. 240606, Book 438, Page 1 in official records, Beaver County.

B-5

Facility Layout

B-6

APPENDIX C

TO THE

POWER PURCHASE AGREEMENT
BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

AND

MILFORD WIND CORRIDOR PHASE II, LLC

BUYER AND SELLER BILLING, NOTIFICATION AND
SCHEDULING CONTACT INFORMATION

1.                                      Authorized Representative. Correspondence pursuant to Section 15.1 shall be transmitted to the following addresses:

1.1                               If to Buyer:

Executive Director

Southern California Public Power Authority

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Los Angeles Department of Water and Power

Attention: Manager of Power Contracts

RE: SCPPA Contract                      [to be added following LADWP approval]

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

1.2                               If to Seller:

Milford Wind Corridor Phase II, LLC

c/o First Wind

Attn: Vice President, Operations

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

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With a copies to:

Milford Wind Corridor Phase II, LLC

c/o First Wind

Attn: Senior Vice President, Asset Management

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

And to:

Milford Wind Corridor Phase II, LLC
c/oFirst Wind
Attn: General Counsel

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

2.                                      ▇▇▇▇▇▇▇▇ and payments pursuant to Section 7.1 and Appendix A shall be transmitted to the following addresses:

2.1                               If Billing to Buyer:

Finance and Accounting Manager

Southern California Public Power Authority

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Los Angeles Department of Water and Power
Accounting Division – Accounts Payable Business Unit
P.O. Box 51211
Room 424

RE: SCPPA Contract                     [to be added following LADWP approval]

▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

2.2                               If Payment to Buyer:

Finance and Accounting Manager

Southern California Public Power Authority

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

C-2

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile :  ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Los Angeles Department of Water and Power
Accounting Division – Accounts Payable Business Unit
P.O. Box 51211
Room 424
RE:  SCPPA Contract                  [to be added following LADWP approval]

▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

3.                                      All notices (other than scheduling notices) required under the Agreement shall be sent by registered or certified mail, postage prepaid, to the address specified below.

If to Buyer:

Executive Director

Southern California Public Power Authority

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Los Angeles Department of Water and Power
Attention:  Manager of Power Contracts

RE: SCPPA Contract                     [to be added following LADWP approval]

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

If to Seller:

Milford Wind Corridor Phase II, LLC

Attn:  Senior Vice President, Asset Management

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇ ▇▇▇▇

With copies to:

Milford Wind Corridor Phase II, LLC

c/o First Wind

Attn: General Counsel

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇-▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

And to:

Milford Wind Corridor Phase II, LLC

c/o First Wind

Attn: Vice President, Operations

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

4.                                      All notices related to scheduling of the Facility shall be sent to the following address:

If to Buyer:

Energy Systems Manager

Southern California Public Power Authority

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Los Angeles Department of Water and Power
Attention: Manager of Wholesale Energy Resources

RE: SCPPA Contract                       [to be added following LADWP approval]

▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ (ECC)

▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

If to Seller:

DACC Operator

First Wind Operations and Maintenance

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇,

▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

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With copies to:

Milford Wind Corridor Phase II, LLC
c/o First Wind
Attn: Vice President, Asset Management
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

And to:

Milford Wind Corridor Phase II, LLC
c/o First Wind
Attn: Manager, Scheduling
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:  ▇▇▇-▇▇▇-▇▇▇▇

And to:

Milford Wind Corridor Phase II, LLC
c/o First Wind
Attn: General Counsel
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone:  ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:   ▇▇▇-▇▇▇-▇▇▇▇

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APPENDIX D

TO THE

POWER PURCHASE AGREEMENT
BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

AND

MILFORD WIND CORRIDOR PHASE II, LLC

FORM OF ATTESTATION

               (Seller)                Environmental Attribute Attestation and ▇▇▇▇ of Sale

                                           (“Seller”) hereby sells, transfers and delivers to Southern California Public Power Authority (“Buyer”) the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation from the Facility described below:

in the amount of one Environmental Attribute or its equivalent for each megawatt hour generated.

Seller further attests, warrants and represents as follows:

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This serves as a ▇▇▇▇ of sale, transferring from Seller to Buyer all of Seller’s right, title and interest in and to the Environmental Attributes and Environmental Attribute Reporting Rights associated with the generation of the Energy for delivery to the grid.

