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Execution Version
 MASTER TURBINE SUPPLY AGREEMENT
 BY AND BETWEEN
 Guangdong Mingyang Wind Power Technology Co. Ltd.,
 as Turbine Supplier
 AND
 Wind Hunter, LLC.,
 as Buyer
 Dated as of 27 November 2007




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    1ARTICLE 2 SUPPLY OF TURBINE
    
    
    2ARTICLE 3 DELIVERY AND SHIPMENT OF COMPONENTS
    
    
    9ARTICLE 4 BUYERS RESPONSIBILITIES
    
    
    11ARTICLE 5 PRICE AND PAYMENT
    
    
    13ARTICLE 6 COMPLETION
    
    
    15ARTICLE 7 WARRANTIES AND GUARANTEES
    
    
    17ARTICLE 8 TITLE; RISK OF LOSS
    
    
    23ARTICLE 9 DAMAGES; LIMITATION OF LIABILITY
    
    
    23ARTICLE 10 DISPUTE RESOLUTION
    
    
    26ARTICLE 11 FORCE MAJEURE
    
    
    27ARTICLE 12 SCOPE CHANGES
    
    
    28ARTICLE 13 INDEMNIFICATION
    
    
    30ARTICLE 14 INSURANCE
    
    
    30ARTICLE 15 TERM AND TERMINATION
    
    
    31ARTICLE 16 ASSIGNMENTS
    
    
    36ARTICLE 17 DESIGN DOCUMENTS
    
    
    37ARTICLE 18 CONFIDENTIAL INFORMATION
    
    
    37ARTICLE 19 RECORDS
    
    
    38ARTICLE 20 INDEPENDENT CONTRACTOR
    
    
    39ARTICLE 21 REPRESENTATIONS AND WARRANTIES
    
    
    39ARTICLE 22 MISCELLANEOUS
    
    
    41
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MASTER TURBINE SUPPLY AGREEMENT
 Master Agreement Turbine Supplier Buyer
 RECITALS
 A.
    
    Buyer intends to develop wind energy projects utilizing wind turbine generators supplied by
Turbine Supplier;B.
    
    Buyer desires to enter into a master turbine supply agreement under which Buyer shall
purchase wind turbine generators, certain ancillary equipment and related start-up services
from Turbine Supplier for those wind energy projects;C.
    
    Buyer desires Turbine Supplier to start-up and test the wind turbine generators, towers and
certain ancillary equipment after they are installed by Buyer; andD.
    
    Turbine Supplier is engaged in the business of supplying, starting-up and testing various
wind energy systems and desires to sell its products and services to Buyer and to start-up and
test the wind turbines and ancillary equipment after they are installed by Buyer.
  ARTICLE 1  DEFINITIONS
 1.1
    
    Definitions. In this Master Agreement, (a) reference to persons include corporations, partnerships,
joint ventures, trusts, associations, individuals, unincorporated organizations or
governmental agencies; (b) references to Applicable Laws or Permits are to be construed as
including all statutory or regulatory provisions consolidating, amending, replacing,
succeeding or supplementing the Applicable Laws, Permits or sections (but shall be subject
to provisions in this Master Agreement relating to a Change in Law); (c) the words
including, includes, and include shall be deemed to be followed by the words without
limitation or but not limited to or words of similar import; and (d) words importing only
the singular include the plural and vice versa when the context requires. Capitalized terms
used in this Master Agreement shall have the following
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meanings given in Exhibit A, unless in any particular instance it is expressly indicated otherwise. All accounting terms
not specifically defined in this Master Agreement shall be construed in accordance with United States Generally Accepted Accounting Principles (US
GAAP), consistently applied.1.2
    
    Master Agreement Documents; Conflicts and Omissions. The Master Agreement Documents consist of this Master Agreement and its Exhibits, any
amendments to the Master Agreement issued pursuant to a Scope Change Order and any Turbine
Purchase Orders (including the exhibits thereto) issued pursuant to this Master Agreement
(Master Agreement Documents). In case of any conflict, discrepancy, error or
omission in the Master Agreement Documents, the provisions and requirements of the Master
Agreement Documents should take the following order of precedence (provided that,
notwithstanding the following order, physical design or technical requirements of the
fabrication or assembly of the Major Components of the Turbine as set forth in the Technical
Specifications shall always control in the event of conflicting provisions contained in the
other Master Agreement Documents):
 1.
    
    Turbine Purchase Order, Turbine Purchase Order Exhibits and Amendments to the Master Agreement;2.
    
    The body of this Master Agreement;3.
    
    Technical Specifications; and4.
    
    Other Master Agreement Exhibits.
 ARTICLE 2  SUPPLY OF TURBINE
 2.1
    
    Turbine Supply Commitment.
 (a)
    
    Subject to Section 2.2, Turbine Supplier agrees to sell to Buyer, and
Buyer agrees to purchase from Turbine Supplier, the following Turbines within the
following time frames:
 (i)
    
    Between the Effective Date and 31 January 2008: two (2) 1.5 MW
Turbines with serial numbers 4 and 5 or higher (the Initial
Turbines).(ii)
    
    Between 1 February 2008 and 30 July 2008: twenty (20) 1.5 MW
Turbines.
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(b)
    
    Turbine Supplier and Buyer acknowledge and agree that, as of the Effective
Date, Turbine Supplier has not completed development of the Technical Specifications.
Turbine Supplier shall use all commercially reasonable efforts to complete
development of the Technical Specifications and to submit them to Buyer for review
not later than fifteen (15) days after the Effective Date. Buyer shall use all
commercially reasonable efforts to review such Technical Specifications and to
submit any comments or suggested revisions it may have to Turbine Supplier within
ten (10) days after receipt of the Technical Specifications from Turbine Supplier.
Turbine Supplier shall use all commercially reasonable efforts to accept and
accommodate Buyers comments and suggested revisions, to revise the Technical
Specifications accordingly and to submit revised Technical Specifications to Buyer
for review within five (5) days after receipt of Buyers comments and suggested
revisions. Turbine Supplier and Buyer shall repeat the foregoing process until they
have agreed on the Technical Specifications and shall attached the agreed Technical
Specifications to this Master Agreement as Exhibit H; provided, however, if
Turbine Supplier and Buyer are unable to reach agreement within forty-five (45) days
after the Effective Date (or such longer period as may be agreed by Turbine Supplier
and Buyer), either Party may submit any disagreements to dispute resolution pursuant
to Section 10.1. Buyer shall also have the right, in its sole discretion,
to accept the Technical Specifications proposed by Turbine Supplier or to terminate
this Master Agreement upon written notice to Turbine Supplier.(c)
    
    The Initial Turbines will be installed at Buyers wind farm located in Valley
County, Montana USA for a test operation for at least three (3) months in order for
Turbine Supplier to collect meteorological data, observe and evaluate the operation of
the Turbines and make any necessary modifications to the design and/or manufacture of
or the Technical Specifications for the Turbines in order to improve their performance
and compliance with the warranty requirements described below. Turbine Supplier shall
notify Buyer promptly of any such modifications that Turbine Supplier proposes to make
in the design and/or manufacture of or the Technical Specifications for the Turbines;
provided, however, that Buyers consent to the modification of the design and/or
manufacture of or the Technical Specifications for the Turbines shall only be required
if Turbine Supplier proposes to modify any of the output or performance characteristics
or any of the warranties set forth in this Agreement or if Buyer reasonably believes
that such modifications will have a material adverse effect on the useful life or long
term performance of the Turbines, any of the Major Components or the SCADA System. All
Turbines shall conform to the Technical Specifications, as such Technical
Specifications modified based on Turbine Suppliers experience with the first two
Turbines, and the other terms and conditions of this Master Agreement..
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(d)
    
    Turbine Supplier also agrees to sell to Buyer, and Buyer agrees to purchase
from Turbine Supplier, the Supply Items and Services described in the Turbine Purchase
Order as provided in this Master Agreement and such Turbine Purchase Order. Within forty-five (45) days after the Effective Date (or such longer period
as may be agreed by Turbine Supplier and Buyer), Turbine Supplier and Buyer shall
agree on the scope of Services and Supply Items in addition to Turbines to be
offered or sold by Turbine Supplier to Buyer under this Master Agreement and the
Turbine Purchase Orders issued under this Master Agreement.(e)
    
    Turbine Supplier shall provide Buyer the specifications for the Towers on which
the Technical Specifications for the Turbines are based within fifteen (15) days after
the Effective Date.
 2.2
    
    Turbine Purchase Orders.
 (a)
    
    Except as provided in Section 2.2(b) below, Buyer will request delivery
of specific Turbines committed under Section 2.1 by delivering to Turbine
Supplier one or more Turbine Purchase Orders in substantially the same form as set
forth in Exhibit B together with its Exhibits (each, a Turbine Purchase
Order or TPO). Turbine Supplier shall accept such TPOs and deliver the
requested Turbines in accordance with the terms of the TPO and this Master Agreement.
The Parties shall agree on all items, including the scope of Supply Items and Services
to be provided, the Delivery and Completion Schedule, the liquidated damages rates and
all other matters to be specified on the exhibits to the TPO, as provided in this
Master Agreement, including the Exhibits attached or to be attached hereto.(b)
    
    The TPO for the Initial Turbines may be delivered without Exhibit B-4
(Site and Site Conditions), Exhibit B-5 (Interconnection Requirements),
Exhibit B-6 (Special Installation Tools/Shipping Fixtures) or Exhibit
B-7 (SCADA Interface and Termination Requirements). These Exhibits may be
delivered within sixty (60) days after the Effective Date without affecting the
required Delivery Date for such Turbines. The TPO for the Initial Turbines will
include low temperature packages for the Initial Turbines.
 2.3
    
    Additional Turbine Supply. Turbine Supplier and Buyer agree to negotiate in good faith and in a commercially
reasonable manner for the supply and delivery of an additional fifty (50) 1.5 MW Turbines
during the period from 1 July 2008 through 31 December 2008 at a price to be mutually agreed
and otherwise on the terms and conditions of this Master Agreement.2.4
    
    Preference to Purchase. In addition to the specific agreements to purchase, sell and deliver Turbines described
above, Buyer will have the preference to purchase any 1.5
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MW Turbines or other wind turbines of any size (collectively, Wind Turbines) that Turbine Supplier proposes to sell
to purchasers in or for use in the United States of America, Canada or Mexico at any
time from the Effective Date through 31 December 2012 (the Relevant Period) for
the installation at Buyers own wind farms. Buyer is not allowed to resell the Wind
Turbines purchased from Turbine Supplier to any third party without the permission of
Turbine Supplier, which permission may be withheld in Turbine Suppliers sole discretion;
provided that Buyer is allowed (without having to seek permission) to sell or transfer Wind
Turbines and other Supply Items and rights hereunder to its Affiliates. As used herein,
Affiliates means, with respect to either Party, any Person that, directly or indirectly,
controls, is controlled by or is under common control with such Party. An Affiliate will
be deemed to control, to be controlled by or to be under common control with a Party if at
least fifty percent (50%) of the ownership interest of the Affiliate is owned by such
Party or the direct or indirect parent of such Party. Turbines Supplier agrees to give
Buyer the first right to purchase Wind Turbine during the Relevant Period under the same or
better conditions as other purchasers in case of purchasing competition, as follows: Prior
to selling or offering to sell any Wind Turbines to purchasers in or for use in the United
States of America, Canada or Mexico, Turbine Supplier will first offer in writing to sell
such Wind Turbines to Buyer for the same or a better price and on the same or better terms
and conditions (including services and warranties) as it proposes to sell such Turbines to
other purchasers. Buyer shall have thirty (30) days after receipt of such written offer to
accept it in whole or in part or to decline to purchase such Wind Turbines. If Buyer elects
to accept such offer in whole or in part, it will purchase the Wind Turbines it has accepted
at the accepted price and on the accepted terms and conditions. If Buyer declines the offer
in whole or in part, Turbine Supplier may thereafter sell the Wind Turbines that were
declined by other purchasers, but at a price no less than was offered to Buyer and on terms
and conditions no more favorable to the purchaser than were offered to Buyer. If Turbine
Supplier wants to sell Wind Turbines to purchasers in or for use in the United States of
America, Canada or Mexico during the Relevant Period at a lower price or on more favorable
terms and conditions than were previously offered to Buyer, it must first offer such Wind
Turbines to Buyer at such lower price and on such more favorable terms in the same manner as
set forth above before selling such Wind Turbines to other purchasers. Turbine Supplier
further agrees that, if it has sufficient production to supply all of the Turbines requested
by Buyer and by turbine Suppliers other customers, Turbine Supplier will sell the Turbines
and other Supply Items to Buyer at a lower price and on more favorable terms than it sells
such Turbines and other Supply Items to its other customers.
 2.5
    
    Special Installation Tools and Shipping Fixtures. Turbine Supplier shall lend to Buyer, at no cost to Buyer, those special installation
tools and shipping fixtures set forth in Exhibit B-6 to each Turbine Purchase Order
for Buyers use only in connection with the installation of the Supply Items. Buyer
acknowledges and agrees that all of the special installation tools provided by Turbine
Supplier pursuant to this Section 2.5 are owned by
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Turbine Supplier. Buyer shall return the special installation tools and shipping fixtures promptly after delivery of the
Final Sign-Off Certificate to Turbine Supplier in the same condition as received, except for normal wear
and tear.2.6
    
    Spare Parts and Consumables. Turbine Supplier shall provide to Buyer a listing of recommended spare parts, including
any spare parts lists obtained from equipment manufacturers relating to the Work. Turbine
Supplier agrees to sell Buyer spare parts for the repair of each Turbine or, if it is unable
or otherwise fails to do so, permit Buyer to use the Turbine Specifications and
manufacturing drawings with respect thereto, for a period of twenty (20) years from the date
of Final Turbine Completion. The purchase price of such parts does not include the cost of
shipping, insurance, sales or use taxes, customs or duties, or other similar charges, all of
which shall be the responsibility of Buyer. Turbine Supplier shall provide Buyer with a
schedule of all consumables required for assembling, erecting and installing Supply Items,
including consumables such as lubricants, paint, welding materials and supplies, rods,
bolts, nuts, gaskets, filters, silicon seals, insulating tape and other items normally
consumed in the assembly, erection, and installation of the Supply Items (Installation
Consumables). Turbine Supplier shall provide, as part of its start-up services, all
spare parts and consumables required for commissioning and start-up testing of Supply Items.2.7
    
    Operation, Maintenance and Training Manuals and Service Training. Within forty-five (45) days after the Effective Date, Turbine Supplier shall provide to
Buyer the O&M Manual, the SCADA Manual, the Safety Manual, the Installation Manual, any
other manuals possessed by Turbine Supplier that relate to the installation, commissioning,
operation or maintenance of the Turbines such other manuals as Turbine Supplier and Buyer
agree are necessary given the scope of Supply Items and Services provided by Turbine
Supplier hereunder(collectively, the Manuals) and shall thereafter provide updates
of such Manuals as they are issued or updated from time to time. Turbine Supplier shall
also provide operations and maintenance training for Buyers designated personnel in
connection with the Turbine purchased pursuant to this Master Agreement in accordance with a
scope of work and guidelines to be agreed by Turbine Supplier and Buyer within forty-five
(45) days after the Effective Date and attached to this Master Agreement as Exhibit
C-1 at a location or locations to be mutually agreed by Turbine Supplier and Buyer. The
cost of training is included in the Purchase Price. Turbine Supplier will send only
qualified personnel to act as the teachers for such training.2.8
    
    Maintenance and Repair Services.
 (a)
    
    Turbine Supplier shall provide Maintenance Services to be agreed by Turbine
Supplier and Buyer within forty-five (45) days after the Effective Date (or such longer
period as may be agreed by Turbine Supplier and Buyer) and attached to this Master
Agreement as Exhibit C-2 with respect to the Turbines, SCADA Systems and other Supply Items sold hereunder. The scope of Maintenance
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Services to be provided shall be consistent with, and all Maintenance Services shall be
performed in accordance with, Prudent Engineering and Operating Practices.(b)
    
    Not less than sixty (60) days before the anticipated date of Turbine Mechanical
Completion for the first Turbine under a particular TPO, the Parties will enter into a
separate agreement with respect to the performance of the Maintenance Services and
containing such other terms, covenants and conditions as Turbine Supplier and Buyer may
agree. It is the Parties intent that these Maintenance Services will in the future be
performed by an Affiliate of Turbine Supplier to be established in the United States,
and, if such Affiliate has been formed and is in business in the United States at the
time the Parties wnter into such agreement, Buyer will enter into the agreement for the
perfromance of Maintenance Services with such Affiliate, but such Affiliates
performance shall be guaranteed by Turbine Supplier. However, if such Affiliate has
not yet been formed or is not yet in business in the United States, Turbine Supplier
and Buyer will enter into such agreement for the performance of maintenance services
directly. Thereafter, at such time as Turbine Supplier wishes to transfer the
responsibility for the Maintenance Services to such an Affiliate, such Affiliate and
Buyer shall enter into a service agreement incorporating the Maintenance Services in
its scope of services and containing such other terms, covenants and conditions as
Turbine Supplier and Buyer may agree, but Turbine Supplier shall not be released from
liability for performance of the Maintenance Services.
 2.9
    
    Taxes and Duties. Turbine Supplier shall be responsible for all export duties imposed or levied by the
Peoples Republic of China with respect to the Turbines and other Supply Items and all
United States federal, state or local taxes on Turbine Suppliers income, including income
from the sale of the Turbines or the provision of Services hereunder. Buyer shall be
responsible for all import duties and tariffs imposed or levied by the United States of
America with respect to the Turbines and other Supply Items and all United States federal,
state and local property and sales and use taxes with respect to the Turbines and other
Supply Items sold hereunder.2.10
    
    Site Security and Safety Programs. During performance of the Work, Turbine Supplier shall comply with all of Buyers
reasonable site security requirements.2.11
    
    Adjoining Utilities; Site Obligations. Turbine Supplier shall under the guidance of Buyer, take all actions reasonably
necessary to protect all parallel, converging and intersecting electric and telephone lines and poles, public roads, highways, waterways, railroads, sewer lines, natural gas pipelines,
drainage ditches, culverts, water wells, springs and any and all property of others, from
damage as a result of its performance of the Work and shall comply with the requirements of
the Site Agreements. In the event that any such property is damaged or destroyed in the
course of the performance of the Work by
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Turbine Supplier or a Subcontractor without instruction of Buyer, Turbine Supplier shall at its own expense rebuild, restore or replace
such damaged or destroyed property and shall pay any damages resulting from such damage or
destruction.2.12
    
    Intellectual Property Rights. Turbine Supplier shall procure, as required, all necessary intellectual property
rights, proprietary rights, licenses, agreements and permissions for methods, materials,
processes, software and systems incorporated into the Work and shall pay all required
royalties and license fees. Turbine Supplier shall not incorporate into the Work any
materials, methods, processes, software or systems that involve the use of any confidential
information, intellectual property or proprietary rights that Buyer or Turbine Supplier does
not have the right to use or which may result in any infringements or claims of infringement
of any domestic or foreign patent rights, copyrights or other proprietary rights, or
applications for any such rights, or use of confidential information or intellectual
property.2.13
    
    Subcontractors; Labor Relations. Turbine Supplier shall be responsible for all Work performed by its Subcontractors.
Turbine Supplier shall be responsible for all labor relations matters relating to the Work
and shall at all times maintain harmony among craft personnel employed in connection with
the Work.2.14
    
    Collateral Work. Turbine Supplier acknowledges that Other Contractors may be working at the location of
the Work. Turbine Supplier shall cooperate with and shall not delay, impede or otherwise
impair the work of others. In order to accomplish coordination of scheduling of all Work
performed at a Site, once Work at a Site has begun, Turbine Supplier and Buyer shall conduct
weekly meetings to schedule the Work and the Other Contractors Work for the following week.
Once scheduled, Turbine Supplier shall cooperate with Buyer in changing the schedule of the
Work or to work around any unanticipated change in the Other Contractors Work.2.15
    
    Compliance with Applicable Laws. Turbine Supplier and its Subcontractors shall comply with and shall cause the Work to
comply with all Applicable Laws. Buyer shall cooperate with Turbine Supplier in
understanding and complying with Applicable Laws, but compliance by Turbine Supplier,
its Subcontractors and the Work with Applicable Laws shall be Turbine Suppliers
responsibility hereunder.2.16
    
    Emergencies. In the event of an emergency endangering persons or property resulting from Turbine
Suppliers performance of the Work, Turbine Supplier shall take such action as may be
reasonable and necessary to prevent, avoid or mitigate injury, damage or loss and shall, as
soon as possible, report any such incidents, including Turbine Suppliers response thereto,
to Buyer.2.17
    
    Standard of Performance. Turbine Supplier shall perform the Services in accordance with Prudent Engineering and
Operating Practices, the Master Agreement Documents, all
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Applicable Laws and all Permits. The Turbines shall be manufactured, constructed and fabricated in accordance with the
Technical Specifications and the requirements upon which the GL Certification is based.2.18
    
    Hazardous Substances. As required by Applicable Laws, Turbine Supplier shall provide data sheets, warning
labels or other documentation covering all Hazardous Substances furnished under or otherwise
associated with the Work. Turbine Supplier shall dispose of any Hazardous Substances
removed from Turbines or resulting from the Work in accordance with all Applicable Laws.2.19
    
    Turbine Supplier Insurance. Turbine Supplier shall maintain, and shall cause its Subcontractors to maintain, the
insurance set forth in Article 14.2.20
    
    Turbine Suppliers Representative. Turbine Supplier shall designate a representative (Turbine Suppliers
Representative) who shall be acquainted with the Project and have the authority to
administer this Master Agreement on behalf of Turbine Supplier, to agree on procedures for
coordinating Turbine Suppliers efforts with those of Buyer (and its Subcontractors), to
furnish information, when appropriate, to Buyer, and to agree to an individual Scope Change
Order up to a value to be specified by Turbine Supplier to Buyer by separate written notice.
Any notice, approval, objection, assurance, inspection, delivery, certification,
acknowledgment or similar action under this Master Agreement given or received by Turbine
Suppliers Representative shall be effective to bind Turbine Supplier (subject to any limits
specified by Turbine Supplier).
 ARTICLE 3  DELIVERY AND SHIPMENT OF COMPONENTS
 3.1
    
    Packing and Crating. Turbine Supplier shall pack or shall cause a third party to pack the Major Components
in accordance with commercially reasonable shipping carrier requirements to accommodate
transportation and delivery to each Site. Turbine Supplier shall include all assembly and
mounting hardware (other than the foundation nuts and bolts) with each Delivery of such
Major Components. Packing and crating costs shall be borne by Turbine Supplier;
provided, however, Buyer shall be responsible for the removal of any
remaining shipping materials after delivery to each Site.
 3.2
    
    Delivery and Shipping Arrangements.
 (a)
    
    Turbine Supplier shall deliver the Turbines and other Supply Items described in
each TPO to the Designated Delivery Location on or before the Delivery Date specified
in the Delivery and Completion Schedule attached as Exhibit B-2 to the TPO.
The Designated Delivery Location shall be a port of entry on the west coast of the
United States selected by Buyer, unless otherwise agreed by Turbine Supplier. The
Delivery Date specified in the TPO shall be not less than four (4) weeks nor more than
fifty-six (56) weeks after the date the TPO is delivered to
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Turbine Supplier. Turbine Supplier shall manage and pay the cost of the transportation and insurance of the
Turbines and other Supply Items between Turbine Suppliers factory and the Designated
Delivery Location and shall deliver the Turbines and the other Supply Items FOB
Designated Delivery Location; provided, however, that the cost of transportation from
the port of embarkation in China to the Designated Delivery Location and the cost of
insurance related such transportation shall be in addition to the Purchase Price for
each Turbine specified in Section 5.1. Turbine Supplier shall not ship any
Turbine or other Supply Item until and unless it has complied with the requirements of
Article 14, but failure to comply with Article 14 shall not relieve
Turbine Supplier of its obligations to delivery the Turbines and other Supply Items to
the Designated Delivery Location by the Delivery Date. Buyer will cooperate with and
assist Turbine Supplier in arranging for shipment and insurance from the port of
embarkation in China to the Designated Delivery Location. Buyer shall be responsible
for transportation of the Turbines and other Supply Items from the Designated Delivery
Location to the Sites at its own expense and for unloading each Supply Item upon its
arrival at the applicable Site.(b)
    
    For purposes of this Master Agreement, Delivery of each individual Supply
Item shall be deemed to have occurred when Turbine Supplier makes the Supply Items
available in accordance with the requirements of this Master Agreement and the TPO at
the Designated Delivery Location, but receipt of the Turbines and Supply Items at the Designated Delivery Location shall not be deemed acceptance of
the Turbines and Supply Items by Buyer. Buyer reserves all rights to inspect the
Turbines and Supply Items, to assert any non-compliance of the Turbines and Supply
Items with the requirements of the Master Agreement Documents and to reject any
Turbines and Supply Items as non-conforming after they have arrived at the Site and
been unloaded and unpacked. Ownership and risk of loss shall pass to Buyer in
accordance with Section 8.2.
 3.3
    
    Inspection Prior To Shipment. Without limiting Buyers other rights to inspect and
accept or reject Turbines and other Supply Items delivered by Turbine Supplier hereunder,
Buyer shall have the right to inspect the Turbines and other Supply Items before they are
shipped; provided, however, that no such inspection or failure to inspect shall constitute
acceptance of the Turbines and other Supply Items nor constitute a waiver of any of Buyers to
inspect the Turbines and other Supply Items when they are delivered to the Designated Delivery
Location or to the Site and to reject any non-conforming items delivered by Turbine Supplier.
Turbine Supplier shall notify Buyer not less than fifteen (15) Business Days before the
Turbines and other Supply Items are ready to be packed for shipping and shall cooperate with
Buyer in arranging for an inspection by Buyer or Buyers representative of the Turbines and
other Supply Items before they are packed for shipping.
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ARTICLE 4  BUYERS RESPONSIBILITIES
 4.1
    
    Acceptance of Major Components. Turbine Supplier shall use commercially reasonable efforts to notify Buyer at least ten
(10) Business Days prior to each Major Component being Delivered to the Designated Delivery
Location. Provided Buyer timely receives Notice of Delivery of the Major Components as
described above, Buyer shall, on the date(s) specified in such Notice, make personnel
available to receive the Major Components at the Designated Delivery Location. If Buyer
fails to cause its personnel to be available to take possession of the Major Components,
then Buyer shall promptly reimburse Turbine Supplier for any expenses incurred by Turbine
Supplier for the temporary storage of such Major Components at the Designated Delivery
Locations and any demurrage charges relating to the delay. Notwithstanding Delivery of the
Major Components to the Designated Delivery Point, no Major Components shall be deemed
accepted by Buyer until they have been delivered to the relevant Site and unpacked and Buyer
has had a reasonable opportunity to inspect and test such Major Components as provided in
this Master Agreement.
 4.2
    
    Storage and Maintenance of Major Components. Once the Major Components are Delivered at the Designated Delivery Location, Buyer
shall properly handle the Major Components pending installation of such components in
the relevant Project. Buyer shall ship, unload, store and safeguard the equipment,
materials and supplies to be delivered pursuant to this Master Agreement in accordance with
Prudent Engineering and Operating Practices. Buyer shall provide an appropriate on-Site
location for Turbine Suppliers equipment and supplies needed to perform Turbine Suppliers
Work. Buyer shall be liable for the repair of any damage to the Turbines to the extent
caused by the failure to properly store and maintain the Major Components once they have
been Delivered as provided in Section 4.1.
 4.3
    
    Construction of Project. Buyer shall be responsible for performing the following work in connection with for the
construction of the relevant Project:
 (a)
    
    Site Data. Buyer shall provide a Site survey and Site layout drawings
showing locations of each Turbine, access roads, underground utilities, electrical
substations, rights of way, operations and maintenance facilities, and meteorological
monitoring towers.(b)
    
    Support Personnel. Buyer shall provide qualified personnel in
sufficient number to perform all lock-out-tag-out (LOTO), switching, high voltage,
startup and testing activities including the installation and commissioning phases of
the Work.
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(c)
    
    Truck Staging Area and Lay-down/Storage Area. Buyer shall provide a
secure truck staging area and a secure lay-down/storage area to protect, manage and
control delivered inventory. The truck staging area shall be sufficient to accommodate
the maximum scheduled daily rate of deliveries.(d)
    
    Roads Design and Loads. Buyer shall provide an access road to the Site
from the public roads, and roads and crane pads within the Site in accordance with the
Technical Specifications prior to scheduled delivery of the Major Components.(e)
    
    Foundations. Buyer shall design and construct the foundations in
accordance with the Technical Specification, the standard load documents and foundation
bolt drawing provided by Turbine Supplier.(f)
    
    Towers. Buyer shall install and erect, or caused to be installed and
erected, the Towers at the Site based on specifications for the Towers provided to
Buyer by Turbine Supplier.(g)
    
    Mechanical Completion. Within fifteen (15) days after the Effective
Date, the Parties shall agree upon a Turbine Mechanical Completion Protocol and shall
attach it to this Master Agreement as Exhibit D-1. Buyer shall assemble and
install the Turbines and the SCADA System and shall cause Turbine Mechanical Completion to occur in accordance with the Turbine Mechanical Completion Protocol.(h)
    
    Backfeed Power and Grid Availability. Buyer shall arrange with the
relevant utilities to provide continuous power and to accept continuous power generated
by the Turbines by the dates specified in the applicable Delivery and Completion
Schedule.(i)
    
    Remote Connectivity/Electronic Communication. Buyer shall provide
connections for each Turbine to the On Site Monitoring (OSM) system, according to the
Technical Specification. Buyer shall also provide and maintain a dedicated connection
for the SCADA system in accordance with the Technical Specification.(j)
    
    Fiber-Optic Cables. Buyer shall provide a complete fiber optic network
in compliance with the minimum SCADA requirements established in the Technical
Specifications.(k)
    
    Installation Consumables. In connection with its obligation to cause
Turbine Mechanical Completion to occur as provided in Section 4.3(g) above,
Buyer shall provide the Installation Consumables specified by Turbine Supplier as
provided in Section 2.6.
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(l)
    
    Permits. Buyer shall be responsible for obtaining all necessary
Permits for each Project.(m)
    
    Inland Transportation. Buyer shall be responsible for inland
transportation of the Turbines and other Supply Items as provided in Section
3.2.
 4.4
    