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SUBJECT TO REVISION

APPENDIX E

TO THE

POWER PURCHASE AGREEMENT
BETWEEN

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND

MILFORD WIND CORRIDOR PHASE II, LLC

FORM OF SECURITY INTEREST

DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING

THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (“Deed of Trust”) is made effective                             , 2010, by and among Milford Wind Corridor Phase II, LLC, a Delaware limited liability company, having an office and mailing address c/o First Wind Energy, LLC, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter “Trustor”),                                                               (hereinafter “Trustee”), and Southern California Public Power Authority, a joint power agency created pursuant to the laws of the State of California and having an office and mailing address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter “Beneficiary”).

WITNESSETH:

1.                                      Grant. Trustor grants, transfers, assigns, conveys and warrants to Trustee, for the benefit of Beneficiary, and its successors and assigns, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, all right, title and interest of Trustor in and to all of the following (collectively the “Subject Property”):

a.                                      the leasehold interests in each of the parcels of real property described on Exhibit A that are identified as a “Leasehold Parcel” thereon (each a “Leasehold Parcel” and collectively the “Leasehold Parcels”), pursuant to each of the land lease agreements described on Exhibit B attached hereto and made a part hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time (each a “Ground Lease” and collectively, the “Ground Leases”); and the leasehold estates in the Leasehold Parcels created by the Ground Leases, and all other rights of Trustor under the Ground Leases, including all of Trustor’s unexpired estate, title, interest and term of years by virtue of the Ground Leases and any and all credits, deposits, options to renew or extend, options to purchase, rights of first refusal, and any other rights and privileges of Trustor thereunder;

b.                                      the rights-of-way and other interests granted in and with respect to each of the parcels of real property described on Exhibit A that are identified as a “BLM Parcel” thereon (each a “BLM Parcel” and collectively the “BLM Parcels”), pursuant to each of the Right-of-

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Way Grant/Temporary Use Permits issued by the United States Department of Interior Bureau of Land Management (the “BLM”) described on Exhibit B attached hereto and made a part hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time (each a “BLM Grant” and collectively, the “BLM Grants”); and the easement estates in the BLM Parcels created by the BLM Grants, and all other rights of Trustor under the BLM Grants, including all of Trustor’s unexpired estate, title and interest by virtue of the BLM Grants and any and all credits, deposits, options to renew or extend, and any other rights and privileges of Trustor thereunder. The Leasehold Parcels, and BLM Parcels are referred to collectively as the “Land”);

c.                                       all appurtenances now or hereafter belonging or in anywise appertaining to the Land, including, without limitation, all easements, rights-of-way and rights used in connection with or as a means of access to any portion of the Land, all right, title or interest of Trustor in and to any road or highway adjoining the Land or any part thereof and all strips and gores belonging, adjacent or pertaining to the Land; and any after-acquired title to any of the foregoing (all of the foregoing is referred to collectively as the “Appurtenances”);

d.                                      All buildings, structures, replacements, furnishings, fixtures, fittings and other improvements and property of every kind and character now or hereafter located or erected on the Land and owned or purported to be owned by Trustor, or leased or purported to be leased to Trustor, together with all building or construction materials, equipment, appliances, machinery, fittings, apparatus, fixtures and other articles of any kind or nature whatsoever now or hereafter found on, affixed to or attached to the Land and owned or purported to be owned by Trustor or leased or purported to be leased to Trustor, (all of the foregoing is herein referred to collectively as the “Improvements”).  The Land, Improvements and Appurtenances are herein referred to collectively as the “Real Estate”);

e.                                       All equipment now or hereafter owned or purported to be owned by Trustor and used or useful in connection with the Real Estate, regardless of whether located on the Real Estate or located elsewhere including, without limitation, all rights of Trustor under any lease to equipment and fixtures and other items of personal property at any time (all of the foregoing is herein referred to collectively as the “Equipment”);

f.                                        All option rights, purchase or sale contracts, condemnation claims, demands, awards and settlement payments, insurance contracts, insurance payments and proceeds, unearned insurance premiums, warranties, guarantees, utility deposits, books and records and general intangibles of Trustor relating to the Real Estate or the Equipment and any other intangible property of Trustor related to the Real Estate, the Equipment, the Facility Transmission Line Interests or the Facility Common Facilities’ Interests (hereafter defined) whether now existing or hereafter obtained or arising (all of the foregoing is herein referred to collectively as the “Intangibles Rights and Interests”);

g.                                       All rents, issues, profits, royalties, avails, income and other benefits derived or owned by Trustor directly or indirectly from the Real Estate or the Intangibles Rights and Interests (all of the foregoing is herein collectively called the “Revenues”);