    Buyers Representative. For each Project, Buyer shall designate a representative (Buyers
Representative) who shall be acquainted with such Project and have the authority to
administer this Master Agreement and the applicable TPO on behalf of Buyer, to agree upon
procedures for coordinating Buyers efforts with those of Turbine Supplier, to furnish
information, when appropriate, to Turbine Supplier and to agree to an individual Scope
Change Order up to a value to be specified by Buyer to Turbine Supplier by separate written
notice. Any Notice, approval, objection, assurance, inspection, delivery, certification,
acknowledgment or similar action under this Master Agreement given or received by the
Buyers Representative shall be effective to bind Buyer (subject to any limits specified by
Buyer).4.5
    
    Buyers Insurance. Buyer shall maintain and shall cause its Subcontractors to maintain, the insurance set
forth in Article 14.
 ARTICLE 5  PRICE AND PAYMENT
 5.1
    
    Price. The Purchase Price payable for each Turbine shall be Ten Million Chinese yuan
(¥10,000,000), less the Purchase Price Adjustment, and the Purchase Price for all other
Supply Items and Services committed under Section 2.1 shall be as set forth on
Exhibit B-3 to each Turbine Purchase Order. The cost of transportation from the
port of embarkation in China to the Designated Delivery Location and the cost of insurance
related such transportation shall be specified on Exhibit B-3 to each Turbine
Purchase Order and shall be added to the Purchase Price for each Turbine as provided in
Section 3.2. Within forty-five (45) days after the Effective Date (or such longer
period as may be agreed by Turbine Supplier and Buyer), the Parties shall agree upon a price
list for all Supply Items and Services (except that the price for the Turbines shall be as
set forth above in this Section 5.1) and shall attach it to this Master Agreement as
Exhibit B-3. The Purchase Price shall be the full price payable for each Turbine
and all related Supply Items and Services.
 5.2
    
    Payment Terms.(a) The total Purchase Price for each of the Initial Turbines (including related Supply
Items and shipping and insurance costs as provided in Section 5.1) described in
Section 2.1(a)(i) shall be payable as follows:
 (i)
    
    10% within five (5) Business Days after delivery of the TPO;
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(ii)
    
    10% within five (5) Business Days after Turbine Supplier
notifies Buyer that it was begun manufacturing the Turbines described in the
TPO;(iii)
    
    20% within five (5) Business Days after Turbine Supplier
notifies Buyer that the Turbines described in the TPO are ready to be shipped
and has provided Buyer a bill of lading showing that the Turbines have been
loaded on board a vessel for delivery to the Designated Delivery Location;(iv)
    
    20% within five (5) Business Days after the Turbines described
in the TPO have been delivered to the Designated Delivery Location and have
been received by Buyer;(v)
    
    20% within five (5) Business Days after Turbine Mechanical
Completion is achieved for the Turbines described in the TPO and the SCADA
System has been installed and is operational; and(v)
    
    20% within five (5) Business Days after Completion and SCADA
Completion are achieved with respect to the Turbines described in the TPO.
 (b) The total Purchase Price for each Turbine (including related Supply Items and shipping
and insurance costs as provided in Section 5.1) other than the Initial Turbines
shall be payable as follows
 (i)
    
    10% within five (5) Business Days after delivery of the TPO;(ii)
    
    20% within five (5) Business Days after Turbine Supplier
notifies Buyer that it was begun manufacturing the Turbines described in the
TPO;(iii)
    
    50% within five (5) Business Days after Turbine Supplier
notifies Buyer that the Turbines described in the TPO are ready to be shipped
and has provided Buyer a bill of lading showing that the Turbines have been
loaded on board a vessel for delivery to the Designated Delivery Location;(iv)
    
    10% within five (5) Business Days after Turbine Mechanical
Completion is achieved for the Turbines described in the TPO and the SCADA
System has been installed and is operational; and(v)
    
    10% within five (5) Business Days after Completion and SCADA
Completion are achieved with respect to the Turbines described in the TPO.
 5.3
    
    Payment Security. Concurrently with making the payment under Section
5.2(a)(iii) or Section 5.2(b)(iii), as applicable, Buyer shall deliver to Turbine
Supplier an irrevocable
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Letter of Credit in the form of Exhibit I-1 in the amount of
the Purchase Price then remaining unpaid. Turbine Supplier may hold the Letter of Credit as
security for payment of the remaining portion of the Purchase Price in accordance with the
terms of the Master Agreement Documents.5.4
    
    Payment of Subcontractors. Turbine Supplier shall promptly pay each of its Subcontractors the amount to which said
Subcontractor is entitled and shall indemnify and hold harmless Buyer from any loss, cost,
expense (including reasonable attorneys fees) or liability, including liens, arising from
Turbine Suppliers failure to pay its Subcontractors. Turbine Supplier shall obtain a lien
waiver from each Subcontractor in connection with each payment made by Buyer hereunder and
upon completion of Work on the relevant Project. In lieu of a lien waiver, Turbine Supplier
may provide a lien bond or other security at the time each payment is made by Buyer
hereunder and upon completion of Work on the relevant Project.
 5.5
    
    Payment or Use Not Acceptance. No payment to Turbine Supplier or any use of a Turbine or other Supply Item by Buyer
shall constitute an acceptance of any defect in any of the Major Components or any of the
materials furnished by Turbine Supplier or Subcontractors hereunder or relieve Turbine
Supplier of any of its obligations or liabilities under this Master Agreement.
 ARTICLE 6  COMPLETION
 6.1
    
    Completion. After delivery of the Turbines and other Supply Items and Turbine Mechanical Completion
has been achieved, Turbine Supplier shall achieve Completion or cause Completion to be
achieved, by the Completion Dates set forth in the Delivery and Completion Schedule attached
as Exhibit B-2 to the applicable TPO.6.2
    
    Mechanical Completion. Upon completion of the Turbine Mechanical Completion Protocol and achieving Turbine
Mechanical Completion of any Turbine delivered hereunder, Buyer shall provide to Turbine
Supplier a written notice of Turbine Mechanical Completion in the form attached as
Exhibit E-1 (Turbine Mechanical Completion Certificate).6.3
    
    Turbine Commissioning. Within forty-five (45) days after the Effective Date (or such longer period as may be
agreed by Turbine Supplier and Buyer), the Parties shall agree upon a Turbine Commissioning
Protocol and shall attach it to this Master Agreement as Exhibit D-2. Upon receipt of the Turbine Mechanical Completion Certificate, Turbine Supplier shall proceed with
Turbine Commissioning of the Turbines pursuant to the Turbine Commissioning Protocol. Upon
Completion of Turbine Commissioning, Turbine Supplier shall submit to Buyer the completed
checklists for the Turbine Commissioning Protocol and the Turbine Completion Certificate set
forth in Exhibit E-2.
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6.4
    
    Commissioning of SCADA System. Within forty-five (45) days after the Effective Date (or such longer period as may be
agreed by Turbine Supplier and Buyer), the Parties shall agree upon a SCADA Commissioning
Protocol and shall attach it to this Master Agreement as Exhibit D-5. Promptly
following the installation of the SCADA System, Turbine Supplier shall commence
commissioning the SCADA System in accordance with the SCADA Commissioning Protocol. Upon
completion of commissioning of the SCADA System, Turbine Supplier shall deliver to Buyer a
commissioning certificate with respect to the SCADA System in the form of Exhibit
E-6.6.5
    
    Completion of All Turbines. When all Turbines have achieved Turbine Completion, Turbine Supplier shall issue to Buyer
a Final Turbine Completion Certificate in the form attached hereto as Exhibit E-3.6.6
    
    Post-Completion Sign-Off. Within forty-five (45) days after the Effective Date (or such longer period as may be
agreed by Turbine Supplier and Buyer), the Parties shall agree upon a Turbine Reliability
Test Protocol and acceptance criteria and shall attach them to this Master Agreement as
Exhibit D-3 and Exhibit D-6, respectively. Promptly following Turbine
Completion of each Turbine, and on not less than five (5) Business Days prior to Notice to
Buyer, Turbine Supplier shall conduct the Turbine Reliability Test Protocol. Upon
successful completion of the Turbine Reliability Tests, Turbine Supplier will issue to Buyer
a certificate substantially in the form attached as Exhibit E-4 certifying that such
Turbine (i) has passed the Turbine Reliability Tests accompanied by Turbine Suppliers
results from the applicable Turbine Reliability Tests, (ii) has been constructed in
accordance with the Technical Specifications, and (iii) has satisfied the acceptance
criteria set forth in Exhibit D-6.6.7
    
    Final Sign-Off. Within forty-five (45) days after the Effective Date (or such longer period as may be
agreed by Turbine Supplier and Buyer), the Parties shall agree upon a Project Reliability
Test Protocol and shall attach it to this Master Agreement as Exhibit D-4. When
Turbine Supplier has successfully completed the Turbine Reliability Tests for each
individual Turbine, and upon not less than five (5) Business Days prior Notice to Buyer,
Turbine Supplier shall conduct the Project Reliability Test Protocol. Upon successful
completion of the Project Reliability Test, Turbine Supplier shall issue to Buyer a Final
Sign-Off Certificate substantially in the form attached as Exhibit E-5 certifying
that the Project Reliability Test has been successfully completed.6.8
    
    Buyers Right to Inspect. Buyer and any of its authorized representatives shall have the right to inspect the
Supply Items concurrent with their Delivery and, upon at least one (1) Business Days
Notice, may visit Turbine Suppliers manufacturing facilities and/or assembly facilities for
such purpose and may inspect the results of all quality control tests and inspections
performed by Turbine Supplier, subject in all cases to Turbine Suppliers confidentiality
requirements and reasonable safety precautions, and so long as such inspection and presence
does not unreasonably interfere with or delay the completion or
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delivery of the Supply Items or Turbine Suppliers performance of its obligations hereunder.
 6.9
    
    Failure to Agree on Protocols and Scope of Services. All protocols and the scope of
all Services to be agreed to by the Parties after the Effective Date shall be consistent with
Prudent Engineering and Operating Practices. If Turbine Supplier and Buyer are unable to
reach agreement within forty-five (45) days after the Effective Date (or such longer time as may be agreed by Turbine Supplier and Buyer) with respect to the Turbine Mechanical
Completion Protocol (Exhibit D-1), the Turbine Commissioning Protocol (Exhibit D-2), the
Turbine Reliability Test Protocol (Exhibit D-3), the Project Reliability Test Protocol
(Exhibit D-4), the SCADA Commissioning Protocol (Exhibit D-5), the Acceptance Criteria
(Exhibit D-6), the scope of training services (Exhibit C-1) or the scope of Maintenance
Services (Exhibit C-2), either Party may submit any disagreements to dispute resolution
pursuant to Section 10.1. Buyer shall also have the right, in its sole discretion,
after the expiration of any period for agreement on such items specified in this Master
Agreement (including any extensions agreed to by the Parties), to terminate this Master
Agreement upon written notice to Turbine Supplier.
 ARTICLE 7  WARRANTIES AND GUARANTEES
 7.1
    
    Warranty.
 (a)
    
    Warranty Period. Turbine Supplier shall warrant each Turbine and its
associated Supply Items and Services on the terms set forth herein from the Effective
Date of this Master Agreement until twenty-four (24) months after Final Turbine
Completion under each Turbine Purchase Order for all Turbines covered by such Turbine
Purchase Order (the Warranty Period).(b)
    
    Warranty. Turbine Supplier warrants to Buyer that during the Warranty
Period: (i) the Turbine and other Supply Items to be delivered hereunder shall be
designed and fit for the purpose of generating electric power when operated in
accordance with the specific operation instructions submitted by Turbine Supplier to
Buyer prior to the start of the Warranty Period and Prudent Engineering and Operating
Practices and shall be free from defects in design, material, workmanship and title;
and (ii) Services shall be performed in a competent, diligent manner in accordance with
the mutually agreed specifications and Prudent Engineering and Operating Practices.(c)
    
    Remedy. If any Turbine, Supply Item or Service does not meet the above
warranties during the Warranty Period, Buyer shall promptly notify Turbine Supplier in
writing and shall promptly provide Turbine Supplier access to the affected Turbines or
other Supply Items and make them available for correction.
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Turbine Supplier, at its expense, shall thereafter as soon as reasonably possible correct any warranty defect by
repairing or replacing (at its option) the defective parts of any Turbine or other
Supply Item or by re-performing any defective Services. Turbine Supplier shall be
responsible for the installation of any repaired or replacement part. If a defect in a
Turbine or other Supply Item cannot be corrected by Turbine Suppliers reasonable
efforts, the Parties will use reasonable efforts to negotiate a mutually agreeable
equitable adjustment in price with respect to such Turbine or Supply Item or part thereof, but if agreement cannot be
reached within 30 days (or longer if agreed by both Parties) and Turbine Supplier
has not corrected the warranty defect, the price adjustment shall be submitted to
dispute resolution pursuant to Article 10.(d)
    
    Warranty on Remedial Work. Any re-performed service or repaired or
replacement parts furnished under this warranty shall carry warranties on the same
terms as set forth above, except that the warranty period shall be extended for an
additional twenty-four (24) months from the date of such re-performance, repair or
replacement. In any event, the warranty period and Turbine Suppliers responsibilities
set forth herein for such repaired or replacement part shall end not later than
twenty-four (24) months after expiry of the initial Warranty Period.(e)
    
    Exclusions. Subject to (b) above, Turbine Supplier does not warrant
the Turbines or other Supply Items or any repaired or replacement parts against normal
wear and tear, including that due to environment or operation. The warranties and
remedies set forth herein are further conditioned upon (i) the proper storage,
installation, operation, and maintenance of the Turbines or other Supply Items and
conformance with the operation instruction manuals (including revisions thereto)
provided by Turbine Supplier and/or its Subcontractors, as applicable and (ii) the
maintenance throughout the Warranty Period of connectivity for remote monitoring as
described in the Technical Specifications. Buyer shall keep proper records of
operation and maintenance during the Warranty Period.(f)
    
    Exclusive Remedies and Warranties. Except for the Power Curve
Percentage Guarantee, the Sound Level Guarantee and the Availability Guarantee
described below, the preceding paragraphs of this article set forth the exclusive
remedies for all claims based on failure of or defect in the Turbines and other Supply
Items and Services provided under this Master Agreement, whether the failure or defect
arises before or during the Warranty Period and whether a claim, however instituted, is
based on contract, indemnity, warranty, tort (including negligence),strict liability or
otherwise. The foregoing warranties are exclusive and are in lieu of all other
warranties and guarantees whether written, oral, implied or statutory. NO IMPLIED
STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
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7.2
    
    Power Curve Percentage.
 (a)
    
    Guarantee. If a Nominated Turbine other than an Initial Turbine is
tested, in accordance with the Technical Specifications and subject to the conditions
therein specified, Turbine Supplier guarantees that such Turbine will achieve (i)
within the first twelve (12) months after Final Turbine Completion under the Turbine
Purchase Order that included such Nominated Turbine, ninety-five percent (95%)
and (ii) thereafter, ninety-seven percent (97%) of the Nominal Calculated Energy
(Power Curve Percentage Guarantee). The Nominal Calculated
Energy will be defined in the Technical Specifications based upon the
representative wind speed distribution agreed by the Parties and the Calculated
Power Curve included in the Technical Specifications. If a Turbine other than an
Initial Turbine fails to achieve the Power Curve Percentage Guarantee after
completion of the Turbine Reliability Tests or a subsequent test as provided in
Section 7.2(b) below, Turbine Supplier shall pay to Buyer as liquidated
damages, and not as a penalty, a sum calculated in accordance with Section
7.2(d).(b)
    
    Power Curve Tests. To demonstrate that the Power Curve Percentage
Guarantee has been fulfilled, Buyer may elect at its own expense to cause one or more
the Nominated Turbines (not including the Initial Turbines) to be tested by a qualified
testing authority, reasonably acceptable to Turbine Supplier. The initial test must
commence within eighteen (18) months of Turbine Completion, and Buyer shall give
Turbine Supplier at least ten (10) Business Days Notice prior to commencing any
testing. Turbine Supplier will be afforded an opportunity to perform inspections and
maintenance prior to and during the test, including but not limited to cleaning of
rotor blades. If the test results meet the Power Curve Percentage Guarantee, the Power
Curve Percentage Guarantee shall be deemed satisfied. If these criteria are not met,
Turbine Supplier may request one additional test within one hundred twenty (120) days
of the initial test and shall be entitled to undertake adjustments to the Nominated
Turbines for a period of at least thirty (30) days prior to conducting such additional
test.(c)
    
    Liquidated Damages. If the initial or additional test of the Nominated
Turbines fails to demonstrate the Power Curve Percentage Guarantee has been satisfied,
Turbine Supplier shall pay to Buyer as liquidated damages, and not as a penalty, a sum
calculated in accordance with the following formula:
 [PPG (95% or 97%, as applicable)  Test Result (xx.xxx%)] x Power Curve LD Rate x
Number of Turbines other than Initial Turbines in a TPO x Deficiency Years
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PPG= Power Curve Percentage Guarantee (95% or 97%, as applicable)Test Result= average of upper confidence level of all Nominated Units, expressed as a
percentage (%) as defined in the Technical SpecificationsPower Curve LD Rate= The rate (expressed in CNY) per Turbine per year to be agreed by the
Parties for each percent in power curve deficiency, prorated per hundredth of a percent.
Such rate shall be agreed to by the Parties in connection with each TPO delivered hereunder.Deficiency Years= the time period (pro-rated) between the date of Turbine Completion and
the first to occur of (i) the date that a test demonstrates the Nominated Units meet the
Power Curve Percentage Guarantee, or (ii) the end of the Warranty Period
 (d)
    
    Aggregate Damages. Turbine Suppliers aggregate liability hereunder
for liquidated damages for failure to achieve the Power Curve Percentage Guarantee for
all Turbines in a Turbine Purchase Order shall not exceed ten percent (10%) of the
total Purchase Price for all Turbines (including other Supply Items, shipping and
insurance) covered by such Turbine Purchase Order (as adjusted to give effect to any
Scope Change Orders).
 7.3
    
    Sound Level.
 (a)
    
    Guarantee. Turbine Supplier guarantees that the sound emitted from a
Turbine other than an Initial Turbine shall not exceed the sound level guarantee set
forth in the Technical Specifications (the Sound Level Guarantee). In the
event Buyer doubts a Turbines (other than an Initial Turbines) compliance with the
Sound Level Guarantee, Buyer may, at is option, have the sound level measured by an
accredited test laboratory in accordance with the testing guidelines established in the
Technical Specifications. Buyer shall provide Turbine Supplier with written notice at
least five (5) Business Days prior to the commencement of the noise measurement test.
Such testing to verify the sound level guarantee (if conducted) shall be completed no
later than six (6) months after Turbine Completion.(b)
    
    Sound Tests. If Buyer demonstrates that any Turbine other than an
Initial Turbine fails to meet the Sound Level Guarantee, Turbine Supplier shall take
such corrective action will result in the Turbine achieving the guaranteed sound level,
including adjustments to controls or operating parameters. Turbine Supplier shall pay
all related costs of such corrective action, including Buyers reasonable costs of
measurement and re-measurement of the sound level.(c)
    
    Damages. If Turbine Supplier is unable to make such repairs,
modifications or adjustments to the Turbines other than the Initial Turbines as are
necessary to cause the Turbines to meet the Sound Level Guarantee, Buyer shall pay
liquidated
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damages at an agreed rate per MW per Turbine, rounded to the nearest 0.01 MW, for the amount by which the operating levels of the Turbines must be reduced in
order to comply with the Sound Level Guarantee. Such rate shall be agreed to by the
Parties in connection with each TPO delivered hereunder.
 7.4
    
    Availability Guarantee.
 (a)
    
    Guarantee. During the Availability Term, Turbine Supplier warrants
that the Measured Average Availability for all Turbines other than the Initial Turbines
for a Production Period will not be less than the Guaranteed Average Availability for
such Turbines for such Production Period (the Availability Guarantee). Production Period means each twelve (12) month period beginning on the
date of Final Turbine Completion and each anniversary thereof during the
Availability Term. Availability Term means the five (5) year period
beginning on the date of Final Turbine Completion. The SCADA System shall be
designed and installed by Turbine Supplier to measure and record the Availability of
each Turbine other than an Initial Turbine for each month during the Availability
Period in a manner that is retrievable from the SCADA System.(b)
    
    Calculation. During the Availability Term, Supplier shall calculate
the Measured Average Availability based on the formula set forth below within thirty
(30) days after the end of each Production Period. Measured Average
Availability or MAA (expressed as a percentage between 0-100% and
rounded to the nearest 0.1%) means the average Availability of all Turbines other than
the Initial Turbines subject to a given TPO, measured over the relevant Production
Period. Availability means, for any Turbine other than an Initial Turbine
over any applicable period, the number of Available Hours for such Turbine in such
period divided by the Total Hours in such period. Available Hours means the
total number of hours in a period that a Turbine other than an Initial Turbine is ready
and available for operation and the production of energy. Total Hours means
the total number of hours in a period (8760 hours in a Production Period) less the
Uncontrollable Unavailable Hours in such period. Uncontrollable Unavailable
Hours in a period means the total number of hours in such that a Turbine other
than an Initial Turbine is not ready and available for operation and the production of
energy as a result of (i) Force Majeure, (ii) emergencies, (iii) failure of the
electric transmission or distribution system to which the Turbine is connected, (iv)
wind speeds below cut-in speeds, above cut-out speeds or above re-starting speeds as
set forth in the Technical Specifications, (v) weather conditions beyond those
indicated in the O&M Manual or Safety Manual for the Turbine, (vi) Buyers failure to
provide Turbine Supplier access to the Site, (vii) the inability of the Turbine
Supplier to access the SCADA System, or (viii) modifications to a Turbine by a Person
other than the Turbine Supplier or a Person acting at the direction, under the control
or with the permission of the Turbine Supplier.
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Turbine Supplier shall report the Measured Average Availability that it calculates for each Production Period to Buyer
within thirty (30) days after the end of each Production Period.(c)
    
    Liquidated Damages. The Guaranteed Average Availability or
GAA shall be ninety-five percent (95%) for the first Production Period and
ninety-seven percent (97%) for each subsequent Production Period during the
Availability Term. If, for any Production Period, the Measured Average Availability is
less than the Guaranteed Average Availability for such Production Period, Turbine
Supplier shall pay Availability Liquidated Damages (Availability LDs) to
Buyer within thirty (30) days after the end of the applicable Production Period in
accordance with the following formula:Availability LDs = [GAA-MAA] * LD Rate * Total Hours * Total Capacitywhere LD Rate = The rate (expressed in CNY) per MWh to be agreed by the Parties for
each MWh of Availability shortfall. Such rate shall be agreed to by the Parties in
connection with each TPO delivered hereunder.
 Total Capacity = the aggregate nameplate capacity of all Turbines (not
including the Initial Turbines) included in the calculation
 (d)
    
    Aggregate Damages. Turbine Suppliers aggregate liability hereunder
for liquidated damages for failure to achieve the Availability Guarantee for all
Turbines in a Turbine Purchase Order shall not exceed ten percent (10%) of the total
Purchase Price for all Turbines other than the Initial Turbines (including other Supply
Items, shipping and insurance) covered by such Turbine Purchase Order (as adjusted to
give effect to any Scope Change Orders).
 7.5
    
    Serial Defect. A Serial Defect shall be deemed to exist if during the
Warranty Period twenty percent (20%) or more of the same part or component in Supply Items
purchased under the Master Agreement contain the same Defect (Threshold Percentage).
If the incidence of a Defect equals or exceeds the Threshold Percentage, Buyer shall notify
Turbine Supplier and Turbine Supplier shall perform a thorough investigation of all Supply
Items as soon as possible after such Notice and shall repair or replace the defective part or
item in all Turbines and other Supply Items supplied hereunder. If there is a dispute whether
the Defect is a Serial Defect, the dispute shall be determined by an Independent Engineer
mutually selected by both Parties. In the event of the discovery of a Serial Defect during
the original Warranty Period the Warranty Period for the part or component containing the
Serial Defect shall be extended an additional twenty-four (24) months beyond the expiration of
the Warranty Period.
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ARTICLE 8  TITLE; RISK OF LOSS
 8.1
    
    Title.Turbine Supplier warrants and guarantees that legal title to and ownership of the
Turbines and other Supply Items shall be free and clear of any and all liens, claims,
security interests or other encumbrances when title thereto passes to Buyer, except for
those liens Turbine Supplier holds as a result of non-payment by Buyer. Title to all
materials, equipment, supplies and other elements of the Work shall pass to Buyer upon the
date such materials, equipment, supplies and other elements are delivered to the Designated
Delivery Location.8.2
    
    Risk of Loss.Responsibility for risk of loss to all materials, equipment, supplies and other
elements of the Work shall pass to Buyer upon transfer of title under Section 8.1.
However, if after risk of loss has passed to Buyer, damage to the Turbines, other Supply
Items or the Project results from the fault of Turbine Supplier or its Subcontractors,
Turbine Supplier shall repair and restore the affected portion of the relevant Turbine,
Supply Item or Project at its cost and expense, provided that Buyer agrees to make
available to Turbine Supplier any and all insurance proceeds (and rights to bring claims
under Buyers insurance policies) which may apply to any such damage.
 ARTICLE 9  DAMAGES; LIMITATION OF LIABILITY
 9.1
    
    Delay Damages.
 (a)
    
    Delay Liquidated Damages. The Parties acknowledge that Buyer will
suffer damages that would be difficult to ascertain if Turbine Supplier (i) does not
deliver the Turbines by the Delivery Date(s) set forth in the applicable Delivery and
Completion Schedule or (ii) does not achieve Final Turbine Completion, or cause Final
Turbine Completion to be achieved, by the Completion Date(s) set forth in the
applicable Delivery and Completion Schedule. Except to the extent Turbine Suppliers
delay is the result of a Buyer Caused Delay or a Force Majeure Event, Turbine Supplier
shall pay Buyer (I) late delivery damages in the amount of Seven Thousand Four Hundred
Chinese yuan (¥7400) per Turbine per Day (Delivery Delay Liquidated Damages)
for each Day a Turbine is delivered later than its scheduled Delivery Date, and (II)
late completion damages in the amount of Seven Thousand Four Hundred Chinese yuan
(¥7400) per Turbine per Day (Completion Delay Liquidated Damages) for each
Day Final Turbine Completion is later than the scheduled Completion Date. (Delivery
Delay Liquidated Damages and Completion Delay Liquidated Damages taken together
are referred to herein as Delay Liquidated Damages.) The Parties
acknowledge and agree that the Delay Liquidated Damages set forth above are a
reasonable estimate of the lost income and damage Buyer shall suffer due to late
delivery.
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The Delay Liquidated Damages shall be Buyers sole and exclusive remedy
with respect to such delivery or completion delays.
 (b)
    
    PTC Deadline. The Parties further acknowledge that Buyer may suffer
damages that will not be compensated for by the Delay Liquidated Damages described
above if Turbine Supplier does not (i) deliver the Turbines by the later of the
Delivery Date specified in the TPO or nine (9) months prior to the PTC Deadline, or
(ii) achieve Final Turbine Completion, or cause Final Turbine Completion to be
achieved, by the PTC Deadline. Accordingly, if the Turbines specified in a Turbine
Purchase order are not delivered within the time period described in clause (i) or if
Buyer reasonably believes that Final Turbine Completion is not likely to be achieved by
the PTC Deadline, Buyer shall have the right, in its sole discretion, to suspend
performance of any Turbine Purchase Order for up to nine (9) months or to terminate any
Turbine Purchase Order (either before or after any suspension period). In the case of
a termination of a Turbine Purchase Order as described, Turbine Supplier shall promptly
refund all portions of the Purchase Price or other amounts paid by Buyer to Turbine
Supplier in connection with such Turbine Purchase Order. Notwithstanding termination
of any particular Turbine Purchase order, this Master Agreement shall continue in force
and effect.
 9.2
    
    Performance Damages.
Damages for deficient performances of the Turbines are limited to the damages set forth
in Article 7.9.3
    
    Maximum Delay Liquidated Damages.
Turbine Suppliers maximum liability (i) for Delivery Delay Liquidated Damages with
respect to the Turbines covered by a particular TPO shall not exceed five percent (5%) of
the total Purchase Price for all Turbines (including other Supply Items, shipping and
insurance) covered by such TPO (as adjusted to give effect to any Scope Change Orders)and
(ii) for Completion Delay Liquidated Damages with respect to the Turbines covered by a
particular TPO shall not exceed ten percent (10%) of the total Purchase Price for all
Turbines (including other Supply Items, shipping and insurance) covered by such TPO (as
adjusted to give effect to any Scope Change Orders). Turbine Supplier may, at its option,
agree to pay Delay Liquidated Damages in excess of the foregoing limit in order to avoid a
default under Section 15.1.9.4
    
    Maximum Liability.
Turbine Suppliers maximum liability for damages under Sections 7.1, 7.2, 7.3, 7.4
and 9.1(a) with respect to the Turbines covered by a particular TPO shall not exceed an
aggregate amount equal to twenty-five percent (25%) of the total Purchase Price for all
Turbines (including other Supply Items, shipping and insurance) covered by such TPO
(as adjusted to give effect to any Scope Change Orders). However, such limitation of
liability shall not apply to (i) the failure to deliver (as opposed to delay in delivering)
the Turbines or any other Supply Items to be delivered hereunder, (ii) any breach by Turbine
Supplier of its covenants or representations under Sections 2.12, 13.2 or 21.1(e)
(relating to intellectual property rights) or elsewhere in this Master Agreement
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relating to
Turbine Suppliers right or ability to sell and deliver and Buyers right to use the
Turbines and other Supply Items provided for hereunder, or (iii) any liability to third
parties (i.e. excluding Buyer and its Affiliates), including any liability under Article
13 (Indemnification), as the result of any negligence or greater fault or breach of this
Agreement by Turbine Supplier. In such cases, the maximum aggregate liability of Turbine
Supplier pursuant to this Master Agreement, whether such liability arises in contract, tort
(including negligence), strict liability, warranty, indemnification or any other legal
theory, shall not exceed one hundred percent (100%) of the total Purchase Price of the
relevant TPO (as adjusted to give effect to any Scope Change ) Orders (Liability
Cap).
 9.5
    