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h.                                      All rights of Trustor, if any, to all plans and specifications, designs, drawings and other matters prepared in connection with the Real Estate or the Equipment (all of the foregoing is herein called the “Plans”);

i.                                          All rights of Trustor under any contracts executed by Trustor with any provider of goods or services for or in connection with any construction, operation, maintenance or services performed or to be performed in connection with the Real Estate or the Equipment, including, without limitation, any construction contracts and management contracts (all of the foregoing are herein referred to collectively as the “Contracts for Construction or Services”);

j.                                         All rights of Trustor in any permits, approvals, consents and other authorizations in connection with the Real Estate (all of the foregoing is herein referred to collectively as the “Permits”);

k.                                      to the extent not included in (a) through (j) above, all rights of Trustor in and to the properties, easements, license agreements, crossing permits, right-of-way agreements, line crossing agreements and other rights in land running in favor of Trustor, structures, equipment and facilities, including, without limitation, those described in Exhibit C as the Facility Transmission Line Interests (the “Facility Transmission Line Interests”);

l.                                          to the extent not included in (a) through (j) above, all rights of Trustor in and to the properties, structures, equipment and facilities described in Exhibit D as the Facility Common Facilities’ Interests (the “Facility Common Facilities’ Interests”); and

m.                                  All other property or rights of Trustor of any kind or character related to the Real Estate, the Equipment, the Intangible Rights and Interests, the Revenues, the Plans, the Contracts for Construction or Services, the Permits, the Facility Transmission Line Interests or the Facility Common Facilities’ Interests, and all substitutions, replacements and additions thereto, whether now existing or hereafter acquired, and all proceeds (including insurance and condemnation proceeds) and products of any of the foregoing.

2.                                      Secured Obligations.  Trustor makes the grant, conveyance, transfer and assignment set forth above for the purpose of securing the payment and performance of (i) all obligations of Trustor under the Power Purchase Agreement dated March 1, 2010, between Trustor, as seller, and Beneficiary, as buyer (as amended, supplemented or modified from time to time, the “Power Purchase Agreement”), which provides for remedies to be exercised following a default (a “Default”) under Section 14.1 of the Power Purchase Agreement.  The maximum principal amount secured by this Deed of Trust is indefinite, but in no event shall it exceed                                        Dollars ($                           ).

3.                                      Trustor Covenants and Warranties. Trustor hereby covenants with and warrants to the Trustee and Beneficiary that: (i) at the execution and delivery hereof it is the owner of a valid leasehold interest in the Leasehold Parcels, and of a valid right way interest in the BLM Parcels, and that it is the owner or lessee of the other Subject Property, that the Subject Property is free from all encumbrances whatsoever other than: (1) any lien expressly provided for or permitted by the terms of the Power Purchase Agreement, (2) liens for taxes not yet due or for taxes being contested in good faith by appropriate proceedings so long as such proceedings do

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not involve a material risk of the sale, forfeiture, loss or restriction on the use of the Subject Property or any part thereof; (3) suppliers’, vendors’, mechanics’, ▇▇▇▇▇▇▇’▇, repairman’s, employees’ or other like liens arising in the ordinary course of business for work or service performed or materials furnished in connection with the Subject Property for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on use of the Subject Property or any part thereof, and (4) easements, rights of way, use rights, exceptions, encroachments, reservations, restrictions, conditions or limitations, provided that in each case the same do not interfere with or impair in any material respect with the operation or use of the Subject Property or any rights or interests therein as contemplated by the Power Purchase Agreement (collectively, the “Permitted Encumbrances”); (ii) each of the Ground Leases and the BLM Grants is in full force and effect and has not been modified or terminated and that Trustor is not in default under any of the Ground Leases or BLM Grants; (iii) Trustor has good and lawful right to sell, mortgage and convey the Subject Property; and (iv) Trustor and its successors and assigns will forever warrant and defend the Subject Property against all claims and demands whatsoever.

To protect the security of this Deed of Trust, Trustor agrees with the Trustee and Beneficiary as follows:

a.                                      Payment of Taxes. Trustor will pay or cause to be paid when due all taxes and assessments, general or special, and any and all levies, claims, charges, expenses and liens, ordinary or extraordinary, governmental or non-governmental, statutory or otherwise, due or to become due, that may be levied, assessed, or charged on or against the Subject Property, and will submit to Beneficiary all receipts showing payment of all of such taxes, assessments and charges promptly after Beneficiary’s written request therefor.

b.                                      Maintenance and Repair.  Trustor will operate and maintain the Subject Property as required by the Power Purchase Agreement and not commit, suffer, or permit waste of any part of the Subject Property.