    Security.
Within five (5) days of its receipt of a TPO and the payment described in Section
2.1(a)(i) or 2.1(b)(i), Turbine Supplier shall provide Buyer (i) a letter of credit in an
amount equal to five percent (5%)f the total Purchase Price under such TPO in order to
secure Turbine Suppliers performance of its delivery, commissioning and testing obligations
hereunder and (ii) a letter of credit in an amount equal to (A) with respect to the Initial
Turbines ten percent (10%) of the total Purchase Price under such TPO, and (B) with respect
to all other Turbines, twenty-five percent (25%) of the total Purchase Price under such TPO,
in each case in order to secure Turbine Suppliers obligations with respect to the
warranties and guarantees under Article 7 and Delay Damages under Section
9.1. Such letters of credit will be in the form of Exhibit I-2 or such other
form as may be mutually agreed by Turbine Supplier and Buyer. Buyer shall be entitled to
retain the first such letter of credit until the Final Sign-Off Certificate has been
delivered and shall be entitled to retain the second such letter of credit until all
applicable damages or warranty obligations have been performed. Buyer may draw on such
letters of credit for the payment of any damages, including liquidated damages, payable by
Turbine Supplier hereunder. However, the amount of any security provided by Turbine
Supplier shall not be a limit on Turbine Suppliers liability hereunder.9.6
    
    No Consequential Damages.
Except for an indemnity for third party claims, Liquidated Damages provided in this
Master Agreement, and as otherwise expressly provided in this Master Agreement, in no event
shall either Party or its respective partners, successors or assigns be liable (in contract
or in tort, including negligence, strict liability, indemnity and warranty) to the other
Party, or its parent corporation, affiliates, partners, successors or assigns, for special,
indirect, incidental or consequential damages, resulting from such Partys performance,
nonperformance, or delay in performance of its obligations under this Master Agreement, or
from its delay, termination (with or without cause) or suspension of the Work under this
Master Agreement or otherwise in relation to any claim of
infringement of any patent or other licensed intellectual property right (whether by way of
trademark or otherwise).9.7
    
    Warranty Disclaimer.
THE WARRANTIES SET FORTH IN THIS MASTER AGREEMENT AND THE MASTER WARRANTY AGREEMENT ARE
EXCLUSIVE
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AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OF PERFORMANCE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. THERE ARE NO OTHER
WARRANTIES, AGREEMENTS, OR UNDERSTANDINGS, ORAL OR WRITTEN, BEYOND THOSE SET FORTH IN THIS
MASTER AGREEMENT AND THE MASTER WARRANTY AGREEMENT.
 ARTICLE 10  DISPUTE RESOLUTION
 10.1
    
    Independent Engineer.
Subject to Buyers rights under Sections 2.1(b) and 6.9, in the event of a
dispute over the contents of the Technical Specifications, Delivery, Turbine Mechanical
Completion, the Turbine Mechanical Completion Protocol, Turbine Commissioning, the Turbine
Commissioning Protocol, the SCADA Commissioning Protocol, the Turbine Reliability Protocol,
the Project Reliability Protocol, the Acceptance Criteria, Final Sign-Off, the liquidated
damage rates specified in a Turbine Purchase Order with respect to the Power Curve
Percentage Guarantee, the Sound Level Guarantee and the Availability Guarantee, any other
technical matters to be specified or completed in a Turbine Purchase Order, or whether any
breach of warranty occurred, the Parties shall submit the matter to the Independent Engineer
for a determination, whose determination shall be final and binding. The Parties shall
share equally the cost of the Independent Engineer.10.2
    
    Procedure.
In the event a dispute, controversy or claim arises between Buyer and Turbine Supplier
relating to this Master Agreement, the aggrieved Party shall promptly provide written
notification of the dispute to the other Party within ten (10) Days after such dispute
arises. A meeting shall be held promptly between the Parties, attended by representatives
of the Parties with decision-making authority regarding the dispute, to attempt in good
faith to negotiate a resolution of the dispute. If, within twenty-one (21) Days after such
meeting, the Parties have not succeeded in negotiating a resolution of the dispute, the
Parties shall submit the dispute to arbitration in accordance with the applicable rules of
the International Chamber of Commerce.10.3
    
    Hearing Location.
The arbitration hearing shall take place in Singapore, no sooner than thirty (30) but
no more than sixty (60) Days after the selection of the arbitrators.10.4
    
    Binding Decision or Award.
The decision or award of the arbitrator shall be final and binding on both Parties.
Such decision or award may be enforced in any court having jurisdiction over the Party
against whom enforcement is sought. Each Party submits to the jurisdictions of the courts
of the United States of America for enforcement of this Master Agreement. Failure to comply
with the arbitrators decision hereunder shall constitute an event of default hereunder
entitling the prevailing Party to the remedies set
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forth hereunder, in addition to those
which such Party may otherwise be entitled to at law or in equity.10.5
    
    Dispute as to Turbine Completion or Reliability Tests.
In the event that a dispute should arise between Turbine Supplier and Buyer as to
whether or when the requirements for Turbine Completion have been satisfied, or whether or
when the Turbine Reliability Tests or the Project Reliability Tests have been passed, such
dispute shall be resolved by the Independent Engineer within fifteen (15) Days after
requested to do so by either Party.10.6
    
    Continuation of Work.
Pending final resolution of any dispute, Buyer and Turbine Supplier shall continue to
fulfill their respective obligations hereunder; provided that Buyer shall continue to pay
Turbine Supplier (except for disputed amounts) in accordance with the terms of this Master
Agreement.
 ARTICLE 11  FORCE MAJEURE
 11.1
    
    Force Majeure Event.
For the purposes of this Master Agreement, the term Force Majeure Event shall mean
any cause that is unforeseeable as of the date of this Master Agreement and that is beyond
the reasonable control of the Party affected, including (to the extent meeting the foregoing
criteria) natural disasters, fire, lightning in excess of the magnitude covered by any
lightning protection systems, flood, earthquake, explosions, acts of God or the public
enemy, unusually extreme weather conditions, strikes or lockouts (national or regional in
scope), vandalism, blockages, insurrections, riots, war, sabotage, a Change in Law affecting
a Partys performance or ability to perform in the United States, or other action or
inaction (not a Change in Law) by any federal, state, or local legislative body or
executive, administrative, or judicial agency, body, or court, in each case to the extent
affecting a Partys performance or ability to perform in the United States. Notwithstanding
anything to the contrary, Force Majeure Event shall not include (i) any labor disturbance
affecting Turbine Supplier or its Subcontractors, to the extent that such labor disturbance
involves direct employees of Turbine Supplier or its Subcontractors who are performing Work
on the relevant Project, except for strikes or lockouts national or regional in scope, (ii)
the climate for the geographic area of the relevant Project (except for unusually extreme
weather conditions), or (iii) any delay, default or failure (direct or indirect) in
obtaining materials (except as a result of Force
Majeure Event), or failure of performance by any Subcontractor performing any Work (except
as a result of Force Majeure Event).
 11.2
    
    Excused Performance.
If either Party is rendered wholly or partially unable to perform its obligations under
this Master Agreement because of a Force Majeure Event, that Party shall be excused from
whatever performance is affected by the Force Majeure Event to the extent so affected,
subject to and conditioned upon the following:
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(a)
    
    the non-performing Party, by exercise of due foresight, could not reasonably
have been expected to avoid, or that by the exercise of due diligence could not have
been able to overcome, such Force Majeure Event;(b)
    
    the non-performing Party gives the other Party Notice describing the
particulars of the occurrence, promptly and in no event more than five (5) Business
Days after the occurrence of the Force Majeure Event; within ten (10) Business Days
after such occurrence, the non-performing Party shall give the other Party written
Notice estimating the expected duration and probable impact on the performance of such
Partys obligations hereunder, and continues to furnish timely regular reports with
respect thereto during the continuation of the Force Majeure Event;(c)
    
    the suspension of performance shall be of no greater scope and of no longer
duration than is reasonably required by the Force Majeure Event;(d)
    
    the non-performing Party shall exercise all reasonable efforts to mitigate or
limit damages to the other Party;(e)
    
    the non-performing Party shall exercise all reasonable efforts to continue to
perform its obligations hereunder and to correct or cure the event or condition
excusing performance; and(f)
    
    when the non-performing Party is able to resume performance of its obligations
under this Master Agreement, that Party shall give the other Party written Notice to
that effect and shall promptly resume performance hereunder.
 ARTICLE 12  SCOPE CHANGES
 12.1
    
    Scope Changes.
Buyer and Turbine Supplier do not anticipate that changes in the Scope of Work shall be
necessary. However, in the event that a change in the Scope of Work is necessary or
desirable, Buyer, without invalidating this Master Agreement, may order Scope Changes to the
Work to be performed, in which event the Purchase Price, the Delivery Dates and the
Completion Dates may be adjusted accordingly, if necessary. All Scope Changes shall be
authorized by a written Scope Change Order and only Buyer may issue Scope
Change Orders. No order, statement or other conduct of Buyer shall be treated as a Scope
Change until Buyer authorizes such change in writing.12.2
    
    Procedure for Scope Changes.
 (a)
    
    Upon submittal of a written Scope Change Order Request by in the form
attached as Exhibit F by Buyer to Turbine Supplier, Turbine Supplier shall
promptly, but no later than ten (10) Business Days after receipt of the Scope Change
Order Request, notify Buyer and Financing Parties, if any, in writing of
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the options
for implementing the proposed Scope Change (including, if possible, any option that
does not involve an extension of time) and the effect, if any, each such option would
have on, including but not limited to, the Purchase Price, the Delivery Date, the
Completion Date and warranties. Turbine Supplier shall provide a lump sum price for
any Scope Change. If Buyer accepts Turbine Suppliers proposal, Buyer shall issue a
written Scope Change Order covering such proposed Scope Change and incorporating
Turbine Suppliers response, which shall be binding on Turbine Supplier.
 (b)
    
    Turbine Supplier shall not be obligated to proceed with the requested change to
the Scope of Work until the written Scope Change Order has been signed by Turbine
Supplier and Buyer. Turbine Supplier agrees that the mutually agreed upon adjustment
in the Total Contract Price, and/or other provisions as set forth in each Scope Change
Order shall constitute the final and complete compensation and satisfaction for all
costs and scheduled effects related to (i) the implementation of the stated changes and
(ii) the cumulative impact of effects resulting from the stated changes on all prior
Work and changes in the Work to be performed as scheduled. Turbine Supplier expressly
waives any claims for additional compensation, damages or time extension in connection
with the stated changes.
 12.3
    
    Disputed Change Value or Impact.
 (a)
    
    In the event that the Parties cannot agree on the effect of such Scope Change
on the total Purchase Price, the payment schedule, the Delivery Date, the Completion
Date or warranties, Buyer may request in writing that Turbine Supplier proceed with the
Scope Change while the dispute is being resolved in accordance with Article 10.(b)
    
    If the Parties cannot agree on the effect of such Scope Change on the total
Purchase Price and Buyer provides written authorization to proceed with the work
described therein, Turbine Supplier shall proceed with the work and bill for same on a
time and material basis for the Actual Cost of the Work, plus an agreed
mark-up percentage of fifteen (15%). Actual Costs shall consist of (a)
direct labor cost for direct salaries (wages and fringes) of employees actually
performing the work (including working foremen, but excluding all nonworking foremen or
supervisory personnel); (b) subcontract and outside service costs consisting of actual
charges for work and services subcontracted; (c) permanent
material costs consisting of actual invoiced cost to the Turbine Supplier including
delivery to the Designated Delivery Location or the Site, as applicable; (d)
construction machinery and equipment costs for changes during erection only; and
(e) construction equipment which the Turbine Supplier has on the jobsite and
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which
is of a type and size suitable for use in performing the extra work shall be used.
 ARTICLE 13  INDEMNIFICATION
 13.1
    
    General Indemnity.
Each Party (the Indemnifying Party) shall indemnify and hold harmless the
other Party, its partners, members, shareholders, subsidiaries, affiliates, agents,
officers, directors and employees and, in the case of Buyer, the Financing Parties (if any)
(each, an Indemnified Party) from and against any losses, damages or claims,
including reasonable attorneys fees, for injury or death to any person, or damage to any
property to the extent caused by the negligence or willful misconduct of or breach of the
Master Agreement Documents by the Indemnifying Party, its Subcontractors, agents or
employees.13.2
    
    Infringement Indemnity.
Turbine Supplier shall indemnify and hold harmless Buyer, its partners, members,
shareholders, subsidiaries, affiliates, agents, officers, directors and employees and
Financing Parties (if any) (each also an Indemnified Party) from and against any
losses, damages, claims or liability, including reasonable attorneys fees, based upon any
claim of infringement of any patent or other license or intellectual property right (whether
by way of trademark or otherwise) resulting from the manufacture, sale, supply or
importation of the Supply Items or their use to generate electrical energy from wind.13.3
    
    Notice and Legal Defense.
Promptly after receipt by an Indemnified Party of any claim or notice of the
commencement of any action or legal proceeding as to which the indemnity provided for in
Section 13.1 or 13.2 may apply, the Indemnified Party shall notify the
Indemnifying Party in writing; provided, however, the rights of the
Indemnified Party shall not be prejudiced by the failure to give such notice to the extent
failure does not prejudice the rights of the Indemnifying Party. The Indemnifying Party
shall assume the defense of any action or legal proceeding with counsel reasonably
satisfactory to the Indemnified Party; provided, that the Indemnified Party shall
have the right to be represented by advisory counsel of its own selection and at its own
expense. In the event that any conflict of interest arises between the Indemnifying Party
and the Indemnified Party, the Indemnified Party shall have the right to be represented by
separate counsel at the Indemnifying Partys expense.
 ARTICLE 14  INSURANCE
 14.1
    
    General.
Turbine Supplier and Buyer shall procure at their own expense and maintain in full
force and effect during the life of this Agreement, with responsible insurance
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companies
authorized to do business in the relevant jurisdiction, the types and limits of insurance as
set forth on Exhibit _G.14.2
    
    Insurance Certificates.
Within ten (10) Business Days after the Effective Date, each Party shall furnish to the
other Party certificates of insurance showing that the insurance required from Turbine
Supplier is in full force and effect, and further providing that such insurance will not be
canceled, changed or not renewed until the expiration of at least thirty (30) Days (or ten
(10) Days in the case of cancellation due to non-payment of premiums) after written notice
of such cancellation, change or non-renewal has been provided to the other Party.14.3
    
    Cost of Premium.
It is expressly agreed and understood that the cost of premiums for insurance required
by this Article 14 shall be borne by the Party responsible to maintain such
insurance.14.4
    
    Replacement Insurance.
If either Party fails to provide or maintain any insurance required hereunder, the
other Party shall have the right, but not the obligation, to provide or maintain any such
insurance and to deduct the cost thereof from any amounts due and payable to the first
Party. In the event there are no such amounts due and payable, the Party failing to provide
or maintain the required insurance shall reimburse the other Party for such costs on demand.
Should any of the policies required to be maintained become unavailable or be canceled for
any reason during the period of this Agreement, the Party required to provide or maintain
such insurance shall immediately procure replacement coverage.14.5
    
    No Limitation of Liability.
The coverages required by this Article 14 shall not affect or limit either
Partys liability under this Master Agreement.
 ARTICLE 15  TERM AND TERMINATION
 15.1
    
    Turbine Supplier Events of Default.
The occurrence of any one or more of the following events shall constitute an event of
default by Turbine Supplier hereunder (each, a Turbine Supplier Event of Default):
 (a)
    
    Turbine Supplier or any guarantor of Turbine Suppliers obligations makes a
general assignment for the benefit of its creditors or becomes the subject of any
voluntary or involuntary bankruptcy, insolvency, arrangement, reorganization or other
debtor relief proceeding under any Applicable Law, and, in the case of any such
involuntary proceeding, that is not dismissed or stayed within sixty (60) Days after it
is commenced;
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(b)
    
    Turbine Supplier fails to make any undisputed payment required under the Master
Agreement Documents when due, which failure continues for ten (10) Business Days after
written Notice of such non-payment;(c)
    
    any representation by Turbine Supplier under this Master Agreement is false or
misleading in any material respect;(d)
    
    the Turbines in a particular TPO have not achieved Final Turbine Completion by
the Completion Date set forth in the Delivery and Completion Schedule for such TPO
(subject to adjustment as provided in this Agreement), and Turbine Supplier owes the
maximum Delay Liquidated Damages;(e)
    
    Turbine Supplier is in breach of any material provision of, or has failed to
perform any of its material obligations under the Master Agreement Documents, and such
breach or failure continues for thirty (30) Days after written Notice;
provided, however, that if such breach or failure is not reasonably
capable of cure within such thirty (30) Day period, such cure period shall be extended
as reasonably necessary, not to exceed a total of ninety (90) Days, if Turbine Supplier
commences and diligently proceeds to cure such breach or failure; and(f)
    
    any guaranty of Turbine Suppliers obligations, or any letter of credit or
surety bond provided by Turbine Supplier, is in default or ceases to be in full force.
 15.2
    
    Buyer Events of Default.The occurrence of any one or more of the following events shall constitute an event of
default by Buyer hereunder (each, a Buyer Event of Default):
 (a)
    
    Buyer or any guarantor of Buyers obligations makes a general assignment for
the benefit of its creditors, or becomes the subject of any voluntary or involuntary
bankruptcy, insolvency, arrangement, reorganization or other debtor relief proceeding
under any Applicable Law, and, in the case of any such involuntary proceeding, that is
not dismissed or stayed within sixty (60) Days after it is commenced;(b)
    
    Buyer fails to make any undisputed payment required under the Master Agreement
Documents, which failure continues for ten (10) Business Days after written Notice of
such non-payment;(c)
    
    any representation by Buyer under this Master Agreement is false or misleading
in any material respect;
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(d)
    
    Buyers failure to comply with the material provisions of Article 4,
which breach results in a Buyer Delay and such Buyer Delay continues for more than one
hundred eighty (180) Days;(e)
    
    Buyer is in breach of any material provision of, or has failed to perform any
of its material obligations under, the Master Agreement Documents, which failure or
breach continues for thirty (30) Days after written Notice; provided,
however, that if such breach or failure is not reasonably capable of cure
within such thirty (30) Day period, such cure period shall be extended as reasonably
necessary, not to exceed a total of ninety (90) Days if Buyer promptly commences and
diligently proceeds to cure such breach or failure; and(f)
    
    any guaranty of Buyers obligations, or any letter of credit or surety bond
provided by Buyer, is in default or ceases to be in full force.
 15.3
    
    Remedies Upon an Event of Default.
Upon the occurrence and during the continuation of a Turbine Supplier Event of Default
or a Buyer Event of Default (each an Event of Default), the Party not in default
(the Non-Defaulting Party) may exercise any of the following remedies in addition
to any remedies it may have under Applicable Law:
 (a)
    
    The Non-Defaulting Party may suspend its performance hereunder;(b)
    
    The Non-Defaulting Party may, upon ten (10) Business Days Notice to the other
Party (the Defaulting Party), terminate this Master Agreement and any
unperformed TPOs;(c)
    
    The Non-Defaulting Party may draw upon any letter of credit or surety bond
provided by the Defaulting Party;(d)
    
    The Non-Defaulting Party may pursue any guaranty provided by or on behalf of
the Defaulting Party;(e)
    
    The Non-Defaulting Party may seek specific performance of the Contract
Documents;(f)
    
    In the case of a Turbine Supplier Event of Default, Buyer may obtain substitute
Turbines and/or complete the Work and recover from Turbine Supplier any costs of doing
so that are in excess of what Buyer would have paid under this Master Agreement;(g)
    
    In the case of a Buyer Event of Default, Turbine Supplier may resell the
Turbines and other Supply Items and recover from Buyer any deficiency between the
amounts realized thereby and the amounts Turbine Supplier would have received under
this Master Agreement; and
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(h)
    
    The Non-Defaulting Party may recover damages as allowed by Applicable Law, not
to exceed the limits of liability under Article 9.
 15.4
    
    Financing Party Cure Rights.
Turbine Suppliers right to terminate this Master Agreement pursuant to Section
15.3 is subject to Turbine Suppliers first delivering to the Financing Parties,
simultaneously with delivery thereof to Buyer, notice of Buyers failure to cure the default
and Turbine Suppliers intent to terminate as a result thereof. The Financing Parties shall
have the option (a) to cure such Buyer Event of Default within thirty (30) Days after
receipt of such notice, or such further period as may reasonably be required, not to exceed
sixty (60) Days, and/or (b) to assume or to cause their designee to assume Buyers
obligations under this Master Agreement.. If the Financing Parties desire to cause their
designee to assume this Master Agreement, they shall provide notice to that effect within
thirty (30) Days after receipt of Turbine Suppliers Notice to the Financing Parties of the
Buyer Event of Default. In either such case, Turbine Suppliers right to terminate this
Master Agreement shall cease upon the cure by the Financing Parties of such Buyer Event of
Default.15.5
    
    Termination for Extended Force Majeure.
If Turbine Supplier is prevented by a Force Majeure Event from performing any of its
material obligations hereunder for a period of more than one hundred eighty (180) Days, and
the Parties have not agreed, after good faith negotiations, upon a revised basis for
continuing the Work at the end of such delay, Buyer may, at its option, terminate this
Agreement without further liability hereunder by either Party. In such event, Turbine
Supplier shall promptly refund to Buyer all payments in respect of Turbines that have not
achieved Final Turbine Completion or, at buyers option, that have not yet been delivered to
the Designated Delivery Location, and Buyer shall return to Turbine Supplier all Turbines
and other Supply Items with respect to the Turbines for which Turbine Supplier refunds
payments to Buyer.15.6
    
    Actions Required Following Expiration of Turbine Warranty Period and/or Termination.
 (a)
    
    Discontinuation of Work. Upon termination of this Master Agreement or
a TPO, Turbine Supplier immediately shall (a) discontinue the Work; (b) take such
steps as are reasonably necessary to preserve and protect Work completed and in
progress and to protect materials, equipment and supplies at the relevant Site, stored
off-Site or in transit; and (c) remove its personnel and construction equipment from
the Site. Buyer shall be entitled to take exclusive possession of the Turbines and all
or any part of the Major Components and materials delivered or in transit to the Site
if and only to the extent that Buyer has paid (and only for so long as Buyer continues
to pay) Turbine Supplier all amounts hereunder then due and payable to Turbine
Supplier.(b)
    
    Cancellation and Transfer of Subcontracts and Other Rights. Upon
termination of this Master Agreement or a TPO, if requested by Buyer, Turbine Supplier
shall
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make every reasonable effort to cancel existing Subcontracts or to transfer such
Subcontracts to Buyer, in either case upon terms reasonably satisfactory to Buyer.
In the case of a termination as the result of a Turbine Supplier Event of Default,
any payments to be made to a Subcontractor as a result of any such termination shall
be paid by Turbine Supplier. Other than in the event of termination as the result
of a Buyer Event of Default, Turbine Supplier shall, upon request by Buyer, (i)
irrevocably assign and deliver to Buyer any Subcontracts requested by Buyer and, if
the termination occurs at a time when the design of the Turbine Equipment is
incomplete, originals of all Design Documents in process, and (b) provide to Buyer
without charge a license to use patented or proprietary materials of Turbine
Supplier and its Subcontractors in completing, operating and maintaining the Turbine
Equipment. Upon termination hereof, Turbine Supplier shall deliver to Buyer
originals of all Master Agreement Documents (except that Turbine Supplier may keep
for its records copies and, if sufficient originals exist, an original set, of the
Master Agreement Documents executed by Buyer), all other materials relating to the
Work which belong to Buyer, and all papers and documents relating to lien releases
under this Master Agreement. All deliveries shall be made free and clear of any
liens, security interests or encumbrances, except as may have been created by Buyer.
Except as provided in this Agreement, no action taken by Buyer or Turbine Supplier
after the termination of this Master Agreement shall prejudice any other rights or
remedies of Buyer or Turbine Supplier provided by Applicable Laws, the Contract
Documents or otherwise upon such termination.
 (c)
    
    Covenant of Continued Turbine Support. Following the expiration of the
Warranty Period, Turbine Supplier shall provide Buyer with technical assistance and
support for the remaining life of the relevant Project, but not to exceed twenty (20)
years from the date of Completion, and all hardware or software improvements or
upgrades for the relevant Project generally made available to purchasers of Turbine
Suppliers Supply Items. All such technical assistance, replacement Parts or upgrades
shall be provided solely at Buyers request, and Turbine Supplier shall be reimbursed
therefor at its then current standard rates for parts and services. Turbine Supplier
shall provide technical assistance by telephone or at the relevant Project Site to
analyze and diagnose problems and failures in the Turbines and to recommend repair and
operating adjustments as needed.(d)
    
    Updates and Upgrades and Technical Bulletins and Updates. Turbine
Supplier shall provide Buyer (on the same basis provided or offered to other customers
of Turbine Supplier), for the remainder of the life of the relevant Project, but not to
exceed twenty (20) years from the date of Completion, software updates and upgrades and
technical bulletins and updates made generally available to Turbine Suppliers
customers or provided to its own operating personnel.
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(e)
    
    Spare Parts Access. Turbine Supplier shall provide Buyer, for the
remainder of the life of the relevant Project, but not to exceed twenty (20) years from
the date of Completion, timely access to all spare and replacement Parts for the
Turbines
at its then current standard prices for such Parts. In the event that Turbine
Supplier fails or is unable to supply such Parts, Turbine Supplier shall provide
Buyer with particular information concerning the Subcontractor or supplier of the
affected Part, shall cooperate with Buyer in attempting to replace any such Part by
providing design specifications and shall license to Buyer, at no additional cost,
any applicable patent or other proprietary rights which Turbine Supplier has the
right to license for use that is necessary to manufacture or fabricate such Part.
 15.7
    
    Surviving Obligations.
Termination or expiration of this Master Agreement (a) shall not relieve Turbine
Supplier or Buyer of their confidentiality obligations as set forth in Article 18;
(b) shall not relieve Turbine Supplier of any obligation hereunder which expressly or by
implication survives termination hereof; and (c) except as otherwise provided in any
provision of this Master Agreement expressly limiting the liability of either Party, shall
not relieve either Buyer or Turbine Supplier of any obligations or liabilities for loss or
damage to the other Party arising out of or caused by acts or omissions of such Party prior
to the effectiveness of such termination or arising out of such termination.
 ARTICLE 16  ASSIGNMENTS
 16.1
    
    Consent Required.
It is expressly understood and agreed that this Master Agreement is personal to Turbine
Supplier and Buyer and that Turbine Supplier and Buyer shall have no right to assign or
delegate this Master Agreement or any portion thereof, either voluntarily or involuntarily,
or by operation of law. Notwithstanding the foregoing, Buyer may, without Turbine
Suppliers consent assign (a) any or all of its rights under this Master Agreement to the
Financing Parties for security as provided in Section 16.3, and such parties may
further assign such rights; and (b) any or all of its rights and delegate any or all of its
obligations under this Master Agreement to an Affiliate of Buyer or to a purchaser of the
Project; provided, that any such Affiliate or purchaser assumes all of the
obligations of Buyer hereunder.16.2
    
    Successors and Assigns.
Subject to Section 16.1, all of the rights and obligations of the Parties
hereto shall benefit and bind their respective successors and permitted assigns.16.3
    
    Consent to Collateral Assignment.
Turbine Supplier hereby expressly consents to the collateral assignment of the Master
Agreements by Buyer to the Financing Parties or their assignees. Such collateral assignment
shall not obligate Financing Parties, if any, or their assignees in any way to perform
Buyers duties and obligations under the Master Agreements. In furtherance of the
foregoing, Turbine Supplier shall execute and deliver
 36




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a consent to assignment in a form
reasonably acceptable to Turbine Supplier and Buyer. If Buyer does collaterally
assign the Master Agreements to the Financing Parties, Turbine Supplier shall make such
payments directly to Financing Parties, if requested by the Financing Parties.16.4
    
    Consent to Modifications.
If, in connection with the financing of a relevant Project, any Financing Party
requests that reasonable modifications be made in the Master Agreements as a condition to
making the financing, then Buyer and Turbine Supplier shall negotiate the terms of such
modifications in good faith as long as Turbine Suppliers costs, profits or potential
liability is not affected thereby.
 ARTICLE 17  DESIGN DOCUMENTS
 17.1
    
    Buyer Review.
It is expressly understood and agreed that the design documents and other related
design information and results of any supporting design calculations, prepared in connection
with any interfaces of the Work with the Other Contractors Work (Design
Documents), shall be furnished to Buyer and Financing Parties, if any, for review in
order to monitor compliance with this Master Agreement and all relevant TPOs.17.2
    
    Review Not Release of Obligations.
Review and comment by Buyer and Financing Parties, if any, with respect to any Design
Documents or other information pursuant to Section 17.1 shall not be deemed approval
of the Design Documents by Buyer or the Financing Parties and shall not relieve or release
Turbine Supplier from any of its obligations under the Contract Documents.17.3
    
    Ownership.
Turbine Supplier shall own the Design Documents and other documents prepared by Turbine
Supplier for use in the performance of the Work. Turbine Supplier agrees to provide copies
of all such documents, as well as any related drawings, tracings, specifications,
calculations, memoranda, data, notes and other materials, within thirty (30) Days after
Final Turbine Completion or termination of the Work, as applicable. Such documents shall
include any changes or modifications necessary to accurately depict the Work as of
Completion.
 ARTICLE 18  CONFIDENTIAL INFORMATION
 18.1
    
    Confidentiality.
Buyer and Turbine Supplier (and their Subcontractors) agree to hold in confidence for a
period commencing with the Effective Date and ending ten (10) years after Completion or
termination of the Work, whichever is later, except as may be necessary to perform the Work,
any information supplied to the receiving Party (Receiving Party) by the
disclosing Party (Disclosing Party), and designated in writing as confidential.
The Parties acknowledge that any technical, pricing, marketing,
 37




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warranty information
regarding the Supply Items, the Technical Specifications, the O&M Manual, the Safety Manual,
the SCADA Manual, the TPOs and this Master Agreement shall be treated as confidential.
Buyer may disclose confidential information to the extent that such disclosure is required
by the Financing Parties, Buyers attorneys, accountants or Affiliates, Other Contractors,
interconnection suppliers, operators or other turbine suppliers to the relevant Project and
any Person providing any other type of interconnection services to the relevant Project,
provided such parties agree to the confidentiality provisions hereof. Turbine Supplier may
disclose confidential information to the extent that such disclosure is required by Turbine
Suppliers attorneys, accountants, Affiliates or Subcontractors, provided such parties agree
to the confidentiality provisions hereof. Turbine Supplier shall not publish information
regarding the relevant Project (except as it may relate to the performance of the Work), nor
shall Turbine Supplier arrange for or participate in any visit to the Site by any Person who
is not connected with the relevant Project, without Buyers prior written consent.
Notwithstanding the foregoing, Turbine Supplier may publish performance and availability
information and other information relating to the performance of the Supply Items, in a form
and including only that information agreed to in writing by Buyer, and may publish by
announcement that its Supply Items are used at the relevant Project. The provisions of this
Article 18 shall not apply to information within any one of the following
categories: (a) information that was in the public domain prior to Receiving Partys
receipt thereof from the Disclosing Party or that subsequently becomes part of the public
domain by publication or otherwise except by the Receiving Partys wrongful act; (b)
information that was in the possession of the Receiving Party prior to its receipt from the
Disclosing Party through no breach of any confidentiality obligation; (c) information
received by the Receiving Party from a third party that did not have a confidentiality
obligation; or (d) information independently developed by Turbine Supplier or Buyer.18.2
    
    Press Releases.
Press releases regarding the relevant Project shall be approved by both Parties to this
Master Agreement, such approval not to be unreasonably withheld or delayed.
 ARTICLE 19  RECORDS
 19.1
    
    Records.
Turbine Supplier covenants and agrees to keep and maintain full, complete and detailed
records pertaining to the relevant Project, including copies of all contracts with
Subcontractors, for a period of three (3) years following Completion and to make such
records available to Turbine Supplier, Buyer and the Financing Parties for inspection in a
reasonable manner during normal business hours.
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ARTICLE 20  INDEPENDENT CONTRACTOR
 20.1
    
    Turbine Supplier as Independent Contractor.
Turbine Supplier shall be an independent Contractor with respect to the relevant
Project, each part thereof, and the Work performed pursuant to this Master Agreement, and
neither Turbine Supplier nor its Subcontractors nor the employees of either shall be deemed
to be agents, representatives, employees or servants of Buyer in the performance of the
Work, or any part thereof, or in any manner dealt with in this Agreement. Buyer shall not
have the right to any actual, potential or other control over the methods and means by which
Turbine Supplier or any of its agents, representatives, Subcontractors or employees conducts
its independent business operations. The Parties covenant and agree that in the performance
of the Work by Turbine Supplier, Turbine Supplier shall not perform any act or make any
representation to any Person to the effect that Turbine Supplier or any of its agents,
representatives or Subcontractors, is the agent of Buyer.
 ARTICLE 21  REPRESENTATIONS AND WARRANTIES
 21.1
    
    Turbine Supplier Representations.
Turbine Supplier represents to Buyer that, as of the date hereof:
 (a)
    
    Organization and Qualification. Turbine Supplier is a corporation duly
organized, validly existing and in good standing under the laws of the Peoples
Republic of China, has the lawful power to engage in the business it presently conducts
and contemplates conducting.(b)
    
    Power and Authority. Turbine Supplier has the authority to execute and
carry out this Master Agreement and to perform its obligations hereunder and all such
actions have been duly authorized by all necessary corporate action on its part.(c)
    
    No Conflict. The execution, delivery and performance of this Master
Agreement shall not conflict with or violate any of the terms of its articles of
incorporation or bylaws or any Applicable Laws.(d)
    
    Validity and Binding Effect. This Master Agreement has been duly and
validly executed and delivered by Turbine Supplier. This Master Agreement constitutes
a legal, valid and binding obligation of Turbine Supplier, enforceable in accordance
with its terms, except to the extent that its enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally or by general principles of equity. No authorization,
approval, exemption or consent by any governmental or public body or authority is
required in connection with the authorization, execution, delivery and carrying out of
the terms of this Master Agreement.
 39




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(e)
    
    Patents, Licenses, Franchises. Turbine Supplier owns or possesses all
the patents, trademarks, service marks, trade names, copyrights, licenses, franchises,
permits and other intellectual property and proprietary rights for methods, materials,
processes, software and systems incorporated into the Work or necessary to design,
manufacture, sell and service the Turbines and other Supply Items supplied to Buyer
hereunder, to enable Buyer to operate the Turbines in their intended manner and to
perform the Work and to carry on its business as presently conducted and presently
planned to be conducted without conflict with the rights of others.(f)
    
    Licenses. Turbine Supplier is the holder of all necessary governmental
consents, licenses, permits or other authorizations required under the Applicable Laws
to operate or conduct its business as contemplated in this Master Agreement.(g)
    
    Turbine Supplier Qualified. Turbine Supplier is fully experienced and
properly licensed, equipped, and in all ways competent and qualified to perform all
aspects of the Work in accordance with the terms set forth in this Agreement.(h)
    
    GL Certification. The Turbines to be delivered hereunder have received
the GL Certification.
 21.2
    
    Buyer Representations.
Buyer represents to Turbine Supplier that, as of the date hereof:
 (a)
    
    Organization and Qualification. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Wyoming and has
the lawful power to engage in the business it presently conducts and contemplates
conducting.(b)
    
    Power and Authority. Buyer has the authority to execute and carry out
this Master Agreement and to perform its obligations hereunder and all such actions
have been duly authorized by all necessary corporate actions on its part.(c)
    
    No Conflict. The execution, delivery and performance of this Master
Agreement shall not conflict with or violate any of the terms of its articles of
incorporation or bylaws or any Applicable Laws.(d)
    
    Validity and Binding Effect. This Master Agreement has been duly and
validly executed and delivered by Buyer. This Master Agreement constitutes a legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, except to the extent that its enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the rights of
creditors generally or by general principles of equity. No authorization, approval,
exemption or consent by any governmental or public
 40




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body or authority is required in
connection with the authorization, execution, delivery and carrying out of the terms of
this Master Agreement.
 ARTICLE 22  MISCELLANEOUS
 22.1
    
    Payment Currency.
Unless otherwise specified, all payments under this Master Agreement and any TPO shall
be in Chinese yuan (CNY or ¥) or US Dollars (USD) at exchange rate set forth in the Wall
Street Journalon the date the applicable payment is made.22.2
    
    Delay Not Waiver.
It is understood and agreed that any delay, waiver or omission by Buyer or Turbine
Supplier to exercise any right or power arising from any breach or default by Turbine
Supplier or Buyer in any of the terms, provisions or covenants of this Master Agreement
shall not be construed to be a waiver by Buyer or Turbine Supplier of any subsequent breach
or default of the same or other terms, provisions or covenants on the part of Turbine
Supplier or Buyer.22.3
    
    Choice of Law.
This Master Agreement shall in all respects be governed by and construed in accordance
with the INCOTERMS 2000 and the laws of the United Kingdom , including with respect to all
matters of construction, validity and performance, without giving effect to any choice of
law rules thereof that may direct the application of the laws of another jurisdiction.22.4
    
    Venue, Submission to Jurisdiction, Attorneys Fees.
Any dispute arising under this Master Agreement shall be put forward in writing and should
then be settled through friendly negotiations within forty-five (45) days. If such an
agreement cannot be reached, all disputes arising out of or in connection with this Master
Agreement and the other Master Agreement Documents shall be settled and decided in
accordance with the laws of the United Kingdom by the Arbitration Tribunal of the
International Chamber of Commerce in Singapore (ICC) according to its Rules of Arbitration
by one or more arbitrators appointed in accordance with such Rules. The language of
arbitration shall be English, and the official language of this Master Agreement and the
other Master Agreement Documents shall be English. Each Party hereby irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter have to the
assertion of personal jurisdiction by the International Chamber of Commerce or the courts of
Singapore or to the location of any arbitration proceeding in Singapore.22.5
    
    Severability.
In the event that any of the provisions, or portions or applications thereof, of this
Master Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, Buyer and Turbine Supplier shall negotiate an equitable adjustment in the
provisions of this Master Agreement with a view toward effecting the
 41




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purposes of this Master
Agreement, and the validity and enforceability of the remaining provisions, or portions or
applications thereof, shall not be affected.22.6
    
    Notice.
Any Notice required or permitted to be given hereunder shall be in writing and shall be
addressed to:
  
  
  22.7
    
    Entire Agreement.
This Master Agreement (including the Exhibits and Schedules referenced herein) and the
TPOs issued hereunder contain the entire agreement between the Parties with respect to the
Turbine sale, commissioning and warranty related matters and supersedes any and all prior
and contemporaneous written and oral agreements, proposals, negotiations, understandings and
representations pertaining to such subject matter.22.8
    
    Amendments.
No supplements, amendments or modifications of this Master Agreement shall be valid
unless evidenced in writing and signed by a duly authorized representative of both Parties.
 42




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22.9
    
    No Third Party Rights.
This Master Agreement and all rights hereunder are intended for the sole benefit of the
Parties hereto and, to the extent expressly provided, for the benefit of the Financing
Parties, if any, and shall not imply or create any rights on the part of, or obligations to,
any other Person.22.10
    
    Survival of Provisions.
All provisions of this Master Agreement that are to come into or continue in force and
effect after the expiration or termination of this Master Agreement shall remain in effect
and be enforceable following such expiration or termination.22.11
    
    Exhibits.
All exhibits and appendices referenced in this Master Agreement shall be incorporated
into this Master Agreement by such reference and shall be deemed to be an integral part of
this Master Agreement.22.12
    
    Further Assurances.
Turbine Supplier and Buyer agree to provide such information, execute and deliver any
instruments and documents and to take such other actions as may be necessary or reasonably
requested by the other Party which are not inconsistent with the provisions of this Master
Agreement and which do not involve the assumptions of obligations other than those provided
for in this Master Agreement, in order to give full effect to this Master Agreement and to
carry out the intent of this Master Agreement.22.13
    
    Counterparts.
This Master Agreement may be signed in any number of counterparts and each counterpart
shall represent a fully executed original as if signed by both Parties.
  [SIGNATURE PAGE FOLLOWS ON NEXT PAGE]
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GUANGDONG MINGYANG WINDPOWER TECHNOLOGY CO. LTD.
    
    
    
    WIND HUNTER, LLCBy:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:
 44




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INDEX OF EXHIBITS:
 Master Turbine Supply Agreement
 Exhibit A
    
    DefinitionsExhibit B
    
    Turbine Purchase OrderExhibit B-1
    
    Scope of WorkExhibit B-2
    
    Delivery and Completion ScheduleExhibit B-3
    
    Total Contract PriceExhibit B-4
    
    Site and Site ConditionsExhibit B-5
    
    Interconnection RequirementsExhibit B-6
    
    Special Installation Tools/Shipping FixturesExhibit B-7
    
    SCADA Interface and Termination SpecificationsExhibit C-1
    
    Operations and Maintenance Training DescriptionExhibit C-2
    
    Scope of Maintenance and Repair ServicesExhibit D-1
    
    Turbine Mechanical Completion ProtocolExhibit D-2
    
    Turbine Commissioning ProtocolExhibit D-3
    
    Turbine Reliability Test ProtocolExhibit D-4
    
    Project Reliability Test ProtocolExhibit D-5
    
    SCADA System Commissioning ProtocolExhibit D-6
    
    Acceptance CriteriaExhibit E-1
    
    Turbine Mechanical Completion CertificateExhibit E-2
    
    Turbine Completion CertificateExhibit E-3
    
    Final Turbine Completion CertificateExhibit E-4
    
    Post-Completion Sign-Off CertificateExhibit E-5
    
    Final Sign-Off CertificateExhibit E-6
    
    SCADA System Commissioning CertificateExhibit F
    
    Scope Change Order FormExhibit G
    
    Required InsuranceExhibit H
    
    Technical SpecificationsExhibit I-1
    
    Form of Buyer Letter of CreditExhibit I-2
    
    Form of Turbine Supplier Letter of Credit
 45




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EXHIBIT A
 DEFINITIONS
 Acceptance Criteria Exhibit D-6
 Actual Costs Section 12.3.
 Affiliate Section 2.4
 Applicable Laws
 Availability Section 7.4
 Availability Guarantee Section 7.4
 Availability Term Section 7.4
 Available
 Available Hours Section 7.4
 Business Day
 Buyer Caused Delays
 Buyer Event of Default Section 15.2
 Buyers Representative Section 4.4
 Change in Law
 Exh. A-1




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CNY ¥
 Completion
 Completion Date Exhibit B-2
 Completion Delay Liquidated Damages Section 9.1
 Completion Schedule Exhibit B-2
 Day Days
 Default Rate
 Defaulting Party Section 15.3
 Delay Liquidated Damages
 Delivery Section 3.2 Delivered
 Delivery Date Exhibit B-2
 Delivery Delay Liquidated Damages Section 9.1
 Delivery Schedule Exhibit B-2
 Designated Delivery Location Exhibit B-2
 Exh. A-2




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Design Documents Section 17.1
 Disclosing Party Section 18.1
 Effective Date
 Event of Default Section 15.3
 Final Sign-Off
 Final Sign-Off Certificate Exhibit
E-5
 Final Turbine Completion Exhibit E-3
 Financing Parties
 Force Majeure Event Force Majeure Section 11.1
 GL Certification
 Guaranteed Annual Availability GAA Section 7.4
 Hazardous Substances et seq. et seq. et seq. et seq et seq et seq
 Exh. A-3




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INCOTERMS 2000
 Indemnified Party Section 13.1
 Indemnifying Party Section 13.1
 Independent Engineer Article 10
 Initial Turbines Section 2.1(a)(i)
 Installation Consumables Section 2.6
 Installation Manual
 Installation Procedures Exhibit D-1
 Initial Shipment Date Exhibit B-1
 Interconnection Facilities Exhibit B-5
 Letter of Credit Exhibit
I-1
 Liability Cap Section 9.4
 Major Components
 Manuals Section 2.7
 Master Agreement Documents Section 1.2
 Measures Annual Availability AA Section 7.4
 Nacelle
 Exh. A-4




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Nominated Turbine Section 7.2
 Non-Defaulting Party Section 15.3
 Notice Section 22.7
 O&M Manual
 Other Contractors
 Other Contractors Work
 Parts
 Party Parties
 Permits
 Person
 Power Curve Percentage Guarantee Section 7.2
 Prime Rate Wall Street Journal
 Production Period Section 7.4
 Project Projects
 Exh. A-5




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Project Reliability Test Protocol Exhibit D-4
 Prudent Engineering and Operating Practices
 PTCs
 PTC Benefits Period
 PTC Deadline
 PTC Loss Amount Section 9.1
 Purchase Price Section 5.1
 Purchase Price Adjustment
 Receiving Party Section 18.1
 Relevant Period Section 2.4
 Safety Manual
 Exh. A-6




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SCADA Commissioning Protocol Exhibit D-5
 SCADA Completion
 SCADA Manual
 SCADA System
 Scope Change Section 5.2 Article
12
 Scope Change Order Exhibit F
 Scope Change Order Request Section 12.2
 Scope of Work Exhibit B-1
 Sound Level Guarantee Section 7.3
 Serial Defect Section 7.5
 Services Exhibit B-1
 Site Exhibit B-4
 Site Agreements
 Exh. A-7




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Subcontractor Subcontractors
 Supply Items
 Taxes
 Technical Specifications Exhibit H
 Total Contract Price Exhibit B-3
 Total Hours Section 7.4
 Tower
 Threshold Percentage Section 7.5
 Turbine Exhibit H
 Turbine Blade
 Turbine Commissioning
 Exh. A-8




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Turbine Commissioning Protocol Exhibit D-2
 Turbine Completion Exhibit E-2
 Turbine Completion Certificate Exhibit E-2
 Turbine Mechanical Completion
 Turbine Mechanical Completion Certificate Section
6.2 Exhibit E-1
 Turbine Mechanical Completion Protocol Exhibit D-1
 Turbine Purchase Order TPO Section
2.2 Exhibit B
 Turbine Reliability Test Protocol Exhibit D-3
 Turbine Supplier Event of Default Section
15.1
 Uncontrollable Unavailable Hours Section 7.4
 USD $
 Warranty Period Section 7.1(a)
 Exh. A-9




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Wind Turbines Section 2.4
 Work Exhibit B-1
 Exh. A-10




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Execution Version
 EXHIBIT B
 TURBINE PURCHASE ORDER  NO.
 Master Turbine Supply Agreement
 TPO  Effective Date Buyer  Turbine Supplier
 A.
    
    Buyer [Buyers affiliate] and Turbine Supplier are parties to that certain Master
Wind Turbine Supply Agreement dated as of 27 November 2007 (the Master
Agreement);B.
    
    Pursuant to Section 2.2 of the Master Agreement, Buyer desires to
purchase and Turbine Supplier desires to sell to Buyer certain Supply Items (which
includes Turbines) and related Services (each as defined below); andC.
    
    Buyer shall cause the Supply Items to be incorporated into a wind energy
conversion project at the Site (as defined below) with a nameplate rated capacity of up
to  () megawatts (Project).
  ARTICLE I  DEFINITIONS
 1.1
    
    Definitions. The capitalized terms not otherwise defined in this TPO shall have the
meaning assigned to such term in the Master Agreement. All accounting terms not specifically
defined in this Master Agreement shall be construed in accordance with United States Generally
Accepted Accounting Principles, consistently applied (US GAAP).
 ARTICLE II  PURCHASE, SALE AND DELIVERY
 2.1
    
    Purchase and Sale of Supply Items. Turbine Supplier hereby agrees to sell to Buyer,
and Buyer agrees to purchase from Turbine Supplier, the Supply Items and Services pursuant to
the terms and conditions of the Master Agreements (including their respective exhibits), the
Scope of Work set forth in Exhibit B-1 and the other terms, conditions and Exhibits of
this TPO. Turbine Supplier shall also lend to Buyer, at no cost to Buyer, those special
installation tools and shipping fixtures set forth in Exhibit B-6 for Buyers use only
in connection with the installation of the Supply Items.
 2.2
    
    Total Contract Price. The aggregate price for the Supply Items and Services shall
include the Base Price and other items set forth in Exhibit B-3 (Total Contract
Price), which shall be payable in accordance with Article 5 of the Master Agreement.
 (a)
    
    Within five (5) Business Days after execution of this TPO by both Parties, Buyer
shall make a payment to Turbine Supplier equal to ten percent (10%) of the Total
Contract Price.
 B-1




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(b)
    
    The remainder of the Total Contract Price shall be paid in installments as
described in the Master Agreement as further described on Exhibit B-3.
 2.3
    
    Delivery Schedule. Subject to the terms and conditions of the Master Agreement,
Turbine Supplier shall deliver the Supply Items to the Designated Delivery Location(s) in
accordance with the Delivery Schedule set forth in Exhibit B-2.2.4
    
    Completion Schedule. Subject to the terms of the Master Agreement, Turbine Supplier
shall perform the Services necessary to achieve Final Turbine Completion in accordance with
the Completion Schedule set forth in Exhibit B-2.2.5
    
    Site Conditions; Interconnection Requirements. The Site at which these Turbines will
be installed and the conditions at such Site are described on Exhibit B-4. The
requirements for the interconnection of the Project to the transmission system to which the
Project will be interconnected are described on Exhibit B-5. The SCADA Interface and
Termination Specifications are described on Exhibit B-7.2.6
    
    Assignment. Subject to the terms and conditions of the Master Agreement, Buyer may,
without Turbine Suppliers approval, assign this Turbine Purchase Order as provided in the
Master Agreement.
 ARTICLE III  REPRESENTATIONS, WARRANTIES AND COVENANTS
 3.1
    
    Representations, Warranties and Covenants of Turbine Supplier. Turbine Supplier
hereby represents to Buyer that it (a) is duly organized, validly existing and in good
standing under the jurisdiction of its organization, with full power and authority to enter
into and perform its obligations under this TPO, (b) has obtained or will obtain any and all
Permits necessary to undertake the Scope of Work, and (c) has validly executed this TPO and,
upon delivery, this TPO shall be a binding obligation of Turbine Supplier, enforceable against
Turbine Supplier in accordance with its terms.3.2
    
    Representations, Warranties and Covenants of Buyer. Buyer hereby represents to
Turbine Supplier that (a) it is duly organized, validly existing and in good standing in the
jurisdiction of is organization, with full power and authority to enter into and perform its
obligations under this TPO and (b) it has validly executed this TPO and, upon delivery, this
TPO shall be a binding obligation of Buyer and enforceable against Buyer in accordance with
its terms.
 ARTICLE IV  MISCELLANEOUS
 4.1
    
    Master Agreement. This TPO incorporates by reference all the relevant terms and
conditions of the Master Agreement and such provisions shall survive the early termination of
the Master Agreement.4.2
    
    Choice of Law. This Master Agreement shall in all respects be governed by and
construed in accordance with the laws of the United Kingdom, including with respect to all
matters of construction, validity and performance, without giving effect to any choice of law
rules thereof that may direct the application of the laws of another jurisdiction.4.3
    
    Venue. Any dispute arising under this Master Agreement shall be put forward in
writing and should then be settled through friendly negotiations within forty-five (45) days.
If such an agreement cannot be reached, all disputes arising out of or in connection with this
Master Agreement and the other Master
 B-2




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Agreement Documents shall be settled and decided in accordance with the laws of the United
Kingdom by the Arbitration Tribunal of the International Chamber of Commerce in Singapore
(ICC) according to its Rules of Arbitration by one or more arbitrators appointed in
accordance with such Rules. The language of arbitration shall be English, and the official
language of this Master Agreement and the other Master Agreement Documents shall be English.
Each Party hereby irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the assertion of personal jurisdiction by the
International Chamber of Commerce or the courts of Singapore or to the location of any
arbitration proceeding in Singapore.4.4
    
    Notice. Any Notice required or permitted to be given by a Party to another Party
shall be given in accordance with Section 22.6 of the Master Agreement.4.5
    
    Exhibits. All exhibits and schedules referenced in this TPO shall be incorporated
into this TPO by such reference and shall be deemed to be an integral part of this TPO.4.6
    
    Further Assurances. Turbine Supplier and Buyer agree to provide such information,
execute and deliver any instruments and documents and to take such other actions as may be
necessary or reasonably requested by the other Party which are not inconsistent with the
provisions of this TPO and the Master Agreement and which do not involve the assumptions of
obligations other than those provided for in this TPO and the Master Agreement, in order to
give full effect to this TPO and the Master Agreement and to carry out the intent of this TPO
and the Master Agreement.4.7
    
    Counterparts. This TPO may be signed in any number of counterparts and each
counterpart shall represent a fully executed original as if signed by both Parties.
  GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.
    
    
    
    WIND HUNTER, LLC.By:
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 B-3




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EXHIBIT B-1  SCOPE OF WORK
 Work
 A.
    
    Supply ItemsSupply Items delivery of  () [Ming Yang Electric 1.5 MW Turbines] and
related equipment and materials, including (i) commissioning parts, (ii) [Ming Yang Electric]
SCADA System, (iii) Federal Aviation Administration lighting equipment where applicable, (iv)
any circuit breakers required by Turbine Supplier, and (v) [other].B.
    
    Services
 1.
    
    Commissioning of each Turbine, as further described in Section 6.3 of the
Master Agreement.2.
    
    Commissioning of the SCADA system as further described in Section 6.4 of the
Master Agreement.3.
    
    Delivery to the Site of all Turbine Supplier supplied equipment and materials.4.
    
    First fills of all oils, lubricants, etc. to install, commission, and initially operate
the Turbines.5.
    
    Provide training at Buyers cost for operating/maintenance personal in accordance with
the provisions of Section2.7 of the Master Agreement.
  C.
    
    Liquidated Damages
 1.
    
    Power Curve Percentage Guarantee LD Rate: CNY (¥) per Turbine per year for
each percent in power curve deficiency, prorated per hundredth of a percent2.
    
    Sound Level Guarantee LD Rate: CNY (¥) per MW per Turbine, rounded to the
nearest 0.01 MW, for the amount by which the operating levels of the Turbines must be
reduced in order to comply with the Sound Level Guarantee3.
    
    Availability Guarantee LD Rate: CNY (¥) per MWh for each MWh of
Availability shortfall as calculated pursuant to Section 7.4 of the Master
Agreement
 Note:




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EXHIBIT B-2  DELIVERY AND COMPLETION SCHEDULE  AND DESIGNATED DELIVERY LOCATIONS
 Delivery Dates and Locations
 1.
    
    The first Turbine shall be Delivered no later than (date) and thereafter,
all Turbines shall be Delivered at the rate of no fewer than (number) Turbines per week
(unless otherwise agreed) with all Turbines Delivered no later than (date).
 Completion Dates
 2.
    
    Each Turbine shall achieve Turbine Completion no later than ten (10) days after Turbine
Mechanical Completion is achieved and such Turbine is made available to Turbine Supplier for
commissioning and start-up. Buyer shall turn over Turbines to Turbine Supplier for
commissioning and start-up at the rate of no fewer than (number) and no more than
(number) Turbines per week (unless otherwise agreed) with Final Turbine Completion
achieved no later than (date).
 Designated Delivery Location(s)
 3.
    
    The Designated Delivery Location is
 Project Schedule
 4.
    
    Project schedule is attached.




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EXHIBIT B-3  TOTAL CONTRACT PRICE
 [to be completed following agreement of the Parties  to include a pricing schedule for Supply
Items and Services]
 Turbines
 SCADA System
 Other Supply Items
 Delivery
 1.
    
    Shipping from [Chinese port of embarkation] to Designated Delivery
Location: CNY (¥
)2.
    
    Insurance for shipping per item 1: CNY (¥
)




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EXHIBIT B-4  SITE AND SITE CONDITIONS
 A.
    
    Site LayoutB.
    
    Project Meteorological DataC.
    
    Engineering Requirements
 Engineering Requirements:Life of Project:Hub Height (m):Highest Mean Wind Speed for an Individual Turbine at hub height (m/s):Average Wind Speed/Height Measured:Extreme Wind Speed (50 year recurring, 3 sec gust):Annual Average Air Density (Kg/m3):Long-Term Wind Speed Distribution for most energetic turbine on the site at hub heightWind Rose:Extreme Wind Speed (50-year recurring, 3-sec gust at hub height):Annual Average Air Density (kg/m3):Logarithmic Vertical Wind Shear Exponent:Turbulence Intensity Distribution at hub height15 mps Characteristic Turbulence Intensity at hub heightSite Temperature Range and Joint Frequency DataUnusual Site Conditions:Joint Frequency Data




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EXHIBIT B-5  INTERCONNECTION REQUIREMENTS
  [To be completed]




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EXHIBIT B-6  SPECIAL INSTALLATION TOOLS/SHIPPING FIXTURES
 [To be completed]




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EXHIBIT B-7  SCADA INTERFACE AND TERMINATION SPECIFICATIONS
 [To be completed]




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EXHIBIT C-1  OPERATION AND MAINTENANCE TRAINING DESCRIPTION
 [To be attached following agreement of the Parties]




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EXHIBIT C-2  SCOPE OF MAINTENANCE AND REPAIR SERVICES
 [To be attached following agreement of the Parties]




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EXHIBIT D-1  TURBINE MECHANICAL COMPLETION PROTOCOL
 [To be attached following agreement of the Parties]




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EXHIBIT D-2  TURBINE COMMISSIONING PROTOCOL
 [To be attached following agreement of the Parties]




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EXHIBIT D-3  TURBINE RELIABILITY TEST PROTOCOL
 [To be attached following agreement of the Parties]




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EXHIBIT D-4  PROJECT RELIABILITY TEST PROTOCOL
 [To be attached following agreement of the Parties]




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EXHIBIT D-5  SCADA SYSTEM COMMISSIONING PROTOCOL
 [To be attached following agreement of the Parties]




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EXHIBIT D-6  ACCEPTANCE CRITERIA
 [To be attached following agreement of the Parties]




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Execution Version
 EXHIBIT E-1  TURBINE MECHANICAL COMPLETION CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 WIND HUNTER, LLCBy:Name:Title: 
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title:




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EXHIBIT E-2  TURBINE COMPLETION CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title: 
 WIND HUNTER, LLCBy:Name:Title:




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EXHIBIT E-3  FINAL TURBINE COMPLETION CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title: 
 WIND HUNTER, LLCBy:Name:Title:




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EXHIBIT E-4  POST-COMPLETION SIGN-OFF CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title: 
 WIND HUNTER, LLCBy:Name:Title:




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EXHIBIT E-5  FINAL SIGN-OFF CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title: 
 WIND HUNTER, LLCBy:Name:Title:




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EXHIBIT E-6  SCADA SYSTEM COMMISSIONING CERTIFICATE
 Master Agreement Turbine Supplier Buyer  TPO
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.By:Name:Title: 
 WIND HUNTER, LLCBy:Name:Title:




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EXHIBIT F  FORM OF SCOPE CHANGE ORDER
 Master Agreement Turbine Supplier Buyer  TPO
 1.
    
    [insert description of Scope Change]2.
    
    [insert description of change in Purchase Price and payment schedule]3.
    
    [insert description of change in Delivery and Completion Schedule]
  
 GUANGDONG MINGYANG WIND POWER TECHNOLOGY CO., LTD.
    
    
    
    WIND HUNTER, LLC.By:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:




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EXHIBIT G
INSURANCE REQUIREMENTS
 A. Turbine Supplier
        8.
    
    Endorsements:
    
    (a) waiver of subrogation(b) severability of interest and cross-liability(c) Buyer to be named as additional insured under 1,2, 3, 6 and 7
 B. Buyer
        8.
    
    Endorsements:
    
    (a) waiver of subrogation(b) severability of interest and cross-liability(c) Turbine Supplier to be named as additional insured under 1,2 and 3




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EXHIBIT H  TECHNICAL SPECIFICATIONS
 [To be attached following agreement of the Parties]




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EXHIBIT I-1  FORM OF BUYER LETTER OF CREDIT


Beneficiary:
    
    Guangdong Mingyang Wind Power
Technology Co., Ltd.
    
    Applicant:
    
    Wind Hunter, LLCAddress:
    
    
    
    Address:













Master Agreement TPO












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By:  Name:Title:




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##### 



EXHIBIT I-2  FORM OF TURBINE SUPPLIER LETTER OF CREDIT
   
 
 Beneficiary:
    
    Wind Hunter, LLC
    
    Applicant:
    
    Guangdong Mingyang Wind Power Technology Co., Ltd.Address:
    
    
    
    Address:
 
     Master Agreement TPO




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By:  Name:Title: