KTera EN ER RECEIVED

November 26, 2013

Fran Urbshott - CAO

2340 Egremont Drive,

Strathroy, ON. N7G 3H6

KTera EN ER

RECEIVED CANADA

NOV 2 6 2013

TOWNSHIP OF ADELAIDE METCALFE

Subject: Adelaide Wind Energy Centre — Commencement of Construction Activities

Dear Ms. Urbshott:

Kerwood Wind, Inc. is planning to engage in a renewable energy project for which a Renewable Energy

Approval (REA) was issued by the Ministry of the Environment on August 1, 2013. We have been

discussing the Adelaide Wind Energy Centre project with you and/or your staff during the planning

stage. This letter continues our communications about the project as it enters the construction stage.

Initial land clearing and grading activities for the substation and laydown area as described in the REA

documents are scheduled to begin work as early as November 26, 2013. Roads, turbine foundations,

and underground collection system work will also begin in December 2013 and turbines will arrive

starting in early 2014. Turbines and other Project components will be delivered to the Project site via

Highway 402. The Project is expected to be operational as early as summer 2014.

Please also find enclosed a copy of the Renewable Energy Approval and Emergency Action Plan for your

information, note that the Plan will continue to be updated as the construction process evolves.

NextEra Energy Canada, ULC is committed to maintaining ongoing communication throughout

construction and operation phase of the project. Should you have any questions or concerns please do

not hesitate to contact either myself or Derek Dudek ([email protected]).

Sincerely,

KERWOOD WIND, INC.

BY: Ben Greenhouse

Director, Development NextEra Energy Canada, ULC

c.c. Cathy Case, Clerk, Adelaide Metcalfe

Enclosures Adelaide Notice of Commencement of Construction Activities

Adelaide Emergency Action Plan

Adelaide Renewable Energy Approval

NextEra Energy Canada, ULC 390 Bay Street, suite 1720 I Toronto, Ontario M5H 2Y2 1416 364 9714

NExTera. E N E

CANADA

COMMENCEMENT OF CONSTRUCTION ACTIVITIES For the Adelaide Wind Energy Centre

Kerwood Wind, Inc.

Project Name: Adelaide Wind Energy Centre

Project Location: Adelaide-Metcalfe, North Middlesex, Middlesex County, Ontario

Dated at Middlesex County this the 26 November 2013

Kerwood Wind, Inc. is planning to engage in a renewable energy project for which a Renewable Energy Approval (REA)

was issued by the Ministry of the Environment on August 1, 2013. The Project, called the Adelaide Wind Energy

Centre, is located in the Municipalities of Adelaide-Metcalfe and North Middlesex in Middlesex County, Ontario. The

Project will consist of 37 wind turbine generators, step-up transformers, electrical collector lines, turbine access roads

and construction staging areas. A 115 kV transmission line will run from the Project's substation to a switchyard, and

then to a Point of Common Coupling on Hydro One's 500 kV transmission line. The 115 kV line running from the

switchyard to Hydro One's existing 500 kV line is common to three of NextEra's projects, i.e. Adelaide, Bornish and

Jericho Wind Energy Centres.

Commencement of Construction Related Activities: Initial land clearing and grading activities for the substation and laydown area as described in the REA documents are

scheduled to begin work as early as November 26, 2013. Roads, turbine foundations, and underground collection

system work will also begin in December 2013 and turbines will arrive starting in early 2014. Turbines and other

Project components will be delivered to the Project site via Highway 402. The Project is expected to be operational as early as summer 2014.

Ongoing Communication:

Kerwood Wind, Inc. is committed to maintaining communication with local stakeholders and community members.

Township of Adelaide-Metcalfe, Municipality of North Middlesex and Middlesex County staff, regulatory agencies,

local residents and Aboriginal communities will be notified of Project activities through mailings to the above-

mentioned parties, and notices posted on the Project's website, www.NextEraEnergyCanada.com.

Kerwood Wind, Inc. has developed a communication protocol which includes procedures for responding to and

addressing comments and complaints. The protocol also requires Kerwood Wind, Inc. to notify the Ministry of the

Environment should a complaint occur. The protocol is available for review in the Design and Operations Report on the Project's website.

A Community Liaison Committee has been established and notices regarding the committee can also be found on the Project website noted above.

If you have any questions or concerns, please do not hesitate to contact us at the information provided below.

Kerwood Wind, Inc, C/O

NextEra Energy Canada, ULC

Jeff Damen, Construction Manager

390 Bay Street, suite 1720

Toronto, ON, M5H 2Y2

Phone: 1-877-257-7330 or 519-518-9996

E-mail: [email protected]

Website: www.NextEraEnergyCanada.com

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N FXTe re ENERGY ed .

CANADA

Adelaide Wind Energy Centre

NextEra Energy Wind Operations

Emergency Action Plan g Y

Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11

Pages: 1 of 24

Approved: Safety Team

Table of Contents

Item Document Page

Number

Statement of Compliance 2

Designation of Facility Emergency Coordinators 3

Process Description 4

Objectives 4

Administration 4

Regulatory References 4

Training 4

Facility Location Information 5

Plant General Emergency Procedure 5

Emergency Action Plan Annual Drill 8

Immediate Site Evacuation Procedure (Appendix 1) 9

Delayed Site Evacuation Procedure (Appendix 2) 11

Designated Egress Routes and Muster Areas (Appendix 3) 13

Personnel Injuries/Serious Health Conditions (Appendix 4) 14

Fire Response Plan (Appendix 5) 17

Chemical/Oil Spills and Releases (Appendix 6) 21

Weather-Related Emergencies (Appendix 7) 23

Threats to the Facility (Appendix 8) 24

Pandemics (Appendix 9) 24

Sabotage Reporting (Appendix 10) 24

Emergency Action Plan Page 1 of 24

NExTe ra ' ENERG a

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Emergency Action Plan

Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11

Pages: 2 of 24 Approved: Safety Team

This Emergency Action Plan will be implemented as herein described.

STATEMENT OF COMPLIANCE

It is noted that this Contingency Plan was prepared in May 2012 by NextEra Adelaide Wind, LP.

Thus, I hereby state that the NextEra Adelaide Wind, LP has evaluated the requirements of all applicable Provincial and Federal Laws and recognize that this Plan has been prepared in accordance with the requirements therein.

Name:

Signature:

Title:

Date:

Doug McIntosh

Regional Wind/Solar Manager


NE,x-rera- ENERGY fl

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Internal Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11

3 of 24


DESIGNATION OF FACILITY EMERGENCY COORDINATORS

It will be plant policy that the Facility Representative will be known as the "Facility Emergency Coordinator/Designee" (per OH&S Code 2009, Part 7, 117(1) for the purposes of defining roles in this Emergency Action Plan. Alternate personnel may serve as the Facility Emergency Coordinator when necessary.

Primary Facility Emergency Coordinator:

TBD Site Manager

Alternate Facility Emergency Coordinator:

Doug McIntosh Regional Wind/Solar Site Manager

FOR INFORMATION ABOUT THIS PLAN

Personnel who may be contacted for further information or explanation of duties under this plan are as follows:

TBD Site Manager

Doug McIntosh Regional Wind/Solar Site Manager

Gerard Nostra Regional General Manager


NExTera . ENERG e

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Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


1.0 Process Description The Emergency Action Plan outlined in this document establishes the planned response actions that will be taken by personnel at the Adelaide Wind Energy Centre in the event of an emergency situation.

2.0 Objectives To establish a pre-planned set of actions that are to be taken when an emergency occurs that will minimize health risks to plant personnel and people in the surrounding community, as well as minimize adverse impacts to the environment. It is intended that this plan will make clear to all plant personnel the actions that they are required to take if an emergency situation develops.

3.0 Administration Paper copies of this Emergency Action Plan shall be maintained at the following plant locations at all times:

(1) The Facility Maintenance Building (2) The Administration Building

An electronic copy of this plan will also be accessible on the facility's LAN. This plan will be reviewed upon implementation, whenever revisions are made, and at least annually by NextEra Adelaide Wind personnel.

4.0 Regulatory References This plan has been developed to ensure compliance with OH&S Code 2009, Part 7, 117(1) (Emergency Response Plan). NextEra Adelaide Wind Energy Centre acknowledges awareness that any significant changes in types or quantities of chemicals or other hazards on the site will necessitate review of this plan. Any such revisions to this plan will be communicated with appropriate agencies and organizations.

5.0 Training All NextEra employees at the facility shall receive training on this Emergency Action Plan whenever it is modified or on at least an annual basis. Employees will also be trained when this plan is initially implemented. Contractors and visitors who will enter operating areas of the facility will be trained on plant alarms, mustering locations and evacuation procedures before they enter the facility for the first time, and at least annually thereafter. A listing of contractors with current training on this plan will be maintained at the facility for reference purposes.


NExTera ,................,

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ENERGY a Adelaide Wind Energy Centre



Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


6.0 Facility Location Information for Outside Emergency Responders The Adelaide Wind Energy Centre is located at TBD

7.0 Plant General Emergency Procedure This emergency plan was developed for the following plausible contingencies that could transpire at the facility:

(1) Personnel injuries and serious health conditions (2) Fires (3) Chemical releases (4) Weather-related causes (5) Threats to the facility that warn of danger to personnel (6) Pandemics (7) Sabotage Reporting (8) Other unanticipated events

It will be the responsibility of the Site/Plant Leader to assess a developing emergency situation and initiate the appropriate actions in this plan to protect personnel, the surrounding environment, and plant equipment from adverse damages. In the event of an emergency, the following actions will be immediately performed:

7.1 If the event is a fire, medical, or police emergency, contact 911 immediately.

7.2 If the event is a fire emergency, medical emergency, police emergency or weather-related emergency, ensure that the following are also contacted:

Title Name Office Phone Cell Phone Home Phone Site Manager TBD Emergency Coordinator

TBD

FPDC N/A 561-694-3636 866-375-3737

N/A N/A

7.3 Any work-related permits in affect shall be immediately voided, and personnel involved in such work shall cease all activities.

7.4 All sources of ignition, including hot work, burning cigarettes, portable tools and motor vehicles shall be immediately secured.

7.5 Based upon the type and extent of the emergency, the Site/Plant Leader should assess whether an evacuation should be initiated. The following criteria should be considered in rendering a decision to conduct an evacuation of the facility: (a) The affected parts of the facility and severity of the emergency. (b) Restrictions in egress routes caused by the emergency.


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Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


(c) Wind direction (if the emergency involves gases/vapors) (d) People currently located at the facility (day shift, night/weekend shift,

visitors/contractors, etc.)

7.6 If the Site/Plant Leader determines that a facility evacuation is necessary, he/she must determine which type of evacuation to direct. The following sections describe the types of evacuations that can be performed:

(a) Immediate Site Evacuation This type of evacuation would be used only in the event of an emergency grave enough to warrant immediate evacuation of all personnel. In this type of evacuation, operating area personnel should evacuate without regard for shutdown of plant systems or for placing plant systems in the safest mode possible. This type of evacuation should only be utilized if the safety of personnel in operating areas is in immediate and severe danger, such that any delay in evacuating could result in deaths or injuries to personnel.

(b) Delayed Site Evacuation This type of evacuation would be used in a serious emergency situation where non-essential personnel (those not involved in plant operations or emergency coordination) are immediately evacuated as a precaution, and essential personnel remain in operating areas to perform a controlled shutdown of the facility prior to evacuating. It is anticipated that this would be the primary type of evacuation used in response to serious emergencies at the facility. The Site/Plant Leader and/or Facility Emergency Coordinator must assess whether or not the prevailing circumstances warrant keeping essential personnel in plant operating areas to perform a controlled shutdown of the facility. If personnel will not be exposed to unnecessary danger to perform facility shutdown and/or place the facility into a safe condition, then this is the preferred type of evacuation, as opposed to an Immediate Site Evacuation.

NOTE: Although the Site/Plant Leader (or Facility Emergency Coordinator) may initially designate an evacuation to be a Delayed Site Evacuation, he/she should always keep in mind that conditions may change rapidly, and result in the need to call for an Immediate Site Evacuation.

7.7 If the Site/Plant Leader (or Facility Emergency Coordinator, as appropriate) determines that an evacuation is necessary, he/she shall ensure that a sounding of the plant alarm is initiated. In this case, an evacuation alarm should be sounded and all employees/visitors accounted for.


NExTera- ENERG ed

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Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


7.8 If an evacuation has been directed, and following the sounding of the evacuation alarm, the Site/Plant Leader shall ensure that instructions for evacuation are communicated to personnel over the plant radio system. These instructions should include the following items at a minimum: (a) The type of evacuation to be performed (b) Immediate Site Evacuation (c) Delayed Site Evacuation (d) The nature of the emergency (e) The location(s) of the emergency (f) Any egress routes that should not be used by evacuating personnel (if

known and applicable)

7.9 If an evacuation has been ordered, personnel shall follow one of the following evacuation procedures, as appropriate, based upon the direction of the Site/Plant Leader and/or Facility Emergency Coordinator: (a) Immediate Site Evacuation (APPENDIX 1) (b) Delayed Site Evacuation (APPENDIX 2)

7.10 Perform the appropriate follow-up procedure(s) below, based upon the type of emergency that is occurring: (a) Personnel Injuries/Health Conditions (APPENDIX 4) (b) Fire (APPENDIX 5) (c) Chemical/Oil Spills and Releases (APPENDIX 6) (d) Weather-related Emergencies (APPENDIX 7) (e) Threats to the facility (APPENDIX 8) (f) Pandemics (APPENDIX 9) (g) Sabotage Reporting (APPENDIX 10)

7.11 Should an incident occur, the following will notifications will be made:

The following will be contacted by the NextEra Energy Canada representative by phone within 4 hours of the occurrence of the operational exceedance/emergency:

• The Ministry of the Environment (Kristina Rudzki @ (416) 314-6802 ) (including the Spills Action Centre, if applicable)

• Haldimand County (Rob Grimwood @ 905-318-0159 X-229

Followed by a hard copy incident response report provided within 24 hours of phone or e-mail contact noting:


NExTera ENERG ed

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Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


• The parameter exceeded • The magnitude of exceedance • Mitigative measures implemented including details of First Responders

contact, if required.

The following will be contacted within 4 — 8 hours of the operational exceedance/emergency:

• Stakeholders and local community members as applicable • Aboriginal communities as applicable

7.12 Emergency Action Plan Annual Drill It is the responsibility of the Site Leader to ensure an Emergency Action Plan Drill is held each year.

7.13 In addition to performing the drill, the Emergency Action Plan must be reviewed for accuracy. Make updates as required and forward revised plan to the Wind Safety Specialist. Ensure site team has been trained on any changes.

7.14 For those sites using the Task Manager to manage repetitive tasks, schedule this drill to occur each April

7.15 For those sites using the Compliance Tracker to manage repetitive tasks, schedule the drill for each April

7.16 Each year's drill content will be determined by the site leader based on current needs

7.17 The type of annual drill (table top, full functional drill, etc.) will be determined by the site leader based on current needs, BUT IT MUST INCLUDE A DOCUMENTED EVACUATION OF THE O&M / SERVICE BUILDING.

7.18 A roster of drill attendees and date of drill will be filed with sites' Emergency Action Plan documents

7.19 Any gaps or action items that are a result of the drill will be identified, resolved, fully documented, and filed with the sites' Emergency Action Plan documents. Note that Work Management is to be used to document actual tasks to be completed to close gaps.


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Internal Use

Number: 002

Issued: 2 Sept, 09 Revised: 31 Aug, 11


APPENDIX 1

Immediate Site Evacuation Procedure

1. Personnel present in the Administrative Building shall immediately take the following actions: (a) Locate and obtain the visitor/contractor sign-in sheet. (b) Locate and obtain all immediately accessible hand-held radios. (c) Gather in the Administrative Building as a group, and determine the safest muster

area to proceed to, depending upon the known circumstances of the emergency (as indicated on Appendix 3). NOTE: The primary muster area must be a predetermined location, with any-alternate muster areas selected only when egress routes to the primary muster area are unsafe to proceed along.

(d) Pass the following information over the plant radio system: 1) The muster area the employees will be proceeding to. 2) Visitors/contractors known to be in the operating areas (as indicated by the

visitor/contractor sign-in sheet). (e) Once emergency personnel have completed the preceding steps, they shall

immediately proceed to their designated muster area. Personnel in the Administrative Building should not delay in evacuating, or wait on other personnel that they anticipate may arrive.

(f) Upon arriving at the designated muster area, the group shall designate a Person- in-Charge and take a head count of all personnel who are at the muster area, including contractors and visitors.

(g) After a roll call of all personnel present at the muster area is taken, the Person-in- Charge shall identify which operating area personnel are not accounted for. The Person-in-Charge will then query by radio for personnel who are unaccounted for. The Person-in-Charge shall then establish radio communication with the Emergency Coordinator (if applicable) and relay information on personnel who are unaccounted for.

(h) All personnel at the muster location shall remain at the muster location until an "ALL CLEAR" signal is sounded, or if directed by the Emergency Coordinator (if applicable) to leave the muster location. The "ALL CLEAR" signal will be communicated by Radio or cellular telephone.

(i) The Person-in-Charge shall continuously monitor the plant radio system when at the muster location.


N EXTe ra ENE1=1GY CI

.......-• - CANADA




Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


2. Personnel present in the facility operating areas (other than Administrative Building) shall immediately perform the following actions: (a) If not monitoring the plant radio system, immediately turn on hand-held radios. (b) Proceed to the designated muster area, unless the egress route to the muster area

is not safe for travel. In such a case, proceed to an alternate muster area. (c) Instruct any personnel (including visitors and contractors) who are seen along the

way to proceed to the designated muster area. (d) Upon reaching the appropriate muster area, report to the Person-in-Charge and

continue to monitor the plant radio system. If no other personnel are present at the muster area upon arrival, communicate to the Site/Plant Leader that no other personnel are present in the area.

3. Personnel not in the operating areas of the plant (to include the administration building and parking areas) shall immediately perform the following actions: (a) Locate and obtain all immediately accessible hand-held radios. (b) Proceed to the designated muster area. (c) A Person-in-Charge shall be designated for the muster area. In many cases, this

will be the Emergency Coordinator. The Person-in-Charge shall establish radio communications with operating area personnel and compare roll call lists to determine if any personnel are unaccounted for in the facility.

(d) If the Emergency Coordinator is not present at the muster area, the Person-in- Charge at the muster area will coordinate outside responding agency activities until the Emergency Coordinator arrives. In the event that the Emergency Coordinator is in plant operating areas or has proceeded to the alternate muster area, he/she may elect to designate the muster area Person-in-Charge to act in the capacity of Emergency Coordinator during the emergency.


N EXTe ra ' ENERGY a

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Emergency Action Plan enc

Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11

Pages: 11 of 24


APPENDIX 2

Delayed Site Evacuation Procedure

1. Personnel present in the Administrative Building shall immediately perform the following actions: (a) Take necessary operating actions to place the facility in the most stable condition,

based upon the type of emergency. (b) Locate and obtain the visitor/contractor sign-in sheet (c) Communicate names of visitors/contractors currently in the operating areas to

outside operating personnel. Instruct outside operating personnel to locate and direct all visitors/contractors to proceed to the Administrative Building for egress instructions.

(d) When all visitors, contractors and non-essential operating personnel have been accounted for and are present in the Administrative Building, the Site/Plant Leader (or Emergency Coordinator, as appropriate) shall designate a trained person to escort all non-essential personnel to the designated muster area along the safest egress route.

(e) Notify the Emergency Coordinator and Production Staff of the current facility status, and evacuation details.

(f) Perform a controlled shutdown in accordance with appropriate procedures and directions from the Emergency Coordinator.

(g) Once the shutdown has been completed, all essential personnel shall gather in the Administrative Building and take roll call. When all essential operating personnel are present and accounted for, evacuation to the designated muster area shall be performed, unless the egress route is not safe for travel. In such a case, proceed to the alternate muster area.

2. Personnel present in the facility operating areas (other than Administrative Building) shall immediately perform the following actions: (a) Continuously monitor the radio system for information and instructions. (b) Perform immediate response actions, as appropriate, to place the facility in the

most stable condition, based upon the type of emergency. (c) Locate and direct non-essential personnel to proceed to the Administrative

Building immediately. (d) Perform facility shutdown instructions as directed by the Site/Plant Leader.

(e) Upon completion of shutdown, or upon direction by the Emergency Coordinator, proceed to the Administrative Building for instructions.


NEx-era ENERGY a__

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Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


3. Personnel not in the operating areas of the facility (to include the administration building and parking areas) shall immediately perform the following actions: (a) Locate and obtain all immediately accessible hand-held radios. (b) Proceed to the designated muster area (see Appendix 3). (c) A Person-in-Charge shall be designated for the muster area. The Person-in-

Charge shall establish radio communications with operating area personnel and compare roll call lists to determine if any personnel are unaccounted for in the facility.

(d) The Person-in-Charge at the designated muster area will coordinate outside responding agency activities and provide assistance (to include personnel, resources, and administrative functions) to the Administrative Building as directed by the Emergency Coordinator and/or Site/Plant Leader.

4. The Emergency Coordinator shall immediately perform the following actions: (a) Proceed to the Administrative Building, or to the location on the facility most

appropriate for directing response actions for the emergency. (b) Coordinate actions related to the emergency and provide directions to muster area

Persons-in-Charge. (c) In the event that the emergency escalates in severity or immediate danger to

personnel, direct immediate evacuation of all essential operating personnel involved in plant shutdown activities.


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Number: 002

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Revised: 31 Aug, 11


APPENDIX 3

Designated Egress Routes and Muster Areas for Evacuations

To Be Determined

NOTES: 1. The Designated Muster Area is located in the TechRoom at the Site Operations and Maintenance Building. 2. The Alternate Muster Area is located south of the Site Operations and Maintenance Building directly across Township Road

340 from the O&M Building. 3. The Primary Egress Route should be used during evacuations. Should the emergency render this route unsafe for travel; the

Alternate Egress Route should be used.


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Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11


APPENDIX 4

Personnel Injuries and Serious Health Conditions

The following sections provide basic guidelines for response actions to be taken in the event of emergencies related to personnel health. Although facility personnel should take the most aggressive response actions that are prudent in an emergency situation, the first and foremost action will be to call 911 to initiate the response of trained outside medical responders. To prepare facility personnel for such contingencies, it will be the facility policy that all operating personnel and as many other personnel as possible should be trained in CPR (Cardiopulmonary Resuscitation) and in the use of an AED (Automated External Defibrillator) if one is available. If present on site, the AED will be maintained at the facility at the designated location in the Administrative Building.

Basic First Response Actions • Check for unresponsiveness. Unresponsiveness is when the person is unconscious and does

not respond when you call their name or touch them. • If the person is unresponsive. immediately call 911 for outside medical assistance and ask

other personnel to bring the AED to the scene. Other personnel should assist with 911 notifications and expediting the delivery of the AED to the scene.

• Next check to see if the victim is breathing normally. If no signs of breathing are observed, the responder should initiate two rescue breaths into the victim. After the rescue breaths, a pulse should be checked for on neck. If a pulse is present, continue with recovery breathing, but do not initiate chest compressions.

• If no pulse is observed, complete CPR, with assisted breathing and chest compressions should be commenced.

• If CPR is being performed and the AED arrives to the scene, direct an assistant to begin setting up the AED for operation on the victim. CPR should be continued during the time that the AED is being set up.

• If the AED is placed into operation, remain near the victim and follow all AED instructions to ensure safety and proper victim monitoring. Maintain the victim with AED monitoring until trained medical responders arrive at the scene.

• If the victim is responsive, but shows signs of shock or has an obvious severe injury, call 911 immediately and take additional actions as described in the sections below.

• If the victim has obvious broken bones or is bleeding profusely or may have neck or spine injuries, do not attempt to move the victim. Make the victim as comfortable as possible, and apply pressure to mitigate areas of profuse bleeding until trained medical personnel arrive at the scene.

• Immobilize all injured parts of the victim. • Prepare victim for transportation, if the victim can be safely moved.


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Number: 002

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Revised: 31 Aug, 11

Pages: 15 of 24


Physical Shock

Symptoms • Pallid face. • Cool and moist skin. • Shallow and irregular breathing. • Perspiration appearing on the victim's upper lip and forehead. • Increased, but faint pulse rate. • Nausea. • Detached semi-conscious attitude towards what is occurring around him/her.

Treatment • Request professional medical aid immediately. • Remain with and attempt to calm the victim.

Electric Shock

Symptoms • Pale bluish skin that is clammy and mottled in appearance. • Unconsciousness. No indications that the victim is breathing.

Treatment • Turn off electricity if possible. • Call for professional medical assistance and an ambulance immediately. • Remove electric contact from victim with non-conducting material. • Perform CPR and call for the AED, if required.

Burns

Symptoms • Deep red color; or • Blisters; or • Exposed flesh.

Treatment • Cooled immediately if at all possible, and • Free of any jewelry or metal if it is safe to remove it. • Do not pull away clothing from burned skin tissue. • Do not apply any ointment to burn area. • Seek professional medical assistance as soon as possible.


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Heat Stroke

Symptoms • Face will be red • Face will be dry to the touch. • The pulse will be extremely strong and fast.

Treatment • Rapidly cooled or death can occur. • Sponged with water. • Fanned to allow evaporation to occur. • Moved into a cool environment.

Heat Exhaustion

Symptoms • Increased heart rate • Exhaustion can follow. • An impaired ability to think can exist. • A lack of coordination may be present. • Body temperature may be normal. • Skin can be clammy. • Weakness and dizziness may result.

Treatment • Remove from the hot environment. • Lay victim on their back with feet slightly elevated.


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Internal Use

Number: 002

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Pages: 17 of 24


APPENDIX 5

Fire Response Plan

The Adelaide Wind Energy Centre has a Fire Prevention Plan that describes measures taken at the facility to prevent, minimize the severity of, and proactively prepare for the event of a fire emergency. However, in the event that a fire should occur at the facility, this Fire Response Plan describes the actions that should be taken by plant personnel. Safe and expedient response actions are essential to protect the health and safety of plant personnel and minimize damages to plant equipment and the surrounding environment.

1. Any person who discovers a fire in the facility should immediately make radio contact with the plant control room, and provide the following information: (a) That a fire has been discovered. (b) The location and source of the fire. (c) Any injuries that have occurred (d) The cause of the fire (if known) (e) Actions he/she will be taking to extinguish the fire (if appropriate, in accordance

with step 2 of this procedure).

NOTE: Notifying others of the emergency and getting trained responders on the way is the most important step in minimizing injuries to personnel and damage to equipment. However, in the event that the person discovering a fire would be significantly delayed in attempting to extinguish it in its incipient stage by first getting to a radio to report it, the priority would be to extinguish the fire in the incipient stage. Example: A fire commences in the immediate vicinity of a person who does not have immediate access to a plant radio. If the person can quickly extinguish the fire, he/she should do so first, then get to a radio to report the fire as soon as possible thereafter. If a fire progresses to, or is discovered in a state beyond the incipient stage, the immediate action is to notify othersothers over the radio and get help.

2. Any person discovering a fire in its incipient stage should take action as quickly as possible to extinguish the fire. In general, a fire should be considered to be in its incipient stage if it meets two primary criteria: (a) The fire can be extinguished or controlled with a single portable fire extinguisher,

and, (b) The person discovering the fire perceives an adequate level of safety in attempting

to extinguish the fire.


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3. As long as the fire is in its incipient stage, as defined above, the person discovering the fire should utilize all appropriate and readily available fire extinguishing equipment to extinguish the fire. Fire-fighting efforts beyond the incipient stage will be performed by trained outside responders only. (Note: All plant personnel will be provided with initial and periodic refresher training on the types and locations of fire-fighting equipment at the facility. The Fire Extinguisher Deployment Plot, detailing the location of portable fire extinguishing equipment deployed at the facility, is provided at the end of this appendix. Additionally, the Fire Protection System Plot details locations of key fire hydrants near or on the facility.)

4. In response to the fire, the Site/Plant Leader will need to make the following determinations: (a) The equipment or activities that need to be shutdown and/or ceased. (b) If any automatic fire suppression systems were activated as a result of the fire,

when to secure such systems.


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Pages: 19 of 24


Fire Extinguisher Deployment Plot Legend:

Dry Chemical Extinguisher

To Be Determined


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Adelaide Substation

To Be Determined


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Number: 002

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Revised: 31 Aug, 11


APPENDIX 6

Chemical/Oil Spills and Releases

The spill or release of any chemical is a potentially serious event, and appropriate response actions must be taken to minimize health hazards to personnel, as well as potential impacts to the environment. It is the policy of the facility that plant personnel will not respond to spills/releases, but will instead call for trained outside responders to perform this function. For the purpose of clarification to plant personnel, the term "respond" in this context refers to actions taken to perform cleanup operations of spilled substances, and in some cases may even take the meaning of actually stopping the source of a spill. Taking basic response actions to a spill such as setting up barricades, placing containment media and stopping spills in situations such as the step 1 example below should not be construed to be acting in the role of a "responder", as it is defined in OSHA HAZWOPER regulations.

The basic actions to be taken in response to a chemical spill or release are the following: 1. If the spill or release is the direct result of an operational action performed on the system

from which the release has originated, the person who performed the action should attempt to stop the release (if possible) if it can be stopped without incurring additional personal exposure to the substance. An example of this might be the following:

Example: A person opens the drain valve on a line that results in an unexpected release. If the person can immediately stop the release by closing the valve, this action should be taken if no additional exposure to the chemical will occur by doing so.

2. The person discovering a spill/release should immediately move to a location that is a safe distance from the affected area, but still allows for observation of the affected area (if remaining within observation distance is safe under prevailing conditions; if in doubt, do not risk exposure — leave the area.).

3. The person discovering the spill should look for other personnel in the area, and warn them by any means available of the event that has occurred. The Site/Plant Leader should be notified immediately over the radio. Information provided should include all of the following that are known: (a) What type of chemical has been spilled/released. (b) The location(s) of the spill/release. (c) If the source of the spill/release has been stopped (d) If any injuries or chemical exposure has occurred to personnel. (e) Boundaries describing the area of the spill. (f) Whether or not the spill is contained. (g) Quantity released. (h) Environmental Impacts (water bodies, streams, ground, roadways)


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4. Based upon the report from the person discovering the spill, the Site/Plant Leader shall evaluate whether the circumstances pose a threat to the surrounding community or the environment. If a threat is imposed to the community or environment, 911 should be notified immediately. The Site/Plant Leader shall also contact at least one of the following specialized emergency responders:

Organization Expected Response Time Contact Number TBD TBD TBD TBD TBD TBD

5. The Site/Plant Leader shall make a determination as to whether the spill/release is of a quantity that must be reported to agencies, and if so, which agencies to notify. To perform this step, the Site/Plant Leader shall use the Spill Prevention Control and Countermeasure Plan (SPCC). The Site/Plant Leader shall ensure that all required notifications are made.

6. While remaining at a safe distance from the spill/release, the person discovering the spill should locate and place temporary containment around the outer boundaries of the spill, and place absorbent mats over any plant drains that are near the location of the spill. This should be performed only if it is safe to do so without risking chemical exposure.

7. The person discovering the spill should attempt to barricade, restrict access or otherwise mark off safe boundaries around the spill to avert others from inadvertently approaching the spill area. This should be performed only if it is safe to do so without risking chemical exposure.

8. The person discovering the spill should remain at a safe distance from the source of the spill/release until additional assistance or instructions are received.

9. Unless the person discovering the spill has reported unsafe conditions for approach of the area, the Site/Plant Leader shall immediately proceed to the spill area to evaluate the severity of the incident. NOTE: IF ANY PERSONNEL ARE DISCOVERED TO BE UNCONSCIOUS OR OTHERWISE INCAPACITATED UPON APPROACH TO THE SPILL SCENE, ALL PERSONNEL MUST IMMEDIATELY BACK AWAY TO A SAFE DISTANCE FROM THE UNKNOWN THREAT.

10. The Site/Plant Leader shall evaluate the adequacy of containment, barricades, and any other efforts that have been taken to prevent the spill from migrating to any additional areas or systems, and direct additional actions to be performed (unless it is deemed that any additional actions are unsafe to perform). The adequacy or need for PPE should also be assessed. Upon completing this assessment, the Site/Plant Leader shall notify/inform the Facility Emergency Coordinator of the status of the emergency.

11. Once the Site/Plant Leader (or Emergency Coordinator, as appropriate) has determined that adequate containment and barricading of the spill area exists, he/she shall ensure that an adequately trained observer remains positioned a safe distance from the scene to observe the status of the spill. This observer shall perform radio status checks a minimum of once every three minutes until outside responders arrive for cleanup/mitigation actions.


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E Emergency Action Plan

Internal Use

Number: 002

Issued: 2 Sept, 09

Revised: 31 Aug, 11 Pages: 23 of 24 Approved: Safety Team

APPENDIX 7

Weather-Related Emergencies

Natural emergencies considered in this procedure are associated with weather disturbances such as tornadoes, flooding and severe thunderstorms. Flooding waters, lightning, high winds and heavy rains may be detrimental to the employees and or equipment and structures at the facility. Warnings about developing weather emergencies are issued by local radio stations or tracked by onsite weather systems. These warnings should provide adequate information of the approach of weather-related emergency conditions. The Site/Plant Leader at the facility has several means to monitor these weather-related emergencies. These include:

• Internet access to weather-related web-sites; • AM/FM radio to monitor local news stations • Weather Sentry at http ://weather. dtn. com/dtnweather

When information is received that a severe weather or tornado watch has been issued for the facility area the following actions shall be taken:

1. The Site/Plant Leader should notify the General Manager. 2. The General Manager shall make a determination about whether or not the plant

should be shut down due to the weather situation. 3. Personnel should seek indoor shelter in the plant Administrative Building, or

other reinforced structure. Personnel should remain indoors if the severe weather is affecting the immediate area of the facility.

Severe Weather Preparatory Checklist Ensure all portable equipment is stored indoors. Ensure all compartment accessory doors are closed and latched for all gas turbine and steam turbine equipment modules. Ensure that switchgear, load Centre, and tower doors are closed and latched. Ensure that the Administrative building doors are closed and latched. Place all trashcans in locations not exposed to weather. Make a general housekeeping inspection and ensure that all loose objects and debris that could potentially become airborne are secured or inside. Ensure all radios are fully charged. Secure all Sea Train/CONEX Storage buildings. Ensure all personnel evacuate towers if lightning is in the area or if there are other unsafe conditions that warrant climbing to be unsafe.


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Number: 002

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Revised: 31 Aug, 11


APPENDIX 8

Threats to the Facility

In the event that the site receives threatening correspondence either by phone or by other means of communications, the following actions should be performed immediately: Actions by the person receiving the threat:

1. Gather as much information as possible from the person making the threat. If the threat is via written correspondence, place the correspondence in a location in which it will not be touched or otherwise disturbed until police can be contacted. If the threat is being made verbally (phone, or other), communicate and obtain information from the individual making the threat for as long as possible.

2. Inform the Site/Plant Leader and/or General Manager of the situation. The Site/Plant Leader and/or General Manager may consider any or all of the following actions to take in response to the threat situation, depending upon the circumstances of the threat: a) Order an evacuation of the facility. b) Call 911 for Police or Fire Assistance. c) Arrange for additional security personnel for the facility. d) Direct plant personnel to commence a controlled shutdown of the facility. e) Direct searches to be performed on vehicles entering the facility.

APPENDIX 9

Pandemics

Refer to the PGD (Power Generation Division) Pandemic Plan (attached)

APPENDIX 10

Sabotage Reporting

1. Refer to the NextEra Sabotage Reporting procedure (attached) 2. Contact the following:

a) Local law enforcement. If emergency dial 911. b) FPDC at 561-694-3636 or 1-866-375-3737 c) Corporate Security at 561-694-5000

3. Communicate the sabotage event to all on-site personnel 4. Document / update the event in the Event Response Tracking System


-(-'< Borea

Borea Construction

Adelaide Wind Project

Emergency Response Plan Adelaide Wind Project

Kerwood Rd south of Hwy 402 Kerwood, ON

1 Borea \ CONSTRUCTION

Contents EMERGENCY RESPONSE PLAN 3

1.0 EMERGENCY INFORMATION 4

1.1 Emergency Telephone Numbers and Contacts: 4 1.2 Site address is 4

2. EMERGENCY NOTIFICATION PROCEDURE 5

3. FIRST AID 5

3.1 HOW TO HANDLE AN EMERGENCY SITUATION 5 3.2 SPIDERS - /BROWN RECLUSE 6 3.3 TREATMENT FOR A SPIDER BITE: 6 3.4 SNAKE BITES 6

4. BLEEDING 6

4.1 EXTERNAL BLEEDING: 6 4.2 INTERNAL BLEEDING• 7 4.3 WHAT TO DO FOR THE VICTIM: 7

5. FRACTURES 7

5.1 A SIMPLE FRACTURE 7 5.2 A COMPOUND FRACTURE 7

6. ASPHYXIATION 8

6.1 RESCUE BREATHING 8

7. HEAT ILLNESS 8

7.1 Heat Cramps 8 7.2 Heat Exhaustion 8 7.3 Heat Stroke 9

8. ELECTRIC SHOCK 9

ADELAIDE WIND PROJECT SITE EVACUATION PLAN 10

I. PURPOSE OF DOCUMENT 10 I. SCOPE: 10 Ill. SITUATION' 10 IV. CONCEPT OF OPERATION: 11 V. EMERGENCY OPERATIONS — WARNING AND EVACUATION 11 VI. Types of Emergencies 12 Tornados 12 Severe Storms 12 Blizzards 12 Lightning 12 Fire 13

COMMUNICATION DEVICES 13

FIRE EXTINGUISHERS 14

2

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EMERGENCY RESPONSE PLAN

This emergency response plan has been prepared for use in event response during the construction of the Adelaide Wind Project. It is intended to be a guideline for prompt event response and shall not supersede, replace or otherwise conflict with the contractor's responsibilities to its employees or its own company policies.

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1.0 EMERGENCY INFORMATION NOTE: .When calling 911, it is important that the caller be specific as to the location of the emergency. Specifically state "Adelaide Wind Project", if it is obvious that an Air Transport is needed; state this to the dispatch person.

1.1 Emergency Telephone Numbers and Contacts:

1.2 Site address is: Kerwood Rd south of Hwy 402, Kerwood, ON. Site Coordinates: 42.989424, -81.743433 / +42° 59' 21.93", -81° 44' 36.36"

Emergency Response: Dial 911

Fire: 911 Strathroy-Caradoc Fire Department

(Emergency) 23 Zimmerman Street North

Strathroy, ON N7G 2G8 PHONE 911

Ailsa Craig Fire Station 159 William Street Ailsa Craig, Ontario

NOM 1A0 519-494-6001

EMS is —8 minutes from Site

Police: 911

Ontario Provincial Police (OPP)

28444 Centre Road, RR 5 Strathroy, ON N7G 3H6

- General Inquiries PHONE (519) 245-2323 EMERGENCY DIAL 911

Ambulance: 911

Ambulance (Emergency)

61 Albert Street

Strathroy, ON N7G 1V4

PHONE 911

Flight for Life: 911 Dial 911

Site Coordinates: 42.989424, -81.743433 / +42° 59' 21.93", -81° 44' 36.36"

Medical Care & Work

Injuries Strathroy Middlesex General

Hospital (Automated Attendant) 395 Carrie Street, Box 5001 PHONE

(519) 245-5295 Strathroy, ON N7G 3J4

Strathroy Medical Clinic, 376 Carrie Street

PHONE (519) 245-0430 Strathroy, ON N7G 3E3

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2. Emergency Notification Procedure

All site personnel will immediately report any observed fires or other emergencies. A responsible person will handle emergency response monitoring and notification. If you are at the scene of a fire or other emergency or with an injured or ill person, the following emergency notification procedure will be used:

1. Immediately contact any supervisor via cell phone 2. State the NATURE OF EMERGENCY or INJURY 3. State if Ambulance Service is needed.

It is essential to report the level of injuries so that the proper mode of handling and transportation is used. Because location Adelaide Wind Project is in a remote area, "Special handling" is required for the prompt and safe evacuation of injured employees.

4. State the location of the fire or emergency (Re: Turbine Location/nearest cross road) 5. The person receiving information will then make necessary call(s) to the required Emergency response facilities listed above.

The procedure for calling emergency response includes following information:

• Victim's personal information • Type of Injury • Location of injured Person (Tower Number/Nearest Intersection) • Name of person in charge

6. The person that made the call will then coordinate with site personnel to assist at the location of the emergency/injury, as well as assign an employee to meet the Fire Department or ambulance in order to escort them to the location of the emergency. In all emergencies, it is imperative that Management personnel be informed as soon as possible of the incident at the numbers shown.

7. If an air ambulance is necessary the person in charge will coordinate a landing point and transportation of the injured person to the landing point.

3. FIRST AID

3.1 HOW TO HANDLE AN EMERGENCY SITUATION

KEEP CALM. Remaining calm while helping the victim will help him/her to keep calm and cooperate. If the victim becomes anxious or excited the extent of the damage from the injury could be increased.

PLAN QUICKLY WHAT YOU NEED TO DO. Learn basic procedures, or have your first aid manual available, so you can care for the victim.

SEND FOR PROFESSIONAL HELP. Reaching help quickly could save a life. Know your local emergency telephone numbers.

BE AN ENCOURAGEMENT TO THE INJURED PERSON. Let the victim know that help is on the way and try to make them as comfortable as possible. Showing care and concern for the victim can give them hope during their circumstances.

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3.2 SPIDERS - /BROWN RECLUSE 1. Know where spiders are and avoid blindly stepping on, reaching for, crawling into or putting something that might be hiding

a spider. The use of a long stick can be effective in probing hidden areas. 2. Spiders are insects and therefore they seek warm places when it is cool, engine compartments, controllers' and transformers'

compartments, beneath vehicles, rocks, and obvious sunning areas. 3. Spiders seek cool places when it is hot, again, underneath vehicles, controllers' and transformers' compartments, in shady

spots, such as underneath or inside nacelles, blades, and towers. 4.Spray an insects killing spray in the compartments ahead of commencing the work. 5. Do not attempt to pick up, play with, or handle a spider

3.3 TREATMENT FOR A SPIDER BITE: 1. Check that the area is clear of spiders. 2. Keep the victim calm and quiet. He may experience anxiety, which is a common reaction to a bite, both physically and

mentally. 3. Apply ice to the wound, if available 4. Be sure the victim's airway stays clear. 5. Immobilize the affected area if possible, including use of a splint. Make sure that you keep the wound at or below the level

of the heart. 6. If possible carry the victim to help. If you cannot carry the victim and the victim is capable of walking, slowly walk the

victim to a vehicle. Make sure that you keep physical or strenuous activity to a minimum, delaying the spread of the venom. Seek medical attention as soon as possible.

7. Brown recluse bites may require antibiotics.

3.4 SNAKE BITES 1. Make sure that the responsible snake or snakes have been appropriately and safely contained, and are out of danger of inflicting any additional bites. 2. Immediately call for transportation 3. Keep the victim calm and reassured. Allow him or her to lie flat and avoid as much movement as possible. If possible, allow the bitten limb to rest at a level lower than the victim's heart. 4. Immediately wrap a large constricting band snugly about the bitten limb at a level just above the bite site, ie. Between the bite site and the heart. The constricting band should be as tight as one might bind a sprained ankle, but not so tight as to constrict blood flow DO NOT cut or incise the bite site. DO NOT apply ice to the bite site.

4. BLEEDING

4.1 EXTERNAL BLEEDING: 1. Apply direct pressure. Place a clean, folded cloth over the injured area and firmly apply pressure. If blood soaks through, do

not remove it. Instead, cover that cloth with another one and continue to apply pressure to the wound for 7-10 minutes. If the bleeding is from the ear, place a clean bandage over the ear, lay the victim on his side, and allow the blood to drain out through the bandage.

2. Elevate the injury. Position the wounded part of the body above the level of the heart if possible while you apply direct pressure.

3. Know the pressure points. If direct pressure and elevation do not sufficiently slow the blood flow, find a pressure point. Large arteries found close to the skin's surface supply blood to the head and to each arm and leg. The most common pressure points used during first aid are located in the upper arms and in the creases above the upper legs. Apply pressure to the

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closest pressure point to the wound so that the artery is pressed between your fingers and the bone directly behind the artery. If using the pressure point on a leg, you may need to use the heel of your hand instead of your finger.

4. Resort to a tourniquet. On very rare occasions everything listed above may fail. To prevent the victim from dying, you should apply a tourniquet. Once a tourniquet is applied, it should not be loosened or removed until the victim has reached medical help. Use a tourniquet ONLY if everything listed above has failed. If you use a tourniquet, write down somewhere on the victim the time it was applied, so medical personnel will know how long it has been in place.

4.2 INTERNAL BLEEDING: Internal bleeding results when blood vessels rupture allowing blood to leak into body cavities. It could be a result of a direct blow to the body, a fracture, a sprain, or a bleeding ulcer. If a victim receives an injury to the chest or abdomen, internal bleeding should be suspected. He will probably feel pain and tenderness in the affected area. Other symptoms to watch for: 1. Cold, clammy skin 2. Pale face and lips 3. Weakness or fainting 4. Dizziness 5. Nausea 6. Thirstiness 7. Rapid, weak, irregular pulse 8. Shortness of breath 9. Dilated pupils 10. Swelling or bruising at the site of injury

The more symptoms that are experienced, the more extensive the internal bleeding is.

4.3 WHAT TO DO FOR THE VICTIM: 1. Check for an open airway and begin rescue breathing if necessary. 2. Call for medical help as soon as possible and keep the victim comfortable until help arrives. 3. The victim may rinse his mouth with water, but DO NOT give a victim of internal bleeding anything to drink.

5. FRACTURES

5.1 A SIMPLE FRACTURE Does not pierce through the skin. If it is not cared for properly, it could become a compound fracture.

If a fracture is suspected... 1. Check for swelling around the affected area 2. There may be discoloration of the skin If the victim complains of tenderness and pain in the area or says that he felt or heard a bone snap, see a doctor immediately.

5.2 A COMPOUND FRACTURE Pierces through the skin. Serious bleeding may occur with this kind of wound. Do not apply pressure to a compound fracture to stop the bleeding.

What to do for a compound fracture: 1. Cover the injured part with a sterile pad 2. Apply a splint to keep the bone from causing further injury to the surrounding tissues 3. Wait for medical help 4. Avoid moving the victim, but keep him warm, comfortable, and reassured.

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6. ASPHYXIATION Asphyxiation is a loss of consciousness due to the presence of too little oxygen or too much carbon dioxide in the blood. The victim may stop breathing for a number of reasons (i.e. drowning, electric shock, heart failure, poisoning, or suffocation). The flow of oxygen throughout the body stops within a matter of minutes if a person's respiratory system fails. Heart failure, brain damage, and eventual death will result if the victim's breathing cannot be restarted.

6.1 RESCUE BREATHING RESPIRATORY RESTORATION A person suffering from asphyxiation should be given rescue breathing. Before you begin rescue breathing, be certain that the victim has actually stopped breathing. 1. Kneel beside the victim, place your ear near his nose and mouth, and watch his chest carefully. You should feel and hear the

breaths and see his chest rise and fall if he is breathing. IF THEY ARE NOT BREATHING...

2. Provide an open airway. Carefully place the victim on his back and open his mouth. If any material is blocking the airway, it must be cleared out.

3. Tilt the victim's head back by placing the heel of one hand on his forehead and the other hand under the bony part of his chin to lift it slightly.

4. Straddle his thighs, placing one palm slightly above the navel but well below the breastbone. Cover this hand with the other and interlace the fingers.

5. Without bending your elbows, press sharply on the victim's abdomen 6-10 times. 6. Turn the victim's head to one side and sweep out any contents in his mouth with your fingers. 7. If the victim's breathing is not restored after removing the object, reposition his head in the head-tilt/chin-lift position and

continue breathing for him as long as is necessary or until help arrives. 8. If there are no signs of breathing, pinch the victim's nostrils closed. Seal your mouth over the victim's mouth and blow two

full breaths. A rising chest indicates that air is reaching the lungs. If the stomach is expanding instead, the victim's neck and jaw are positioned improperly. Gently push on the victim's abdomen with the palm of your hand until the air is expelled, because the extra air in the stomach may cause vomiting.

9. Look, listen, and feel again for signs of breathing. If the victim is still not breathing on his own, continue blowing into his mouth one breath every five seconds until help arrives.

7. HEAT ILLNESS Heat Illness consists of the following disorders, in order of severity:

7.1 Heat Cramps Heat Cramps are brief intermittent muscle cramps that usually occur when a person takes a break from strenuous activity, such as climbing towers. To alleviate the symptoms, the following treatment may help: • Gently stretch the affected area and try to move to a cooler location. Massaging the muscle, however, may make the

symptoms worse. • Drink liquids with electrolytic fluids, such as Gatorade or All-Sport, or cool water mixed with no more than Y2 teaspoon salt

per quart of water.

7.2 Heat Exhaustion Heat exhaustion, if left untreated, can be a life—threatening disorder. Symptoms of heat exhaustion are temperature normal or near normal (as distinguished from heat stroke, following), weakness or fatigue, headache, nausea, vomiting, muscle cramps, thirst, skin sweating (again, as distinguished from heat stroke), and impaired judgment. This is especially critical given the

8

Borea Nt% CONSTRUCTION

dangerous nature of the work being performed, which could result in more serious injury or even death. Treat heat exhaustion as follows:

• Heat exhaustion can result in fainting. Check the ABC's of the victim, airway, breathing, and cardiovascular. If required, perform CPR or artificial respiration.

• Move the victim to a cool place and immerse, if possible into cool water (swimming pool, lake, bathtub). Move the victim to a shady place or shade the victim if moving him is not possible. If you cannot move the individual to an air-conditioned trailer (back of a station wagon, SUV, etc.), fan the victim as much as possible.

• To alleviate the possibility of the victim going into shock, lay the victim flat on his back and elevate the legs. • Clothes may be binding the victim and retaining heat. Loosen the clothes. • Give the victim liquids with electrolytic fluids, such as Gatorade or All-Sport, or cool water mixed with no more than V2

teaspoon salt per quart of water.

7.3 Heat Stroke Heat stroke is very life threatening. Symptoms of heat stroke include hot, usually dry skin (as opposed to sweating in heat exhaustion), high body temperature, delirium or quite often unconscious or comatose, hallucinations, confusion (dementia) and seizures or convulsions. Treat heat stroke as follows:

• Check the ABC's of the victim, airway, breathing, and cardiovascular. If required, perform CPR or artificial respiration. • It is imperative that you cool the victim as quickly as possible. Move the victim out of the sun or hot environment (inside of

a tower) and immediately spray or sponge with water or immerse in water if available, making sure that the victim doesn't drown. Fan the victim or move him to an air-conditioned area. If ice is available, place ice on the victims neck, groin area, and armpits. This will help to cool the victim's blood down more quickly, thereby reducing the victim's body temperature.

The best treatment for heat illness is prevention. Drink plenty of liquids prior to and during the activity and make sure that you have an adequate amount of salt in your daily diet. If working in the sun, wear a hat (hard hat), cover your neck and wear loose fitting and light colored clothing. Use liberal amounts of sunscreen when working outdoors.

CAUTION: MEDICATIONS, PARTICULARLY ANTIHISTAMINES (ALLERGY PILLS) CAN REDUCE THE BODY'S ABILITY TO SWEAT OR REACT TO HEAT. CHECK WITH YOUR DOCTOR IF YOU ARE TAKING MEDICATION.

8. ELECTRIC SHOCK • Either turns off the master switch to disconnect the power, or use a nonmetal, dry object such as a stick to pull the wire or

electrical source away from the victim's body. Make sure that you remove the victim from the source of electricity before you touch him or you could end up becoming a victim.

• If he is not breathing, begin rescue breathing immediately; a victim whose heart has stopped beating needs CPR. • If the person is unconscious, but is breathing and has a heartbeat, you should place him in the recovery position and monitor

his breathing and heart rate until medical help arrives.

9

Borea CONSTRUCTION

Adelaide Wind Project Site Evacuation Plan

I. PURPOSE OF DOCUMENT

The purpose of this document is to establish procedures for warning, evacuating, sheltering persons on the Adelaide Wind Project who would be endangered in the event of emergencies such as fires, tornadoes, or serious thunderstorms. The plan is designed to accomplish these functions with minimum confusion and maximum speed

I. SCOPE:

A. This plan is regional and specific in application and pertains to a possible emergency event that could occur while work is being performed on the Adelaide Wind Project. With the Adelaide Wind Project being located in an isolated area, the plan will describe the actions necessary to evacuate the site using the routes described in the plan.

B. The plan has been developed within the authority and guidance contained in policies and procedures by the owner and contractor. The concepts, practices, and procedures contained in this plan apply to sudden or advance warning type events that trigger the possibility of persons becoming in danger of possible injury or death.

1. Establish warning procedures 2. Outline Evacuation Procedures 3. Identify evacuation routes to be used 4. Identify reception centers and shelters to be activated for the care of evacuees 5. Identify procedures for the security of the perimeter and the interior of the project site during and after

evacuation. 6. Assign specific functions and responsibilities to site and local emergency response teams and agencies.

C. The plan has been developed to also emphasize procedures and processes on how to eliminate the event of possible equipment or material damage on the site. Specifically, the following list will explain the types of equipment that may be within the boundaries of the site.

1. Wind Turbine Components and Parts 2. Office and storage trailers 3. Heavy Equipment 4. Crane or heavy lift equipment

D. The plan has been developed to prepare and plan for an event of endangerment, serious injury or death in a wind turbine structure. The plan will describe the procedures and methods used to evacuate or rescue a person(s) from a structure 260 feet above ground.

III. SITUATION:

The Adelaide Wind Project is not located in a remote area where the possibility exists for large and uncontrollable fires. The Adelaide Wind Project is located in a region of Ontario where weather and storms can develop very rapidly. The storms in the region are known to produce large amounts of rain, thunder, hail, lightning and potentially tornadoes.

The Adelaide Wind Project is a being constructed for NEXT ERA ENERGY. The project exhibits the type of work installing roadways.

10

Borea \ CONSTRUCTION

Construction projects often exhibit equipment, fuels, lubricants and chemicals that cause hazards or hazardous conditions. The site will not have large quantities of chemicals, but it will have large quantities of fuels and lubricants. The plan will address emergency procedures and methods in the event that a large spill may occur.

IV. CONCEPT OF OPERATION:

To assure appropriate and prompt response to an emergency situation on the project, Borea construction has classified the situations and conditions according to the relative urgency as follows:

Type 1: A slowly developing situation or condition Type 2: A rapidly developing situation or condition Type 3: A situation where persons must be extracted from a wind Turbine

The site safety manager or designated representative will, in the event of any emergency, take immediate action necessary to prevent failure and to prevent or minimize injury, loss of life and property. He/She will initiate emergency notification procedures based on conditions as follows:

In a Type 1 slowly developing condition, the site safety coordinator will notify the owner representatives, Borea supervisors, and all subcontract supervisors on site. The site safety manager will then coordinate with local weather or emergency experts to determine and update themselves on the developing condition. The site safety manager will then determine what actions to take at that time or within a specific time period.

In a Type 2 rapidly developing situation or condition, the site safety coordinator will immediately notify all site supervisors and local authorities to implement the evacuation plan. The site safety manager will act to ensure that all personnel are evacuated from the site according to the plan and procedure.

In a Type 3 extraction from a wind turbine, the site safety coordinator will deploy the trained rescue response supervisor to the Turbine where the trapped or injured person(s) may be. The site safety manager will then notify the local fire department and ambulance service to ensure proper and immediate support.

V. EMERGENCY OPERATIONS - WARNING AND EVACUATION

General Local warning and evacuation operations will be conducted by Borea Construction and will be carried out in accordance with procedures established in this plan. The following guidelines apply to the site evacuation operations or emergency situation:

In a Type 1 Slowly developing condition, the situation will be closely monitored by the site safety coordinator. The site safety coordinator will contact the following companies and their supervisors to warn them of a developing situation:

Borea Construction - NEXTERA ENERGY —

Evacuation may be recommended or ordered by the site safety coordinator as a precautionary measure if the situation continues to deteriorate. If evacuation is necessary the gathering point will be the lay down Yard.

If conditions or reports from the local weather service indicate imminent danger, evacuation should be ordered immediately for affected areas. At this point, the site safety coordinator will move into a Type 2 rapidly developing condition.

In a Type 2 rapidly developing condition, warning and immediate evacuation will be passed to the representatives listed above. Local and State Emergency authorities will be fully activated at this time.

11

Borea CONSTRUCTION

Due to the extremely limited time available for dissemination of warning under these conditions, the first indication of an emergency may either be smoke in the area or thunderstorms with lightning.

In a Type 3, extraction from a wind turbine, the site safety coordinator will notify the trained rescue individual's onsite. A call will then be placed to the local fire and ambulance authorities.

VI. Types of Emergencies Tornados In the event of an approaching tornado the site safety will notify supervisors on site to stop work and evacuate to the parking area/lay down yard, In the event of a fast approaching tornado where access to the parking area is blocked, employees will be instructed to lie down in the lowest area available, guarding their head against flying debris. After the tornado has passed the site safety will notify supervisors on site by giving an all clear over the radio. The site safety will then initiate a roll call. One at a time each supervisor should reply with "all accounted for" or" employees not accounted for" If an employee ends up with someone else's group they should immediately notify that supervisor with their name and normal work group A thorough search of the area will be conducted until all employees are accounted for. The Site Manager or designated person will be responsible for a head count of all employees of the evacuation.

Severe Storms In the event of an approaching severe storm the site safety will notify supervisors on site to stop work and evacuate to the parking lot/lay down yard or take cover immediately. If the storm is producing hail, employees should attempt to get inside the nearest available shelter, vehicle, etc... After the storm has passed the site safety will notify supervisors on site by giving an all clear over the radio. The site safety will then initiate a roll call. One at a time each supervisor should reply with "all accounted for" or" employees not accounted for" If an employee ends up with someone else's group they should immediately notify that supervisor with their name and normal work group. A thorough search of the area will be conducted until all employees are accounted for. The Site Manager or designated person will be responsible for a head count of all employees of the evacuation.

Blizzards In the event of an impending blizzard the site manager will notify supervisors on site to stop work and evacuate to the parking lot/lay down yard. A decision will be made regarding sending employees home. Trade Superintendents will then initiate a roll call for their employees. One at a time each Foreman should reply with "all accounted for" or" employees not accounted for" If an employee ends up with someone else's group they should immediately notify that supervisor with their name and normal work group. A thorough search of the area will be conducted until all employees are accounted for. The Site Manager or designated person will be responsible for a head count of all employees of the evacuation.

Lightning In the event of cloud to ground lightning strikes the site safety coordinator will notify supervisors to shut down operations until the lightning subsides. Employees will be instructed to exit equipment and to seek shelter, avoiding high areas, trees, and metal objects. Personnel operating cranes should immediately bring their booms down to avoid potential lightening strikes. NOAA recommends the 30/30 rule. Each 5 seconds after a lightning bolt is seen before thunder is heard represents one mile.

12

Borea CONSTRUCTION

Fire In the event of an approaching fire, supervisors will inform their employees to abandon their work area and evacuate to the parking area/lay down yard. Emergency evacuation procedures are as follows: Evacuate area through Adelaide Wind Project if feasible. If evacuation is not possible, proceed to the nearest cleared area or turbine row Proceed to meet upwind of the fire, if feasible, have a designated collection point for a head count, which will be determined by each contractor. If you are unable to evacuate, call your manager via radio or cellular telephone and give your position and condition. The site safety will initiate a roll call. One at a time each supervisor should reply with "all accounted for" or" employees not accounted for"

Reporting a fire or other emergency is done primarily by telephone. If all telephones are out of order, then mobile telephones and/or radio communications will be used. The Site Manager is the contact person that can answer questions involving the explanations of duties under this plan.

COMMUNICATION DEVICES Two-way communication is an essential element of the evacuation plan. In case of weather conditions, such as severe thunderstorms or tornados, it is necessary to alert all personnel of the approaching danger. In case of medical emergencies that may occur on the site, rapid communication is needed to contact local emergency services personnel.

Land Line Telephones — land-line telephones are not available on this site

Cell Phones — call 911 in case of emergency.

Site Radios — due to the limited size of this site, cell phones will be the main source of communication.

Ontario Provincial Police OPP — 911

The Fire Department — 911

In the event of an emergency, radio channel 1 has been specified as the emergency management communications channel. Supervisors will be directed to switch to channel 1 for any further communications. All other communication on channel 1 will cease.

In the event of an emergency evacuation the site safety will conduct a roll call of the foremen. The foremen will respond with "All employees accounted for" or employees not accounted for. All others on site should perform a similar roll call for their respective organizations.

The site safety coordinator will act as incident commander. All roll call information should be communicated to him as soon as possible.

In the event of an emergency, Borea'6 managemeFdpersonnel will direct emergency services personnel to the site of the emergency.

13

- F-1 Borea CONSTRUCTION

Equipment Evacuation — no specific equipment evacuation is envisioned. Crane operators should lower any loads they may have in the air.

There is no siren or alarm.

FIRE EXTINGUISHERS Fire extinguishers are located in all of the Borea Construction pick-up trucks. In the event of fire, any employee may use extinguishers to attempt to extinguish the fire before evacuating.

In the event that the site safety coordinator is unavailable, the following alternates will be used to perform the duties of incident commander in this order: Scott Langstaff Site Manager

Script for severe weather/tornados.

Storm/Tornado Watch: "We are currently under a storm/tornado watch. Conditions exist for the possibility of a severe storm/Tornado. If conditions worsen further reports will be broadcast on radio channel 1. In the meantime be aware of surroundings. If storms or tornados suddenly develop, notify the site secretary immediately of the conditions so additional warnings can be broadcast to personnel on site.

Storm/Tornado warning: We are currently under a storm/tornado warning. An approaching storm system is located approximately miles away, heading in our direction. Initiate evacuation procedures now. If unable to evacuate take cover immediately. Utilize radio channel 1 for emergency management purposes beginning now.

Unless otherwise alerted by Borea supervisory personnel, after an evacuation employees should gather at the site parking area in the lay down yard.

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ri> ii.--- Ontario Ministry of the Environment

Ministere de I'Environnement

RENEWABLE ENERGY APPROVAL

NUMBER 8980-95RSLP Issue Date: August 1, 2013

Kerwood Wind, Inc. 390 Bay Street, Suite 1720 Toronto, Ontario M5H 2Y2

Project Adelaide Wind Energy Centre Location: Multiple Addresses south of Townsend Line, west of

Centre Road, north of Napperton Drive and east of Sexton Road Adelaide Metcalfe Township, County of Middlesex

You have applied in accordance with Section 47.4 of the Environmental Protection Act for approval to engage in a renewable energy project in respect of Class 4 Wind facility consisting of the following:

- the construction, installation, operation, use and retiring of a 37 wind turbine generator with a total name plate capacity of 60 megawatts (MW).

For the purpose of this renewable energy approval, the following definitions apply:

1. "Acoustic Assessment Report" means the report included in the Application and entitled "Noise Impact Assessment -Adelaide Wind Energy Centre", dated April 25, 2013, prepared by GL Garrad Hassan Canada Inc. and signed by Aren Nercessian and "Parkhill Interconnect-Noise Impact Assessment", dated April 2, 2013, prepared by GL Garrad Hassan Canada Inc. and signed by Aren Nercessian;

2. "Acoustic Audit - Emission" means an investigative procedure that is compliant with the IEC Standard 61400-11 and consisting of measurements and/or acoustic modelling of noise emissions produced by wind turbine generators, assessed to determine compliance with the manufacturer's noise (acoustic) equipment specifications and emission data of the wind turbine generators, included in the Acoustic Assessment Report;

3. "Acoustic Audit - Immission" means an investigative procedure consisting of measurements and/or acoustic modelling of all sources of noise emissions due to the operation of the Equipment, assessed to determine compliance with the Noise Performance Limits set out in this Approval;

Page 1 - NUMBER 8980-95RSLP

4. "Acoustic Audit Report-Emission" means a report presenting the results of the Acoustic Audit - Emission;

5. "Acoustic Audit Report- Immission" means a report presenting the results of the Acoustic Audit -Immission;

6. "Acoustic Audit - Transformer Substation" means an investigative procedure that is compliant with the IEEE Standard C57.12.90 consisting of measurements and/or acoustic modelling of all noise sources comprising the transformer substation assessed to determine compliance with the Sound Power Level specification of the transformer substation described in the Acoustic Assessment Report.

7. "Acoustic Audit Report - Transformer Substation" means a report presenting the results of the Acoustic Audit - Transformer Substation.

8. "Acoustical Consultant" means a person currently active in the field of environmental acoustics and noise/vibration control, who is knowledgeable about Ministry noise guidelines and procedures and has a combination of formal university education, training and experience necessary to assess noise emissions from wind facilities;

9. "Act" means the Environmental Protection Act , R.S.O 1990, c.E.19, as amended;

10. "Adverse Effect" has the same meaning as in the Act;

11. "Application" means the application for a Renewable Energy Approval dated August 22, 2012, and signed by F. Allen Wiley, Vice President, Development, NextEra Energy Canada, on behalf of Kerwood Wind Inc., and all supporting documentation submitted with the application, including amended documentation submitted up to the date this Approval is issued;

12. "Approval" means this Renewable Energy Approval issued in accordance with Section 47.4 of the Act, including any schedules to it;

13. "A-weighting" means the frequency weighting characteristic as specified in the International Electrotechnical Commission (IEC) Standard 61672, and intended to approximate the relative sensitivity of the normal human ear to different frequencies (pitches) of sound. It is denoted as "A";

14. "A-weighted Sound Pressure Level" means the Sound Pressure Level modified by application of an A-weighting network. It is measured in decibels, A-weighted, and denoted "dBA";

15. "Class 1 Area" means an area with an acoustical environment typical of a major population centre, where the background sound level is dominated by the activities of people, usually road traffic, often referred to as "urban hum";

16. "Class 2 Area" means an area with an acoustical environment that has qualities representative of both Class 1 and Class 3 Areas:

1. sound levels characteristic of Class 1 during daytime (07:00 to 19:00 or to 23:00 hours);


2. low evening and night background sound level defined by natural environment and infrequent human activity starting as early as 19:00 hours (19:00 or 23:00 to 07:00 hours);

3. no clearly audible sound from stationary sources other than from those under impact assessment.

17. "Class 3 Area" means a rural area with an acoustical environment that is dominated by natural sounds having little or no road traffic, such as the following:

1. a small community with less than 1000 population;

2. agricultural area;

3. a rural recreational area such as a cottage or a resort area; or

4. a wilderness area.

18. "Company" means Kerwood Wind Inc. and includes its successors and assignees;

19. "Decibel" means a dimensionless measure of Sound Level or Sound Pressure Level, denoted as dB;

20. "Director" means a person appointed in writing by the Minister of the Environment pursuant to section 5 of the Act as a Director for the purposes of section 47.5 of the Act;

21. "District Manager" means the District Manager of the appropriate local district office of the Ministry where the Facility is geographically located;

22. "Equipment" means the 37 wind turbine generators, associated ancillary equipment, and one (1) transformer substation in Adelaide wind farm, the project switchyard, and two (2) transformer substations in the Parkhill Interconnect location, identified in this Approval and as further described in the Application, to the extent approved by this Approval;

23. "Equivalent Sound Level" is the value of the constant sound level which would result in exposure to the same total A-weighted energy as would the specified time-varying sound, if the constant sound level persisted over an equal time interval. It is denoted Le, and is measured in dB A-weighting (dBA);

24. "Facility" means the renewable energy generation facility, including the Equipment, as described in this Approval and as further described in the Application, to the extent approved by this Approval;

25. "IEEE Standard C57.12.90" means the IEEE Standard Test Code for Liquid-Immersed Distribution, Power, and Regulating Transformers, 2010.

26. "IEC Standard 61400-11" means the International Standard IEC Standard 61400-11, Wind turbine generator systems — Part 11: Acoustic noise measurement techniques, 2006;


27. "Compliance Protocol for Wind Turbine Noise" means the Ministry document entitled, Compliance Protocol for Wind Turbine Noise, Guideline for Acoustic Assessment and Measurement, PIBS# 8540e;

28. "Independent Acoustical Consultant" means an Acoustical Consultant who is not representing the Company and was not involved in preparing the Acoustic Assessment Report. The Independent Acoustical Consultant shall not be retained by the Acoustical Consultant involved in the noise impact assessment;

29. "Ministry" means the ministry of the government of Ontario responsible for the Act and includes all officials, employees or other persons acting on its behalf;

30. "Noise Guidelines for Wind Farms" means the Ministry document entitled, "Noise Guidelines for Wind Farms - Interpretation for Applying MOE NPC Publications to Wind Power Generation Facilities", dated October 2008;

31. "Noise Receptor" has the same meaning as in 0. Reg. 359/09;

32. "Publication NPC-103" means the Ministry Publication NPC-103 of the Model Municipal Noise Control By-Law, Final Report, August 1978, published by the Ministry as amended.

33. "Publication NPC-233" means Ministry Publication NPC-233, "Information to be Submitted for Approval of Stationary Sources of Sound", October 1995;

34. "0. Reg. 359/09" means Ontario Regulation 359/09 "Renewable Energy Approvals under Part V.0.1 of the Act" made under the Act;

35. "Point of Reception" has the same meaning as in the Noise Guidelines for Wind Farms and is subject to the same qualifications described in that document;

36. "Sound Level" means the A-weighted Sound Pressure Level;

37. "Sound Level Limit" is the limiting value described in terms of the one hour A-weighted Equivalent Sound Level Leg;

38. "Sound Power Level" means ten times the logarithm to the base of 10 of the ratio of the sound power (Watts) of a noise source to standard reference power of 1012 Watts;

39. "Sound Pressure" means the instantaneous difference between the actual pressure and the average or barometric pressure at a given location. The unit of measurement is the micro pascal (,iPa);

40. "Sound Pressure Level" means twenty times the logarithm to the base 10 of the ratio of the effective pressure (µPa) of a sound to the reference pressure of 20 tRa;

41. "UTM" means Universal Transverse Mercator coordinate system.


You are hereby notified that this approval is issued to you subject to the terms and conditions outlined below:

TERMS AND CONDITIONS

A - GENERAL

Al. The Company shall construct, install, use, operate, maintain and retire the Facility in accordance with the terms and conditions of this Approval and the Application and in accordance with the following schedules attached hereto:

Schedule A - Facility Description Schedule B - Coordinates of the Equipment and Noise Specifications Schedule C -Noise Control Measures

A2. Where there is a conflict between a provision of this Approval and any document submitted by the Company, the conditions in this Approval shall take precedence. Where there is a conflict between one or more of the documents submitted by the Company, the document bearing the most recent date shall take precedence.

A3. The Company shall ensure a copy of this Approval is:

(1) accessible, at all times, by Company staff operating the Facility and;

(2) submitted to the clerk of each local municipality and upper-tier municipality in which the Facility is situated.

A4. If the Company has a publicly accessible website, the Company shall ensure that the Approval and the Application are posted on the Company's publicly accessible website within five (5) business days of receiving this Approval.

A5. The Company shall, at least six (6) months prior to the anticipated retirement date of the entire Facility, or part of the Facility, review its Decommissioning Plan Report to ensure that it is still accurate. If the Company determines that the Facility cannot be decommissioned in accordance with the Decommissioning Plan Report, the Company shall provide the Director and District Manager a written description of plans for the decommissioning of the Facility.

A6. The Facility shall be retired in accordance with the Decommissioning Plan Report and any directions provided by the Director or District Manager.

A7. The Company shall, at least six months prior to the anticipated retirement date of the entire Facility, or part of the Facility, contact the ministry responsible for agriculture in Ontario at that time to discuss its plans for the decommissioning of the Facility, and follow any reasonable directions provided by that ministry in respect of the Company's plans to restore the project location to its previous agricultural capacity.


A8. The Company shall provide the District Manager and the Director at least ten (10) days written notice of the following:

(1) the commencement of any construction or installation activities at the project location; and

(2) the commencement of the operation of the Facility.

A9, As described in Schedule A of the Approval the Company shall not construct or operate more than thirty seven (37) out of the thirty eight (38) wind turbine generators identified in the Schedule B of the Approval;

A10. The Company shall ensure that any necessary authorizations under the Endangered Species Act (2007) have been obtained prior to the commencement of construction of the Facility in areas that support habitat for endangered or threatened species.

B - EXPIRY OF APPROVAL

B1. Construction and installation of the Facility must be completed within three (3) years of the later of:

(1) the date this Approval is issued; or

(2) if there is a hearing or other litigation in respect of the issuance of this Approval, the date that this hearing or litigation is disposed of, including all appeals.

B2. This Approval ceases to apply in respect of any portion of the Facility not constructed or installed before the later of the dates identified in Condition B 1.


C - NOISE PERFORMANCE LIMITS

Cl. The Company shall ensure that:

(1) the Sound Levels from the Equipment, at the Points of Reception identified in the Acoustic Assessment Report, comply with the Sound Level Limits set in the Noise Guidelines for Wind Farms, as applicable, and specifically as stated in the table below:

Wind Speed (m/s) at 10 m height 4 5 6 7 8 9 10 Sound Level Limits, dBA 40.0 40.0 40.0 43.0 45.0 49.0 51.0

(2) the Equipment is constructed and installed at either of the following locations:

a) at the locations identified in Schedule B of this Approval; or

b) at a location that does not vary by more than 10 metres from the locations identified in Schedule B of this Approval and provided that,

i) the Equipment will comply with Condition Cl (1); and

ii) all setback prohibitions established under 0. Reg. 359/09 are complied with.

(3) the Equipment complies with the noise specifications set out in Schedule B of this Approval.

C2. If the Company determines that some or all of the Equipment cannot be constructed in accordance with Condition Cl (2), prior to the construction and installation of the Equipment in question, the Company shall apply to the Director for an amendment to the terms and conditions of the Approval.

C3. Within three (3) months of the completion of the construction of the Facility, the Company shall submit to the Director a written confirmation signed by an individual who has the authority to bind the Company that the UTM coordinates of the "as constructed" Equipment comply with the requirements of Condition Cl (2).

C4. The locations identified in Appendix C, Appendix D and Table 2-2 of the Acoustic Assessment Report are specified as Noise Receptors for the purposes of subsection 54 (1.1) of O. Reg. 359/09 and subsection 35 (1.01) of O. Reg. 359/09.

D - ACOUSTIC AUDIT - IMMISSION AND EMISSION (TRANSFORMER SUBSTATIONS)

Dl. The Company shall carry out an Acoustic Audit of each of the three (3) transformer substations in accordance with the procedure set out in Publication NPC-103, and shall submit to the District Manager and the Director an Acoustic Audit Report prepared by an Independent Acoustical Consultant in accordance with the requirements of Publication NPC-233, no later than six (6) months after the commencement of the operation of the Facility.


E - ACOUSTIC AUDIT - EMISSION (WIND TURBINES)

El. The Company shall carry out an Acoustic Audit - Emission of the acoustic emissions produced by the operation of the wind turbine generators in accordance with the following:

(1) the acoustic audit measurements shall be undertaken in accordance with the IEC Standard 61400-11;

(2) the acoustic emission measurements shall be performed by an Independent Acoustical Consultant; and

(3) the acoustic audit measurements shall be performed on two (2) of the wind turbine generators used in the Facility;

E2. The Company shall submit to the District Manager and the Director an Acoustic Audit Report -Emission, prepared in accordance with Section 9 of the IEC Standard 61400-11 by an Independent Acoustical Consultant, no later than six (6) months after the commencement of the operation of the Facility.

F - ACOUSTIC AUDIT - IMMISSION (WIND TURBINES)

Fl. The Company shall carry out an Acoustic Audit - Immission of the Sound Levels produced by the operation of the Equipment in accordance with the following:

(1) the acoustic audit measurements shall be undertaken in accordance with Part D of the Compliance Protocol for Wind Turbine Noise;

(2) the acoustic audit measurements shall be performed by an Independent Acoustical Consultant at three (3) different Points of Reception that have been selected using the following criteria:

a) the Points of Reception should represent the location of the greatest predicted noise impact, i.e., the highest predicted Sound Level; and

b) the Points of Reception should be located in the direction of prevailing winds from the Facility;

(3)

the acoustic audit measurements shall be performed on two (2) separate occasions within a period of twelve (12) months that represent the lowest annual ambient Sound Levels, preferably:

a) March and April, and

b) October and November.

F2. The Company shall submit to the District Manager and the Director an Acoustic Audit Report - Immission, prepared by an Independent Acoustical Consultant, at the following points in time:


(1) no later than nine (9) months after the commencement of the operation of the Facility for the first of the two (2) acoustic audit measurements at the three (3) Points of Reception; and

(2) no later than fifteen (15) months after the commencement of the operation of the Facility for the second of the two (2) acoustic audit measurements at the three (3) Points of Reception.

G - STORMWATER MANAGEMENT

G 1. The Company shall employ best management practices for stormwater management and sediment and erosion control during construction, installation, use, operation, maintenance and retiring of the Facility, as described in the report included in the Application.

G2. Within six (6) months of the completion of the construction of the Facility, the Company shall provide the District Manager with a written description of post-construction stormwater management conditions.

H - SEWAGE WORKS OF THE TRANSFORMER SPILL CONTAINMENT FACILITY

HI. The Company shall design and construct a transformer substation spill containment facility which meets the following requirements:

(1) the spill containment area serving the transformer substation shall have a minimum volume equal to the volume of transformer oil and lubricants plus the volume equivalent to providing a minimum 24-hour duration, 50-year return storm capacity for the stormwater drainage area around the transformer under normal operating conditions;

(2) the containment facility shall have an impervious concrete floor and walls or impervious plastic liner on floor and walls, sloped toward an outlet, maintaining a freeboard of approximately 0.25 metres terminating approximately 0.30 metres above grade, and a minimum 300mm layer of crushed stoned (typical 19mm to 38mm in diameter) within, all as needed in accordance to site specific conditions and final design parameters;

(3) the containment facility shall drain to an oil control device, such as an oil/water separator, a pump-out sump, an oil absorbing material in a canister or a blind sump; and

(4) the oil control device shall be equipped with an oil detection system and appropriate sewage appurtenances, such as, but not limited to: sump, oil/grit separator, pumpout manhole, level controllers, floating oil sensors, etc., that allows for batch discharges or direct discharges and for proper implementation of the monitoring program described in Condition No. H4.

H2. The Company shall:

(1) prior to the construction of the transformer substation spill containment facility, provide the District Manager and Director a report and drawings issued for construction signed and stamped by an independent Professional Engineer licensed in Ontario and competent in electrical engineering;


Effluent Parameters Maximum Concentration Objective Oil and Grease 15mg/L

(2) within six (6) months of the completion of the construction of the transformer substation spill containment facility, provide the District Manager and Director a report and drawings issued for construction signed and stamped by an independent Professional Engineer licensed in Ontario which includes the following:

a) as-built drawings of the sewage works; b) confirmation that the transformer substation spill containment facility has been designed

and installed according to appropriate specifications; and c) confirmation of the adequacy of the operating procedures and the emergency procedures

manuals as it pertains to the installed sewage works.

(3)

as a minimum, check the oil detection system on a monthly basis and create a written record of the inspections;

(4) ensure that the effluent is essentially free of floating and settle-able solids and does not contain oil or any other substance in amounts sufficient to create a visible film, sheen or foam on the receiving waters;

(5) immediately identify and clean-up all losses of oil from the transformer;

(6) upon identification of oil in the effluent pumpout, take immediate action to prevent the further occurrence of such loss; and

(7)

ensure that equipment and material for the containment, clean-up and disposal of oil and materials contaminated with oil are kept within easy access and in good repair for immediate use in the event of:

a) loss of oil from the transformer, b) a spill within the meaning of Part X of the Act, or c) the identification of an abnormal amount of oil in the effluent.

H3. The Company shall design, construct and operate the sewage works such that the concentration of the effluent parameter named in the table below does not exceed the maximum concentration objective shown for that parameter in the effluent, and shall comply with the following requirements:

(1) notify the District Manager as soon as reasonably possible of any exceedance of the maximum concentration objective set out in the table above;

(2) take immediate action to identify the cause of the exceedance; and

(3) take immediate action to prevent further exceedances.


H4. Upon commencement of the operation of the Facility, the Company shall establish and carry out the following monitoring program for the sewage works:

(1) the Company shall collect and analyze the required set of samples at the sampling points listed in the table below in accordance with the measurement frequency and sample type specified for the effluent parameter, oil and grease, and create a written record of the monitoring:

Effluent Parameters

Measurement Frequency and Sample Points

Oil and Grease

B — Batch, i.e., for each discrete volume in the sewer appurtenance as per H1(4) prior to pumpout; or

Q — Quarterly for direct effluent discharge, i.e., four times over a year, relatively evenly spaced.

(2) in the event of an exceedance of the maximum concentration objective set out in the table in Condition No. H3, the Company shall:

(a) increase the frequency of sampling to once per month, for each month that effluent discharge occurs, and

(b) provide the District Manager, on a monthly basis, with copies of the written record created for the monitoring until the District Manager provides written direction that monthly sampling and reporting is no longer required; and

(3)

if over a period of twenty-four (24) months of effluent monitoring under Condition No. H4(1), there are no exceedances of the maximum concentration set out in the table in Condition No. H3, the Company may reduce the measurement frequency of effluent monitoring to a frequency as the District Manager may specify in writing, provided that the new specified frequency is never less than annual.

H5. The Company shall comply with the following methods and protocols for any sampling, analysis and recording undertaken in accordance with Condition No. H4:

(1) Ministry of the Environment publication "Protocol for the Sampling and Analysis of Industrial/ Municipal Wastewater", January 1999, as amended from time to time by more recently published editions, and

(2) the publication "Standard Methods for the Examination of Water and Wastewater," 21st edition, 2005, as amended from time to time by more recently published editions.

I - WATER TAKING ACTIVITIES

Ii. The Company shall not take more than 50,000 litres of water on any day by any means during the construction, installation, use, operation, maintenance and retiring of the Facility.


J - SURFACE WATER

J1. The Company shall conduct the pre-construction monitoring described in the Water Assessment and Water Body Report, dated August 2012, and included in the Application.,

J2. Within one year of the completion of the construction of the Facility, the Company must provide the District Manager, in writing, a description of post-construction surface water quality conditions and a written description of any additional remediation works required. The written description shall include surface water conditions during the freshet period occurrence in the first Spring following the construction of the Facility.

K - NATURAL HERITAGE AND PRE AND POST CONSTRUCTION MONITORING

GENERAL

Kl. The Company shall implement the Adelaide Wind Energy Centre Natural Heritage Environmental Effects Monitoring Plan , dated April 23, 2013, and the commitments made in the Adelaide Wind Energy Centre Natural Heritage Environmental Impact Study , dated April 2012 and the Adelaide Wind Energy Centre Natural Heritage Assessment Addendum Report , dated August 2012, prepared by NRSI and included in the Application, and which the Company submitted to the Ministry of Natural Resources in order to comply with 0. Reg. 359/09.

K2. If the Company determines that it must deviate from either the Environmental Effects Monitoring Plan or the Environmental Impact Study, described in Condition Kl, the Company shall contact the Ministry of Natural Resources and the Director, prior to making any changes to the Environmental Effects Monitoring Plan or the Environmental Impact Study, and follow any directions provided.

PRE-CONSTRUCTION MONITORING — SIGNIFICANT WILDLIFE HABITAT

K3. The Company shall implement the pre-construction monitoring described in the Environmental Effects Monitoring Plan described in Condition Kl, including the following:

(1) A baseline survey of Raptor Wintering Area for features RWA-002, RWA-003 and RWA-004.

(2) A baseline survey of Bat Maternity Colonies for features BMA-011, BMA-012, BMA-014, BMA-016 and BMA-017, BMA-019, BMA-020.

(3) A baseline survey of Bald Eagle Nesting, Foraging and Perching habitat for feature BAL-001.

(4) A baseline survey of Amphibian Breeding Habitat (Woodland) for features AW0-001, AWO-002, AWO-004, AWO-005.

(5) A baseline survey of Carey's Sedge Habitat (Woodland) for features CAS-001, CAS-002, CAS-003, CAS-004, CAS-006 and CAS-007.

(6) A baseline survey of Yellow Stargrass Habitat for features YSG-001 and YSG-002.


POST-CONSTRUCTION MONITORING — SIGNIFICANT WILDLIFE HABITAT

K4. The Company shall implement the post-construction monitoring described in the Environmental Effects Monitoring Plan and the Environmental Impact Study, described in Condition Kl, including the following:

(1) Disturbance Monitoring for Bat Maternity Colony features BMA-001, BMA-002 and BMA-006;

K5. Based on the results of the pre-construction monitoring described in Condition K3, should any of the Wildlife Habitats described in Condition K3 be deemed significant, the Company shall implement the post-construction monitoring described in the Environmental Effects Monitoring Plan described in Condition Kl, at the specific habitats that are found to be significant, including the following:

(1) Disturbance Monitoring for Raptor Wintering Area for features RWA-002, RWA-003 and RWA-004.

(2) Disturbance Monitoring for Bat Maternity Colonies for features BMC-011, BMC-012, BMC-014, BMC-016 and BMC-017, BMC-019, BMC-020.

(3) Disturbance Monitoring for Bald Eagle Nesting, Foraging and Perching habitat for feature BAL-001.

(4) Disturbance Monitoring for Amphibian Breeding Habitat (Woodland) for features AW0-001, AWO-002, AWO-004, AWO-005.

(5) Disturbance Monitoring for Carey's Sedge Habitat (Woodland) for features CAS-001, CAS-002, CAS-003, CAS-004, CAS-006 and CAS-007.

(6) Disturbance Monitoring for Yellow Stargrass Habitat for features YSG-001 and YSG-002.

POST CONSTRUCTION MONITORING - BIRD AND BAT MONITORING

K6. The Company shall implement the post-construction bird and bat mortality monitoring described in the Environmental Effects Monitoring Plan, described in Condition Kl, at a minimum of 11 of 37 constructed turbines.

THRESHOLDS AND MITIGATION

K7. The Company shall contact the Ministry of Natural Resources and the Director if any of the following bird and bat mortality thresholds, as stated in the Adelaide Wind Energy Centre Natural Heritage Environmental Effects Monitoring Plan described in Condition Kl, are exceeded:

(1) 10 bats per turbine per year;


(2) 14 birds per turbine per year at individual turbines or turbine groups;

(3) 0.2 raptors per turbine per year (all raptors) across the wind power project;

(4) 0.1 raptors per turbine per year (provincially tracked raptors) across the wind power project;

(5) 10 or more birds at any one turbine during a single monitoring survey; or

(6) 33 or more birds (including raptors) at multiple turbines during a single monitoring survey.

K8. If the bat mortality threshold described in Condition K7 (1) is exceeded, the Company shall:

(1) implement operational mitigation measures consistent with those described in the Ministry of Natural Resources publication entitled "Bats and Bat Habitats: Guidelines for Wind Power Projects" dated July 2011, or in an amended version of the publication;

(2) increase cut-in speed to 5.5 m/s or feather wind turbine blades when wind speeds are below 5.5 m/s between sunset and sunrise, from July 15 to September 30 at all turbines, for the operating life of the Facility. Should site specific monitoring indicate a shifted peak mortality period, operational mitigation may be shifted to match the peak mortality, with mitigation maintained for a minimum of 10 weeks. Any shift in the operational mitigation period to match peak mortality should be determined in coordination with and confirmed by Ministry of Natural Resources; and

(3) implement an additional three (3) years of effectiveness monitoring.

K9. If the bat mortality threshold described in Condition K7 (1) is exceeded after operational mitigation is implemented in accordance with Condition K8, the Company shall prepare and implement a contingency plan, in consultation with the Ministry of Natural Resources, to address mitigation actions which shall include additional mitigation and scoped monitoring requirements.

K10. If either of the bird mortality thresholds described in Conditions K7(2), K7(3) or K7(4) is exceeded for turbines located outside 120 metres of bird significant wildlife habitat, the Company shall conduct two (2) years of subsequent scoped mortality monitoring and cause and effects monitoring. Following the completion of scoped monitoring, post-construction monitoring (e.g. operational mitigation), and effectiveness monitoring may be required at individual turbines where a mortality effect persists.

K11. If either of the bird mortality thresholds described in Conditions K7(5) or K7(6) is exceeded, the Company shall prepare and implement a contingency plan to address immediate mitigation actions which shall include:

(1) periodic shut-down of select turbines;

(2) blade feathering at specific times of year; or

(3) an alternate plan agreed to between the Company and the Ministry of Natural Resources.


K12. If either of the bird mortality thresholds described in Conditions K7(2), K7(3) or K7(4) is exceeded while monitoring is being implemented in accordance with Conditions K10, or if either of the bird mortality thresholds described in Conditions K7(5) or K7(6) is reached or exceeded after mitigation is implemented in accordance with Condition K11, the Company shall contact the Ministry of Natural Resources and prepare and implement an appropriate response plan that shall include some or all of the following mitigation measures:

(1) increased reporting frequency to identify potential threshold exceedance;

(2) additional behavioural studies to determine factors affecting mortality rates;

(3) periodic shut-down of select turbines;

(4) blade feathering at specific times of year; or

(5) an alternate plan agreed to between the Company and the Ministry of Natural Resources.

REPORTING AND REVIEW OF RESULTS

K13. The Company shall report, in writing, the results of the post-construction disturbance monitoring described in Conditions K4 and KS, to the Ministry of Natural Resources for three (3) years on an annual basis and within three (3) months of the end of each calendar year in which the monitoring took place.

K15. The Company shall report, in writing, bird and bat mortality levels to the Ministry of Natural Resources for three (3) years on an annual basis and within three (3) months of the conclusion of the November mortality monitoring, with the exception of the following:

(1) if either of the bird mortality thresholds described in Conditions K7(5) or K7(6) is reached or exceeded, the Company shall report the mortality event to the Ministry of Natural Resources within 48 hours of observation;

(2) for any and all mortality of species at risk (including a species listed on the Species at Risk in Ontario list as Extirpated, Endangered or Threatened under the provincial Endangered Species Act, 2007 ) that occurs, the Company shall report the mortality to the Ministry of Natural Resources within 24 hours of observation or the next business day;

(3) if the bat mortality threshold described in Condition K7(1) is reached or exceeded, the Company shall report mortality levels to the Ministry of Natural Resources for the additional three (3) years of monitoring described in Condition K8, on an annual basis and within three (3) months of the conclusion of the October mortality monitoring for each year;


(4) if either of the bird mortality thresholds described in Conditions K7(2), K7(3) or K7(4) is reached or exceeded for turbines located outside 120 m of bird significant wildlife habitat, the Company shall report mortality levels to the Ministry of Natural Resources for the additional two (2) years of cause and effects monitoring described in Condition K10, on an annual basis and within three (3) months of the conclusion of the November mortality monitoring for each year; and

(5) if the Company implements operational mitigation following cause and effects monitoring in accordance with Condition K10, the Company shall report mortality levels to the Ministry of Natural Resources for the three (3) years of subsequent effectiveness monitoring described in Condition K10, on an annual basis and within three (3) months of the conclusion of the November mortality monitoring for each year.

L - TRAFFIC MANAGEMENT PLANNING

Ll. Within three (3) months of receiving this Approval, the Company shall prepare a Traffic Management Plan and provide it to the Municipality of North Middlesex, Middlesex County, and the Township of Adelaide-Metcalfe.

L2. Within three (3) months of having provided the Traffic Management Plan to Municipality of North Middlesex, Middlesex County, and the Township of Adelaide-Metcalfe, the Company shall make reasonable efforts to enter into a Road Users Agreement with Municipality of North Middlesex, Middlesex County, and the Township of Adelaide-Metcalfe.

L3. If a Road Users Agreement has not been signed with the Municipality of North Middlesex, Middlesex County, and the Township of Adelaide-Metcalfe within three (3) months of having provided the Traffic Management Plan to the Municipality of North Middlesex, Middlesex County, and the Township of Adelaide-Metcalfe, the Company shall provide a written explanation to the Director as to why this has not occurred.

M - ARCHAEOLOGICAL RESOURCES

Ml. The Company shall implement all of the recommendations, if any, for further archaeological fieldwork and for the protection of archaeological sites found in the consultant archeologist's report included in the Application, and which the Company submitted to the Ministry of Tourism, Culture and Sport in order to comply with 0. Reg. 359/09.

M2. Should any previously undocumented archaeological resources be discovered, the Company shall:

(1) cease all alteration of the area in which the resources were discovered immediately;

(2) engage a consultant archaeologist to carry out the archaeological fieldwork necessary to further assess the area and to either protect and avoid or excavate any sites in the area in accordance with the Ontario Heritage Act , the regulations under that act and the Ministry of Tourism, Culture and Sport's Standards and Guidelines for Consultant Archaeologists ; and


(3) notify the Director as soon as reasonably possible.

N - COMMUNITY LIAISON COMMITTEE

Ni.Within three (3) months of receiving this Approval, the Company shall make reasonable efforts to establish a Community Liaison Committee. The Community Liaison Committee shall be a forum to exchange ideas and share concerns with interested residents and members of the public. The Community Liaison Committee shall be established by:

(1) publishing a notice in a newspaper with general circulation in each local municipality in which the project location is situated; and

(2) posting a notice on the Company's publicly accessible website, if the Company has a website;

to notify members of the public about the proposal for a Community Liaison Committee and invite residents living within a one (1) kilometer radius of the Facility that may have an interest in the Facility to participate on the Community Liaison Committee.

N2. The Company may invite other members of stakeholders to participate in the Community Liaison Committee, including, but not limited to, local municipalities, local conservation authorities, Aboriginal communities, federal or provincial agencies, and local community groups.

N3. The Community Liaison Committee shall consist of at least one Company representative who shall attend all meetings.

N4. The purpose of the Community Liaison Committee shall be to:

(1) act as a liaison facilitating two way communications between the Company and members of the public with respect to issues relating to the construction, installation, use, operation, maintenance and retirement of the Facility;

(2) provide a forum for the Company to provide regular updates on, and to discuss issues or concerns relating to, the construction, installation, use, operation, maintenance and retirement of the Facility with members of the public; and

(3) ensure that any issues or concerns resulting from the construction, installation, use, operation, maintenance and retirement of the Facility are discussed and communicated to the Company.

N5. The Community Liaison Committee shall be deemed to be established on the day the Director is provided with written notice from the Company that representative Community Liaison Committee members have been chosen and a date for a first Community Liaison Committee meeting has been set.

N6. If a Community Liaison Committee has not been established within three (3) months of receiving this Approval, the Company shall provide a written explanation to the Director as to why this has not occurred.


N7. The Company shall ensure that the Community Liaison Committee operates for a minimum period of two (2) years from the day it is established. During this two (2) year period, the Company shall ensure that the Community Liaison Committee meets a minimum of two (2) times per year. At the end of this two (2) year period, the Company shall contact the Director to discuss the continued operation of the Community Liaison Committee.

N8. The Company shall ensure that all Community Liaison Committee meetings are open to the general public.

N9. The Company shall provide administrative support for the Community Liaison Committee including, at a minimum:

(1) providing a meeting space for Community Liaison Committee meetings;

(2) providing access to resources, such as a photocopier, stationery, and office supplies, so that the Community Liaison Committee can:

a) prepare and distribute meeting notices;

b) record and distribute minutes of each meeting; and

c) prepare reports about the Community Liaison Committee's activities.

N10. The Company shall submit any reports of the Community Liaison Committee to the Director and post it on the Company's publicly accessible website, if the Company has a website.

0 - OPERATION AND MAINTENANCE

01. Prior to the commencement of the operation of the Facility, the Company shall prepare a written manual for use by Company staff outlining the operating procedures and a maintenance program for the Equipment that includes as a minimum the following:

(1) routine operating and maintenance procedures in accordance with good engineering practices and as recommended by the Equipment suppliers;

(2) emergency procedures;

(3) procedures for any record keeping activities relating to operation and maintenance of the Equipment; and

(4) all appropriate measures to minimize noise emissions from the Equipment.

02. The Company shall;

(1) update, as required, the manual described in Condition 01; and


(2) make the manual described in Condition 01 available for review by the Ministry upon request.

03. The Company shall ensure that the Facility is operated and maintained in accordance with the Approval and the manual described in Condition 01.

P - RECORD CREATION AND RETENTION

P1. The Company shall create written records consisting of the following:

(1) an operations log summarizing the operation and maintenance activities of the Facility;

(2) within the operations log, a summary of routine and Ministry inspections of the Facility; and

(3) a record of any complaint alleging an Adverse Effect caused by the construction, installation, use, operation, maintenance or retirement of the Facility.

P2. A record described under Condition P1 (3) shall include:

(1) a description of the complaint that includes as a minimum the following:

a) the date and time the complaint was made; b) the name, address and contact information of the person who submitted the complaint;

(2) a description of each incident to which the complaint relates that includes as a minimum the following:

a) the date and time of each incident; b) the duration of each incident; c) the wind speed and wind direction at the time of each incident; d) the ID of the Equipment involved in each incident and its output at the time of each

incident; e) the location of the person who submitted the complaint at the time of each incident; and

(3)

a description of the measures taken to address the cause of each incident to which the complaint relates and to prevent a similar occurrence in the future.

P3. The Company shall retain, for a minimum of five (5) years from the date of their creation, all records described in Condition Pl, and make these records available for review by the Ministry upon request.

Q - NOTIFICATION OF COMPLAINTS

Ql. The Company shall notify the District Manager of each complaint within two (2) business days of the receipt of the complaint.

Q2. The Company shall provide the District Manager with the written records created under Condition P2 within eight (8) business days of the receipt of the complaint.


R - CHANGE OF OWNERSHIP

Rl. The Company shall notify the Director in writing, and forward a copy of the notification to the District Manager, within thirty (30) days of the occurrence of any of the following changes:

(1) the ownership of the Facility;

(2) the operator of the Facility;

(3) the address of the Company;

(4) the partners, where the Company is or at any time becomes a partnership and a copy of the most recent declaration filed under the Business Names Act , R.S.O. 1990, c.B.17, as amended, shall be included in the notification; and

(5) the name of the corporation where the Company is or at any time becomes a corporation, other than a municipal corporation, and a copy of the most current information filed under the Corporations Information Act , R.S.O. 1990, c. C.39, as amended, shall be included in the notification.

S — ABORIGINAL CONSULTATION

Si. During the construction, installation, operation, use and retiring of the Facility, the Company shall:

(1) create and maintain written records of any communications with Aboriginal communities; and (2) make the written records available for review by the Ministry upon request.

S2. The Company shall provide the following to interested Aboriginal communities:

(1) updated project information, including the results of monitoring activities undertaken and copies of additional archaeological assessment reports that may be prepared; and;

(2) updates on key steps in the construction, installation, operation, use and retirement phases of the Facility, including notice of the commencement of construction activities at the project location.

S3. If an Aboriginal community requests a meeting to obtain information relating to the construction, installation, operation, use and retiring of the Facility, the Company shall make reasonable efforts to arrange and participate in such a meeting.

54. If any archaeological resources of Aboriginal origin are found during the construction of the Facility, the Company shall:

(1) notify any Aboriginal community considered likely to be interested or which has expressed an interest in such finds; and,


(2) if a meeting is requested by an Aboriginal community to discuss the archaeological find(s), make reasonable efforts to arrange and participate in such a meeting.


SCHEDULE A Facility Description

The Facility shall consist of the construction, installation, operation, use and retiring of the following:

Adelaide wind farm: (a) a total of thirty seven (37) out of thirty eight (38) wind turbine generators each rated at a maximum of

1.62 megawatts (MW) generating output capacity with a maximum total name plate capacity of 60 megawatts (MW), designated as source ID Nos. 1 through 38, each with a hub height of eighty (80) metres above grade, and sited at the locations shown in Schedule B, in accordance with Condition C1(2)(b); and

(b) associated ancillary equipment, systems and technologies including one (1) 85 mega-volt-ampere (MVA) transformer substation, on-site access roads, underground cabling and overhead transmission lines,

Project Switchyard: (c) associated ancillary equipment, including switches, breakers, electrical bus work, instrument

transformers, grounding, metering equipment, control house and steel structures supporting incoming and outgoing transmission line circuits,

Parkhill interconnect: (d) associated ancillary equipment, systems and technologies including one (2) 225 mega-volt-ampere

(MVA) transformer substation, on-site access roads, underground cabling and overhead transmission lines,

all in accordance with the Application.


SCHEDULE B: Adelaide wind farm and Parkhill interconnect substation Coordinates of the Equipment and Noise Specifications in UTM, Z17-NAD83 projection

Table B 1: Coordinates and Maximum Sound Power Levels of Wind Turbine Generators and Transformer Substations

Source ID

Maximum Sound Power Level (dBA)

Easting (m)

Northing (m)

Source description

1 103.0 441,963 4,763,345 1.62 megawatts (MW) turbine See Table

B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2



B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


B2


Table B 1: Coordinates and Maximum Sound Power Levels of Wind Turbine Generators and Transformer Substations (continued)

Source ID Maximum Easting (m) Northing Source description Sound Power (m) Level (dBA)

Sub 102.8 439,495 4,765,334 85 mega-volt-amperes (MVA)- See Table B3 Parkhill T1 105.8 452,735 4,774,658 225 mega-volt-ampere (MVA)- See Table B4

Parkhill T2 105.8 452,777 4,774,648 225 mega-volt-ampere (MVA)- See Table B4

Note: The Maximum Sound Power Level of the transformer substations include the applicable 5 dB tonal penalty described in the Noise Guidelines for Wind Farms.

Table B2: Maximum Sound Power Level spectrum (dBA) of the Wind Turbine Generators

1-38 Octave Band Centre Frequency (Hz)

63 125 250 500 1000 2000 4000 8000

Sound Power Level (dBA) 84 91.7 95.5 97.0 97.8 95.1 87.9 69.1

Table B3: Maximum Sound Power Level spectrum (dBA) of the 85 mega-volt-amperes (MVA) Transformer Substation including 5 dB tonal penalty

Sub Octave Band Centre Frequency (Hz)

63 125 250 500 1000 2000 4000 8000

Sound Power Level (dBA) 79.2 91.3 93.8 99.2 96.4 92.6 87.4 78.3

Table B4: Maximum Sound Power Level spectrum (dBA) of the 225 mega-volt-amperes (MVA) Transformer Substation including 5dB tonal penalty

Parkhill Ti Parkhill T2

1 Octave Band Centre Frequency (Hz)

63 125 250 500 1000 2000 4000 8000 1

Sound Power Level (dBA) 82.2 94.3 96.8 102.2 99.4 95.6 90.4 81.3


SCHEDULE C Noise Control Measures

Acoustic Barrier: A) Adelaide wind farm substation:

One (1) 8 metres long and 5.5 metres high acoustic barriers, positioned as per Figure entitled "38 Turbine Layout with simulated noise isocontours (the worst case wind speed scenario)" of the Acoustic Assessment Report. The acoustic barriers shall be continuous without holes, gaps and other penetrations, and having a surface mass at least 20 kilograms per square metres.

B) Parkhill Interconnect Substation: Two (2) 28 metres long and 5.5 metres high acoustic barriers, positioned as per Figure entitled "Noise Map" of the Acoustic Assessment Report. The acoustic barriers shall be continuous without holes, gaps and other penetrations, and having a surface mass at least 20 kilograms per square metres.


The reasons for the imposition of these terms and conditions are as follows:

REASONS

1. Conditions Al, A2 and A9 are included to ensure that the Facility is constructed, installed, used, operated, maintained and retired in the manner in which it was described for review and upon which Approval was granted. These conditions are also included to emphasize the precedence of conditions in the Approval and the practice that the Approval is based on the most current document, if several conflicting documents are submitted for review.

2. Conditions A3 and A4 are included to require the Company to provide information to the public and the local municipality.

3. Conditions A5, A6 and A7 are included to ensure that final retirement of the Facility is completed in an aesthetically pleasing manner, in accordance with Ministry standards, and to ensure long-term protection of the health and safety of the public and the environment.

4. Condition A8 is included to require the Company to inform the Ministry of the commencement of activities related to the construction, installation and operation of the Facility.

5. Condition A10 is included to ensure that all necessary authorizations under the Endangered Species Act are obtained.

5. Condition B is intended to limit the time period of the Approval.

6. Condition Cl is included to provide the minimum performance requirement considered necessary to prevent an Adverse Effect resulting from the operation of the Equipment and to ensure that the noise emissions from the Equipment will be in compliance with applicable limits set in the Noise Guidelines for Wind Farms.

7. Conditions A9, C2 and C3 are included to ensure that the Equipment is constructed, installed, used, operated, maintained and retired in a way that meets the regulatory setback prohibitions set out in 0. Reg. 359/09.

8. Conditions D, E and F are included to require the Company to gather accurate information so that the environmental noise impact and subsequent compliance with the Act, 0. Reg. 359/09, the Noise Guidelines for Wind Farms and this Approval can be verified.

10. Conditions G, H, I, J, K and L are included to ensure that the Facility is constructed, installed, used, operated, maintained and retired in a way that does not result in an Adverse Effect or hazard to the natural environment or any persons.

11. Condition M is included to protect archaeological resources that may be found at the project location.

12. Condition N is included to ensure continued communication between the Company and the local residents.


13. Condition 0 is included to emphasize that the Equipment must be maintained and operated according to a procedure that will result in compliance with the Act, 0. Reg. 359/09 and this Approval.

14. Condition P is included to require the Company to keep records and provide information to the Ministry so that compliance with the Act, 0. Reg. 359/09 and this Approval can be verified.

15. Condition Q is included to ensure that any complaints regarding the construction, installation, use, operation, maintenance or retirement of the Facility are responded to in a timely and efficient manner.

16. Condition R is included to ensure that the Facility is operated under the corporate name which appears on the application form submitted for this Approval and to ensure that the Director is informed of any changes.16.

17. Condition S is included to ensure continued communication between the Company and interested Aboriginal communities.

NOTICE REGARDING HEARINGS

In accordance with Section 139 of the Environmental Protection Act, within 15 days after the service of this notice, you may by further written notice served upon the Director, the Environmental Review Tribunal and the Environmental Commissioner, require a hearing by the Tribunal.

In accordance with Section 47 of the Environmental Bill of Rights, 1993, the Environmental Commissioner will place notice of your request for a hearing on the Environmental Registry.

Section 142 of the Environmental Protection Act provides that the notice requiring the hearing shall state:

1. The portions of the renewable energy approval or each term or condition in the renewable energy approval in respect of which the hearing is required, and;

2. The grounds on which you intend to rely at the hearing in relation to each portion appealed.

The signed and dated notice requiring the hearing should also include:

3. The name of the appellant; 4. The address of the appellant; 5. The renewable energy approval number; 6. The date of the renewable energy approval; 7. The name of the Director; 8. The municipality or municipalities within which the project is to be engaged in;


This notice must be served upon:

The Secretary* Environmental Review Tribunal 655 Bay Street, 15th Floor Toronto, Ontario MSG 1E5

AND

The Environmental Commissioner 1075 Bay Street, 6th Floor Suite 605 Toronto, Ontario M5S 2B1

AND

The Director Section 47.5, Environmental Protection Act Ministry of the Environment 2 St. Clair Avenue West, Floor 12A Toronto, Ontario M4V 1L5

* Further information on the Environmental Review Tribunal's requirements for an appeal can be obtained directly from the Tribunal at: Tel: (416) 314-4600, Fax: (416) 314-4506 or www.ert.gov.on.ca

Under Section 142.1 of the Environmental Protection Act, residents of Ontario may require a hearing by the Environmental Review Tribunal within 15 days after the day on which notice of this decision is published in the Environmental Registry. By accessing the Environmental Registry at www.ebr.gov.on.ca , you can determine when this period ends.

Approval for the above noted renewable energy project is issued to you under Section 47.5 of the Environmental Protection Act subject to the terms and conditions outlined above.

DATED AT TORONTO this 1st day of August, 2013

Vic Schroter, P.Eng. Director Section 47.5, Environmental Protection Act

MZ/ C: District Manager, MOE London - District

Thomas Bird, NextEra Energy Canada


DRAFT

ROAD USE AGREEMENT

(/-4,c 7i-„ THE CORPORATION OF THE TOWNSHIP OF ADELAIDE METCALFE

-and-

KERWOOD WIND, INC.

DATED: , 2013

36009-2004 4-6;41464-41614B l64 5

TABLE OF CONTENTS

Page

2

2

6

7

7

7

ART1CLEArticle 1 INTERPRETATION

1.1 Definitions

1.2 Schedules

ARTICLEArticle 2 TERM

2.1 Term

Article 3 ROAD USE BY KERWOOD

7

3.1 LicenceRight to Use Roads 7

3.2 Nature of Grant 7Road_W4rk by Kerwood 8

3.3 Corporatiow-Pceseation 7

34 Representations of the Corporation

Road Closure 8

3.6 Right of Free Use -8

3.73.4 Utilities Co-Ordination 98

ARTICLEArtiele 4 CONDITIONS PRECEDENT TO COMMENCEMENT OF WORK 98

4.1 Insurance 98

4.2 Prior Approvals and Notice -1-99

AR-T-1€4' -,EArticle 5 MUNICIPAL WORKS 44111

5.1 Haul Route -1410

5.2 Responsibility for Repair -141_0

5.3 Restoration 41-10

5.4 Municipal Works Condition Report 11

5.5 Comment and Approval Required -1-241

5.6 Periodic Inspections of the Municipal Works 42.11

36009-2004 444-48444-416148164 5

TABLE OF CONTENTS (continued)

Page

5.7 Responsibility during Construction Period 4312

5.8 Municipal Works Supplementary Report 4312

5.9 Repairs to Municipal Works 4-312

5.10 Disputes re Restoration 4-413

5.11 First Right of Refusal - Surplus Excavated Material 4-4 1 3

ARTICLEArtieLe 6 UNDERGROUND SERVICES 1-413

6.1 Underground Services 1-413

6.2 Drainage Services Guideline Document 14

63 Location of Underground Services 4414

ARTICLEArtic1e 7 PERMIT FEES AND DEVELOPMENT CHARGES 4414

7.1 -Per-mit-Fees 4414

7.2 Development Charges 4-514

ARTICLEArticle 8 SECURITY 4414

8.1 Security - Municipal Works 4-514

8.2 Release of the Initial Security -1-615

8.3 Additional Repairs Required -1-615

8.4 Decommissioning -1-615

8.5 Use of Security 4-716

16 4-T4C—L—gArticie 9 WORK GENERALLY 4-716

9.1 Performance of Work and Repairs 4-716

9.2 No Interference With Roadway 4-g16

9.3 No Interference With Public -1417

9.4 Traffic Effects 4-g17

36009-2004 16118161 1161481645


Page

9.5 Repairs to Road Allowances 4-817

9.6 Emergency -1-917

9.7 Upgrades Required -I-91.8

ARTICLEArticle 10 INSTALLATION WORK 1-918

10.1 Adherence to Approved Road Use Plans -1-918

10.2 Coordination Required 4-918

10.3 Revisions Required 2019

10.4 Deposit of Plans 2919

ARTICLE 11 ELECTRICAL INFRASTRUCTURE 20

Artic'ell Electrical INfrastructure 19

11. I Instal I atio n-20 Below Grade, Exceptions 19

11.2 Location of Infrastructure 2019

11.3 Restriction on Kerwood Rights 24-19

11.4 Locating Infrastructure-21 Identification 24

11.5 Relocating Infrastructure 2-1-20

11.6 Relocation by Corporation 24-2.0

11.7 Relocation by Third Party 222.1

11.8 Repair by Kerwood 2221

AR-T-IGI.Article 12 SNOW CLEARANCE 2421

12.1 Snow Clearance 2321

12.2 Compensation for Snow Clearance 2322

12.3 No Winter Maintenance 2322

ARTICLEArticle 13 ENTRANCES AND ENTRANCE WORK 2423

36009-2004 44-44144-4 I 61 OLL64 5


Page

13.1 Entrance Work 2423

ART-IGLEArticle 14 TREE WORK 2423

14.1 Tree Wank 24

14.2 Replacement of Trees 2423

ARTICLEArticle 15 ABANDONMENT AND DECOMMISSIONING OF ELECTRICAL INFRASTRUCTURE 2524

15.1 Notice of Abandonment 224

15.2 Deactivation of Abandoned Electrical Infrastructure 2524

ARTICLE-Article 16 MUNICIPAL COSTS 2524

16.1 Reimbursement for Municipal Costs. 2524

16.2 Security Deposit for Municipal Costs 224

AR'FICLEArticIe 17 ASSIGNMENT 2625

17.1 Consent Required 2625

ARTICLF-ArtiLle 18 DEFAULT 2726

18.1 Breach 2726

18.2 Expiration of PPA 27

18.3 Force Majeure 2726

A RTICLEArticle 19 DISPUTE RESOLUTION 2827

19.1 Mediation Required 2827

19.2 Arbitration 2921

19.3 No Alteration to Agreement 2-928

19.4 Costs of Arbitration 2928

A RTICLEArticle 20 LIABILITY AND INDEMNITY 2-928

20.1 Kerwood's Risk 2928

-iv-

36009-2004 16118161.116148164 5


Page

20.2 Indemnity 3-028

20.3 Limitation of Liability 3028

ARTICLEArticie 21 MISCELLANEOUS 3022

21.1 Further Assurances 3022

21.2 Notices 4029

21.3 Delivery 34-22

21.4 Governing Law 34-30

21.5 Foreign Corrupt Practices Act 34-3I)

21.6 Counterparts 34-31

21.7 Reasonability 3430

21.8 Binding Covenant 3230

21.9 Covenants 3-23Q

21.10 Severable 3231

21.11 Amendment 3231

- v-

36009-2004 44-1-481-64-4 16148 I64.5

ROAD USE AGREEMENT

THIS AGREEMENT (the "Agreement") made as of this day of , 2013 (the "Effective Date")

BETWEEN:

THE CORPORATION OF THE TOWNSHIP OF ADELAIDE METCALFE

(hereinafter referred to as the "Corporation")

OF THE FIRST PART

- and -

KERWOOD WIND, INC.

(hereinafter referred to as "Kerwood")

OF THE SECOND PART

WHEREAS the Corporation is a municipal corporation within the meaning of the Municipal Act, 2001, S.O. 2001, c. 25, governed by Mayor and Council and operated by Administration, who is hereby authorized to administer this Agreement in its entirety, including, but not limited to, decisions with respect to the operation and termination of this Agreement, in accordance with its provisions;

AND WHEREAS Kerwood is a corporation established under the laws of the Province of New Brunswick, and has represented to the Corporation that it has the requisite, skill, ability, expertise and qualifications to carry on the business of wind power generation and transmission;

AND WHEREAS Kerwood wishes to establish and operate a wind energy generation facility to be known as the Adelaide Wind Energy Centre located within the geographic boundaries of the Municipality, the locations of which are indicated on the drawing attached hereto as Schedule A pursuant to a Power Purchase Agreement dated July 5, 2011 made between the Ontario Power Authority and Kerwood (the "PPA");

AND WHEREAS the Adelaide Wind Energy Centre is expected to be rated at approximately 60 megawatts and is expected to consist of approximately 37 wintl4tw-bifiesWind_ Turbines, together with the appurtenant equipment, buildings, distribution and transmission facilities;

AND WHEREAS the Corporation and Kerwood wish to confirm the manner in which Kerwood may exercise its rights pursuant to the Electricity Act, 1998 as a transmitter or distributor of electricity to use certain portions of the Road Allowances for the purpose of using, installing, constructing, operating and maintaining Electrical Infrastructure for the conveyance of electricity within the Road Allowances upon the terms and conditions hereinafter set forth;

36009-2004 16 118164/10 148040

2-

AND WHEREAS notwithstanding the statutory rights of the parties, the parties wish to enter an agreement to clarify the Corporation's responsibilities in providing services and Kerwood's obligations for costs incurred by the Corporation in hosting Kerwood's renewable energy project and for decommissioning obligations, and to enable both parties to enjoy the economic benefits of renewable energy projects;

AND WHEREAS Kerwood proposes to make use of certain Road Allowances during construction, development and operation of the Wind Project;

AND WHEREAS it may be expedient for Kerwood to improve, reconstruct or realign certain portions of the Road Allowances to facilitate the movement of material;

AND WHEREAS Kerwood wishes to connect access driveways from the Wind Project to the Road Allowances;

NOW THEREFORE IN CONSIDERATION of the undertakings and agreement hereinafter expressed by the Partievarties, the receipt and sufficiency of which consideration is hereby acknowledged, and upon the terms hereinafter set forth, the Corporation and Kerwood mutually covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Nothing contained in this Agreement shall abrogate or prejudice any statutory rights held by either party under any applicable statutes including, but not limited to, the Ontario Energy Board Act, 1998, the Green Energy and Green Economy Act, 2009, the Municipal Act, 2001 and the Electricity Act, 1998 as amended. In the event of any conflict between a provision of this Agreement and a provision of Applicable Law, the Applicable Law shall prevail.

1.1 Definitions

In this Agreement:

(a) "Adelaide Wind Energy Centre" or "Wind Project" means the renewable energy generating facility and its appurtenant wind twbinesWind Turbines, equipment, buildings, distribution/collection and transmission facilities a portion of which is to be constructed by Kerwood in the Municipality of Adelaide Metcalfe for the purpose of supplying electricity in accordance with the PPA;

(b) "Anything of value" shall have the meaning set forth in Section 21.5;

(c) "Appropriate Emergency Service Providers" means those emergency service providers set out in Schedule F hereto;

(d) "Approved Road Use Plans" means the Plans attached as Schedule A to this Agreement, depicting the location of any other aspects in relation to the Electrical Infrastructures in the Road Allowances, as approved by the Director prior to the Effective Date;

36009-2004 4640464416J 44164:5

3

(e) "Applicable Law" means all present or future applicable laws, statutes, regulations, treaties, judgements and decrees and all present or future applicable published directives, rules, policy statements and orders of any Public Authority and all applicable orders and decrees of courts and arbitrators of like application to the extent, in each case, that the same are legally binding on the parties in the context of this Agreement, including, but not limited to:

(i) Municipal Act, 2001, S.O. 2001, c. 25 as amended (Municipal Act 2001);

(ii) Electricity Act, 1998, S.O. 1998, c. 15, Schedule A, as amended (Electricity Act, 1998);

(iii) Fire Protection and Prevention Act, 1998, S.O. 2000, c.31, as amended (FPPA);

(iv) Emergency Management and Civil Protection Act, R.S.O. 1990, c. E.19, as amended (EMCPA);

(v) Building Code Act, 1992, S.O. 1992, c.23, as amended (Building Code Act);

(vi) Drainage Act, R.S.O. 1990, c. D.17;

(vii) Environmental Protection Act, R.S.O. 1990 c. E.19, as amended (EPA);

(viii) Green Energy and Green Economy Act, 2009, S.O. 2090, c. 12;

(ix) Ontario Energy Board Act, 1998, S.O. 1998, c. 15, Schedule B, as amended

(x) Highway Traffic Act, R.S.O. 1990, c. H. 9

(xi) Occupational Health and Safety Act, R.S.O. 1990, c. 0.1

(xii) Planning Act, R.S.O. 1990, c. P.13

(f) "Commercial Operation" means the point in time when the Adelaide Wind Energy Centre is deemed by the terms of the PPA to have achieved commercial operation;

(g)

"Commercial Operation Date" means the Commercial Operation Date as defined in the Power Purchase Agreement between Kerwood and the Ontario Power Authority dated July 5, 2011;

(h) "Construction Period" means the period of time between the date of commencement of the Work and the first anniversary of the Commercial Operation Date;

36009-2004 16148164.116148164.5

4-

(i) "Consulting Engineer" means the independent professional engineer qualified to practice engineering in Ontario appointed by the Corporation in accordance with Section 5.4 of this Agreement;

(j) "Council" means the Council of the Corporation;

(k) "Deliveries" means the transporting of materials, components and equipment including overweight or over-size cargoes across or along Road Allowances to provide for the construction, maintenance, repair (including Significant Repair and Maintenance), replacement, relocation or removal of infrastructure for the Wind Project;

(0 "Director" means the Public Works Manager for the Corporation or such other person as may from time to time be designated by Council of the Corporation, who shall use his/her authority in a bona fide reasonably prudent manner;

(m) "Effective Date" is defined at the top of page 1 herein;

(n) "Electrical Infrastructure" means infrastructure within the Road Allowances for the distribution of electricity, including a line or lines of towers and/or poles, with such wires and/or cables (whether above ground or buried), for the distribution of electrical energy and all necessary, and proper footings, cross arms and other appliances, facilities and fixtures for use in connection therewith including without limitation, vaults and junction boxes (whether above or below ground), manholes, handholes, conduit, fiber optics, cables, wires, lines and other conductors of any nature, multiple above or below ground control, communication. data and radio relay systems, and telecommunications equipment, including without limitation, conduit, fiber optics, cables, wires and lines;

(o) "Emergency" means an emergency as defined by the Emergency Management and Civil Protection Act, R.S.O. 1990

(p) "Entrance Work" is defined as constructing and maintaining Entrances to private access roads;

(q) "Entrances" means one or more points of access to the Road Allowances to be constructed by Kerwood or its agents, as applicable, from the travelled portion of the Road Allowances connecting to certain access roads that lead to the Wind Project or other infrastructure;

(r) "Governmental Official" shall have the meaning set forth in Section 21.5;

(s) "Haul Routes" means the Road Allowances, crossings of Entrances designated in Schedule C;

(t) "Heavy Goods Vehicles" means any truck or motor vehicle combination with a gross weight of truck, trailer and load in excess of 9,000 kg;

36009-2004 16148164 '11_61481_6_4_5

5

(u) "HTA" means the Highway Traffic Act, R.S.O. 1990, c. H. 9 and the regulations thereto;

(v) "Installation Work" means Road Work, work involving or incidental to the installation, construction, enlargement, relocation or removal of Electrical Infrastructure, but for greater certainty, shall exclude Entrance Work;

(w) "Municipal Costs" shall mean all reasonable costs incurred by the Municipality arising directly from the Work and the administration and enforcement of this Agreement including without limitation, the Municipality's legal, planning, engineering, consulting and administrative costs to negotiate and prepare this Agreement, to prepare the Municipal Works Condition Report, to monitor the construction, maintenance, repair and restoration of the Municipal Works, and any and all other matters related thereto, but does not include (i) building permit fees, (ii) any costs incurred by the Municipality in the Environmental Review Tribunal, or (iii) any costs associated with any legal or administrative challenges by the Municipality as to Applicable Law unrelated to the Work;

(x) "Municipal Works" means any structures, services, water mains, culverts or facilities of any kind owned or operated by or for the benefit of the Corporation and include but are not limited to Road Allowances and Entrances;

(y) "Municipal Works Condition Report" shall have the meaning set forth in Section 5.4;

(z) "Municipality" means and includes the territorial limits under and subject to the jurisdiction of the Corporation on the date when this Agreement takes effect;

(aa) "OTM Book 7" means The Ontario Traffic Manual, Book 7 — Temporary Conditions developed in accordance with the regulations pursuant to the Occupational Health and Safety Act, R.S.O. 1990, c. 0.1;

(bb) "Permits" means, collectively those permits set out in Schedule D hereto.

(cc) "Plans" means detailed plans drawn to scale that show the location, size, elevation and scope of the Road Work, the Haul Routes, Road Allowances (and identify the "no winter maintenance" Road Allowances), Entrances, any trees proposed to be removed along the Haul Routes and the location of utilities within the Road Allowances where the work is proposed and the location of the proposed Electrical Infrastructure or part thereof together with specifications relating to the proposed Electrical Infrastructure or part thereof;

(dd) "Public Authority" means any governmental, federal, provincial, regional, municipal or local body having authority over the Corporation, Kerwood, the Wind Project, the Electrical Infrastructure or the Road Allowances;

(ee) "Repair Work" means work involving the maintenance, repair and replacement of installed Electrical Infrastructure and Entrances that does not cause the

36009-2004 16148164.41614816_4,5

6

location, elevation, position, layout or route of the Electrical Infrastructure or Entrance to materially change;

(ff)

"Road Allowance(s)" means public rights of way, road allowances, streets, sidewalks, walkways, driveways, ditches and boulevards and the allowances therefor, including the Entrances, and includes all Municipal Works located on or within the Road Allowances, all owned, or managed under the legal jurisdiction of the Corporation, as shown on Schedule A hereto;

(gg) "Road Work" is defined as temporarily reconstructing or re-aligning road sections, curves and intersections on the Road Allowances to permit the passage of overweight or oversized cargoes;

(hh) "Secured Party or "Secured Parties" is defined as the lenders of Kerwood;

(ii) "Security Deposit" means the deposit on account of the Municipal Costs to be paid by Kerwood to the Corporation from time to time in accordance with Article 16 of this Agreement;

"Significant Repair and Maintenance" means any repair or maintenance to the Wind Project which necessitates the use of Heavy Goods Vehicles;

(kk) "Stub Year" means the period of time between the Commercial Operation Date and December 31 of the same year;

(11) "Traffic Effects" is defined as temporary modification of traffic patterns or the imposition of temporary restrictions on public access to or use of the Road Allowances;

(mm) "Tree Work" is defined as cutting, trimming, removing or grubbing of trees or bushes growing in the Road Allowances of the Haul Routes;

(nn) "Wind Turbine" means a wind driven turbine constructed by Kerwood, or any subsidiaries or affiliates of Kerwood, as part of the Adelaide Wind Energy Centre;

(oo) "Work" means, collectively, all work required to be performed by Kerwood in the Road Allowances with respect to the Wind Project, which shall include, but not be limited to, Deliveries, Road Work, Entrance Work, Tree Work, Repair Work and Installation Work as defined herein; and

(pp) "year" means a calendar year.

1.2 Schedules

The following schedules to this Agreement are an integral part of this Agreement:

Schedule A - Approved Road Use Plans

Schedule B - Decommissioning Report Text

36009-2004 16118161 116148164 5

7

Schedule C - Haul Routes

Schedule D - Permits and Fees

Schedule E - Rights and Remedies Afforded to Secured Parties

Schedule F - Appropriate Emergency Service Providers

Schedule G -- Drainage Services Guideline

Schedule H - Letter from Corporation re: Approval of Entrance Work

ARTICLE 2 TERM

2.1 Term

The rights hereby given and granted shall be for a forty (40) year term commencing on the Effective Date, together with the time required to complete the decommissioning of the Wind Project. There shall be no automatic right of renewal and the terms of any renewal agreement shall be subject to the mutual concurrence of the parties. In the event that Kerwood obtains an extension of the term of the PPA, Kerwood and the Corporation shall enter into good faith negotiations regarding the extension of the Term and any appropriate amendments to this Agreement (hereinafter, the "Term").

ARTICLE 3 ROAD USE BY ICERWOOD

3.1 Right to Use Roads

The parties acknowledge and agree that Kerwood shall have the right, permission. and authority> to enter upon and use the Road Allowancesc. to the extent they remain under the jurisdiction of the Corporation, with such persons, vehicles, equipment and material as may be necessary for the purpose of:

titmi-Ets-atdistr-ibuter-f- (a) electricity,< >—fer—t-be-tufpese—e transporting materials, components and equipment across or along Road Allowances of the Haul Routes to provide for the construction, maintenance, repair (including Significant Repair and Maintenance), replacement, relocation or removal of wind turbines for the Wind Project (the "Deliveries")-; and

(b) temporara_Lecanstriteling_or rc-aligning_r_oad j.ntersectionson D the Road Allowances of the Ha_ul_Routes. _as_ n- a/.be respired from time warm ta p_errnitjhepassage and revassage of_ Qverwe tett .oversize _cargo_es_jthe_ limad Work),.

3.2 Road Work by Kerwood

36009-2004 16118161 'I16148164_

8

Kerwood acknowledges the Corporation's right and responsibility to regulate and maintain the Road Allowances.

3.3 Activity Within Road Allowance

Kerwood proposes certain activity within the Road Allowances which consists of:

(a) constructing and maintaining Entrance Work, provided that Kerwood first acquires, at its own expense, any property rights to private lands required for the Entrance Work, and use of such Entrances;

(b) installing, constructing, operating, inspecting, maintaining, altering, enlarging, repairing, replacing, relocating and removing Electrical Infrastructure over, along, across, within or under the Road Allowances in connection with the Wind Project;.

anfl-agfees-t-e-obtaiti-wr-itteR[NTD: This Agreement, which will include the Approved Road Use Plans, should be the only permission required, from the Corporation hefore-mFideftakiiig these activities. with respect to Entrance Work and location of Electrical Infrastructure.]

3.4 Road Closure

1.4.1.13.1. The Corporation agrees, in the event of a temporary closing of any Road Allowances, to give Kerwood reasonable advance written notice of such temporary closing and to provide Kerwood with a further licence over that part of the closed Road Allowances sufficient to allow Kerwood to prcserve any parlor the ,Electrical Infrastructure in its then existing location, and to enter upon the closed Road Allowances to maintain and repair such part of the Electrical Infrastructure.

3.1.2.13.2. The Corporation agrees, in the event it decides to permanently close and/or dispose of any Road Allowance or any part of a Road Allowance, which may affect the interests of Kerwood, to give Kerwood reasonable advance written notice of such proposed closing or disposal and to grant and transfer to Kerwood, at no cost to. Kerwood and prior to the proposed closure or disposal of the applicable. Road Allowance, such easements and rights-of-way, in registerable form. over that part of the Road Allowance closed or disposed of sufficient as further assurance to the preservation of any part of the Electrical Infrastnicture in its then existing location, to enter upon such closed or disposed of Road. Allowance. toperforrn Work in respect of such Electrical and to _gain access to the Wind Project on_thc_ierms and conditions seism,. in /his Agreement

343.3. In the event that the Corporation_ decides to dispose of any Road Allowance or part thereof .whit_ ay _affect the_iaterests_ of Kcalopai _the__Corporation_agrees to require the transferee_ m,_asstriee of, such. Road Allo_wance, as a cor_di ition precedent_ to the transfer assiOment,, to _agree in writing with. Kerwoosl, a_ font a_cs,egtab Kerwood = acting reasonably,_ to be hound by the terms of this _Agreement and to assume,_the_ Corporation's obligations hereunder from. and after the. date of the transfer or assignment.

3.5 Utilities Co-Ordination

36009-2004 1-6-118161.1.0,14_U64:5

9

Kerwood shall co-operate with Hydro One, Bell Canada, Union Gas, the locally authorized TV cable operator and such other utility companies as the Corporation may designate, so that Work is coordinated and accommodate-s, as much as possible, with the installation of any other utilities that may be installed in or on the Road Allowances. Kerwood agrees to pay the cost of relocating and repairing any services in existence at the time of construction where such relocation or repair is made necessary by reason of Work.

ARTICLE 4 CONDITIONS PRECEDENT TO COMMENCEMENT OF WORK

4.1 Insurance

(a) Prior to the commencement of any construction of the Work, Kerwood shall arrange for and maintain during the term of this Agreement, commercial general liability insurance (the "CGL") to be taken out with insurance companies rated "A-, VII" or better by A.M. Best's Key Rating Guide and who are licensed to carry on the business of insurance in the Province of Ontario, insuring Kerwood against any claims, liabilities, losses, costs, damages or other expenses that may occur or Kerwood may incur or suffer as a consequence of personal injury, including death, and property damages, including any property of the Corporation or any other public or private property, arising out of or in any way incurred or suffered in connection with the Works as contemplated by this Agreement. The Corporation shall be endorsed as an Additional Insured on Kerwood's insurance policies required to be maintained under this Agreement and such policies shall provide for a waiver of subrogation in favor of the Corporation.

(b) The CGL, at a minimum, shall provide coverage with limits of liability of not less than (i) Ten Million Dollars ($10,000,000.00 CAD) per occurrence and in the aggregate with respect to the period commencing on the date of commencement of any construction of the Work and expiring on the date that is thirty (30) days following the substantial completion of the construction of the Work (which shall include any repair work required to the Municipal Works pursuant to the terms of this Agreement); and (ii) Five Million Dollars ($5,000,000.00 CAD) per occurrence and in the aggregate for the remainder of the Term.

(c) Kerwood shall satisfy the Corporation, from time to time upon reasonable request by the Corporation, that the premiums of such insurance have been paid and that such insurance is in full force and effect. Kerwood shall provide the Corporation with a Certificate of Insurance evidencing the required insurance prior to the commencement of Work and, from time to time, upon reasonable request by the Corporation provide proof that the premiums of such insurance have been paid and that such insurance is in full force and effect.

(d) The CGL will contain a cross liability and severability of interest clause and provide for a minimum of thirty (30) days' written notice of cancellation—er-lepi[He of said policy.

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(e) If Kerwood fails to pay premiums or otherwise keep the policies in force, the Corporation may pay premiums or take out additional policies as it considers necessary and all costs shall be paid by Kerwood. The issuance of a policy of insurance shall not be construed as relieving Kerwood from responsibility for other or larger claims, if any, for which the Corporation may be held responsible.

(f) Notwithstanding any other requirement set forth in this Section 4.1 and subject to the prior written consent of the Corporation, Kerwood may self-insure.

4.2 Prior Approvals and Notice

Kerwood further agrees that, prior to commencement of any Work in the Road Allowance, it shall obtain the approval of any federal, provincial, county or municipal governments or agency (including Appropriate Emergency Service Providers) if required in connection with such Work and, furthermore, it shall use commercially reasonable efforts to notify and coordinate with any person or body (including school boards and public services) operating within the Road Allowances or in the vicinity of the Road Allowances where such Work is to be conducted, of the details of the anticipated Work, so as to minimize the potential interference with or damage to such existing services equipment, installations, utilities, and other facilities by the said Work and so as to maintain the integrity and security thereof The Corporation shall provide reasonable assistance to Kerwood for the purposes of identifying any such persons or bodies to be notified.

ARTICLE_5. MUNICIPAL WORKS

5.1 Haul Route

Kerwood acknowledges that only the Haul Routes are authorized for its use in transporting, by way of Heavy Goods Vehicles, the equipment, components and materials to be used in the construction, Significant Repair and Maintenance, operation or decommissioning of the Wind Project and, accordingly, Kerwood agrees to ensure that all Heavy Goods Vehicles engaged in Work with respect to the Wind Project use only the authorized Haul Routes. Kerwood hereby agrees to ensure that its suppliers or subcontractors operate any Heavy Goods Vehicles only on the Haul Routes, and do not operate equipment which exceeds the size or weight of equipment contemplated in the Municipal Works Condition Report. Unless otherwise agreed to by the Director, deliveries by way of Heavy Goods Vehicles shall be limited to weekdays (excluding statutory holidays) during daylight hours.

5.2 Responsibility for Repair

During the term of this Agreement, Kerwood will be responsible for all reasonable costs associated with the repair of any Road Allowances and Entrances to match pre-construction condition, where such Road Allowances or Entrances have been damaged as a result of the hauling, by way of Heavy Goods Vehicles, of components or materials to be used in the construction, Significant Repair and Maintenance, operation and decommissioning of the Wind Project along the Road Allowances and Entrances, provided Kerwood receives written notice of such damage within five (5) days following (i) the completion of such hauling of components or materials, and (ii) the discovery of such damage.

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5.3 Restoration

Kerwood further agrees that in the event that it becomes necessary at any time during the term of this Agreement to break, remove, or otherwise pierce the existing surface of any of the Road Allowances or any other municipal lands to undertake any placing, installing, constructing, re-constructing, inspecting, maintaining, operating, altering, enlarging, repairing, replacing, relocating and removing Electrical Infrastructure or to undertake any Work over, along, across, within or under the Road Allowances, Kerwood in all cases will repair, reinstate and restore such surface to the same or better condition which existed prior to the performing of the Work. Kerwood also agrees that it shall thereafter, for a period of twenty-four (24) months following the Commercial Operation Date or the date of the completion of any repair or alteration Work, monitor that portion of such restored Road Allowances, at the sole expense of Kerwood, and repair any settling thereof directly caused by the placing, installing, constructing, re-constructing, inspecting, maintaining, operating, altering, enlarging, repairing, replacing, relocating and removing Electrical Infrastructure or any of the Work performed over, along, across, within or under the Road Allowances to the satisfaction of the Director, acting reasonably.

5.4 Municipal Works Condition Report

The Corporation shall, within five (5) days following the execution of this Agreement, appoint an independent qualified third party consulting engineer (the "Consulting Engineer"), at the sole expense of Kerwood pursuant to Section 16.2, to prepare a report (the "Municipal Works Condition Report") which shall include:

(a) the identification of all Municipal Works that will or may be damaged, destroyed or otherwise adversely affected during the construction of the Electrical Infrastructure and/or the hauling of components and any materials used in the construction, Significant Repair and Maintenance, operation and decommissioning of the Wind Project;

(b) an evaluation of the existing condition and service capacity of the Municipal Works that have been identified;

(c) an estimate of the projected cost to maintain or repair the Municipal Works to a reasonable standard and service level for the duration of the Construction Period; and

(d) an estimate of the projected cost to restore the Municipal Works upon expiration of the Construction Period to the same condition and service level that existed prior to the Construction Period as identified in the Municipal Works Report.

(e) a video recording of the existing condition of the Municipal Works that have been identified in subparagraph (a) above;

(f) identification of the limits for oversized and overweight equipment; and

(g) identification of any surplus excavated material and the location of the approved disposal site.

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5.5 Comment and Approval Required

The Consulting Engineer's retainer shall provide that draft and final copies of the Municipal Works Condition Report shall be provided to the Corporation within fifteen (15) days following the appointment of the Consulting Engineer. The Corporation shall be afforded an opportunity to comment on and approve the draft Municipal Works Condition Report before it is finalized within fifteen (15) days from the date of delivery of the draft Municipal Works Condition Report to the Corporation, such approval not to be unreasonably withheld, delayed or conditioned.

5.6 Periodic Inspections of the Municipal Works

During the Construction Period, the Consulting Engineer shall be authorized to carry out periodic inspections of the Municipal Works for the purpose of determining whether, in the opinion of the Consulting Engineer, acting reasonably, construction activities with respect to the Adelaide Wind Energy Centre is causing or is likely to cause material damage to the Municipal Works and, if necessary, directing Kerwood to undertake such work to maintain and repair the Municipal Works to such condition and service level as the Consulting Engineer may determine, acting reasonably.

5.7 Responsibility during Construction Period

Kerwood shall, at its expense and in the manner, within the time specified by and to the satisfaction of the Consulting Engineer, acting reasonably, undertake and be responsible for completing all maintenance and repairs that are a result of Work to the Municipal Works during the Construction Period as the Consulting Engineer may direct, acting reasonably.

5.8 Municipal Works Supplementary Report

Following the Corporation's receipt of notice from Kerwood confirming that any Significant Repair and Maintenance, construction or decommissioning (as the case may be) of the Wind Project and Electrical Infrastructure is complete, the Consulting Engineer shall conduct a further inspection and provide a supplementary Municipal Works Condition Report ("Municipal Works Supplementary Report") for review and approval by the Corporation that includes the following:

(a) the identification of those Municipal Works that, in the opinion of the Consulting Engineer, have been damaged, destroyed or otherwise adversely affected by the Significant Repair and Maintenance, construction or decommissioning (as the case may be) of the Adelaide Wind Energy Centre;

(b) an evaluation of the existing condition and service capacity of the Municipal Works and the work required to restore the Municipal Works to the same condition and service levels that existed prior to the Construction Period; and

(c) an up to date estimate of the cost of the work to restore the Municipal Works.

The Consulting Engineer's inspection will be completed no later than ten (10) days following receipt by the Corporation of the above noted notice of completion. Kerwood and the Corporation agree to use commercially reasonable efforts to identify the work required to restore

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the Municipal Works to the condition identified in the Municipal Works Condition Report and the reasonable costs of such work.

5.9 Repairs to Municipal Works

(a) Kerwood agrees to repair any and all damage to the Haul Routes identified in the Municipal Works Supplementary Report. If Kerwood fails to commence the required repairs to the Haul Routes within ten (10) days or such longer period of time as the Corporation, acting reasonably, may consider reasonable in the circumstances, the Corporation may deliver written notice to Kerwood advising that unless such repairs are completed within a further period of ten (10) days or such longer period of time as is reasonable in the circumstances, the Corporation may effect such repairs at the sole expense of Kerwood.

(b) Kerwood agrees to repair any and all other damage to the Municipal Works identified in the Municipal Works Supplementary Report. If Kerwood fails to commence the required repairs to the Municipal Works, other than the Haul Routes, within twenty (20) days or such longer period of time as the Corporation-considers, acting reasonably, may consider reasonable in the circumstances, the Corporation shall effect such repairs at the sole expense of Kerwood.

(c) In the event that the damage to the Road Allowances and Entrances will have or is likely to result in the unplanned closure of a Road Allowance or present a danger to public health and safety, the repairs shall be completed by Kerwood immediately upon notification by the Corporation, failing which the repairs shall be completed by or on behalf of the Corporation at the sole expense of Kerwood.

(d) In the event the Corporation is required to undertake repairs, Kerwood shall be liable for all costs incurred by the Corporation together with a fifteen percent (15%) administrative charge, and the Corporation shall have the right, in addition to any other remedies available to it and without any further notice to Kerwood, to draw against the security posted by Kerwood to recover all costs and damages incurred by the Corporation and for all amounts owing to the Corporation.

5.10 Disputes re Restoration

(a) If the parties are unable to resolve any dispute involving any matters arising from this part of the Agreement, the dispute shall first be referred to the Consulting Engineer for a decision, but either party may request that the decision of the Consulting Engineer be submitted to mediation and binding arbitration in accordance with the dispute resolution provisions in Article 19 of this Agreement.

(b) There shall be compliance with the decision of the Director or the Consulting Engineer (as the case may be) with respect to the Work required for the repairs pursuant to Section 5.9(c) above without resort to Section 5.10(a). The decision of the Director or the Consulting Engineer with respect to Sections 5.9(c), shall be final and not subject to mediation or arbitration, however, for greater certainty, this shall not limit or restrict the rights of Kerwood to contest or dispute any costs with respect thereto.

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5.1 I First Right of Refusal - Surplus Excavated Material

Kerwood agrees to provide the Corporation a first right of refusal to accept any surplus excavated material relating to the Works which the Corporation, acting reasonably, has permitted to be removed.

ARTICLE 6 UNDERGROUND SERVICES

6.1 Underground Services

Kerwood shall use commercially reasonable efforts to construct underground all distribution lines within Road Allowances that form part of the Adelaide Wind Energy Centre, unless otherwise approved by the Corporation. If either th-e-c-efpefation or Kerwood determines that it is not practical to construct such facilities underground, Kerwood shall request in writing permission from the Corporation to construct above ground distribution lines on poles, such request to set out the number and proposed location of the above ground distribution lines and an explanation of the nature of the circumstances that makes it impractical to construct underground, and the Corporation shall act within ten (IQ) business-d-ays—(-1-4) days of such request and shall not unreasonably deny, withhold, delay or condition the request.

6.2 Drainage Services Guideline Document

The parties shall have regard to the Township of Adelaide Metcalfe's Drainage Services Guideline in the planning and approval of the location of the proponent's distribution lines and other facilities. The applicable guideline document at the time of execution of this agreement. is attached as Schedule G to this Agreement and is subject to revisions by the Council from time to time as both circumstances and legislation may require.

6.3 Location of Underground Services

Where practical, all underground distribution lines constructed by Kerwood must be located at least 1.2 metres horizontally and vertically from any other infrastructure of the Corporation, unless otherwise agreed by the Director, acting reasonably.

ARTICLE 7 PERMIT FEES AND DEVELOPMENT CHARGES

7.1 Fees

7.1.1 Permit Fees Kerwood shall pay permit fees for all components of the Works for which a permit is required, in accordance with the Corporation's lawful permit fee by- laws-then.

7.1.2 Building Permit Fees The parties acknowledge that the amount of the permit fees attached hereto as Schedule D to this Agreement are reasonable charges for the Corporation to administer and enforce the Building Code Act. The said fees cover the following activities:

(a) the cost to review all plans and drawings in support of the application for the permit; and

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(b) all inspections of the construction required by the Building Code Act-4

such fees may be amended from time to time by the Corporation, at the discretion of its Council, in accordance with the applicable enabling legislation.

7.2 Development Charges

The Corporation does not have a Development Charge By-law. Nothing in this Agreement shall be taken to fetter the discretion of the Council to enact such a By-law, if the Council sees fit to do so.

ARTICLE 8_ SECURITY

8.1 Security - Municipal Works

(a) As security for Kerwood's obligation to maintain, repair and restore the Municipal Works in accordance with this Agreement, Kerwood shall, prior to the commencement of the Installation Work, deposit security with the Corporation in an amount equal to the sum of the costs estimated by the Consulting Engineer, acting reasonably, in the Municipal Works Condition Report (the "Initial Security"). The Partieriparties agree that the security may be in the form of an irrevocable letter of credit, cash, or such other security as may be acceptable to the Corporation, acting reasonably.

(b) If the Consulting Engineer, acting reasonably, should at any time revise his or her estimate of the costs set out in the Municipal Works Condition Report or the Municipal Works Supplementary Report, the Consulting Engineer shall forthwith notify the parties and within fifteen (15) days of receipt of notice, Kerwood shall increase the amount of the Initial Security to adjust for any shortfall or the Corporation shall authorize the release of any surplus amount from the security, as the case may be. In no event shall the Initial Security be in an amount greater than $0.

•

8.2 C-oatinifingRelease of the Initial Security

Upon completion of the repairs and restoration identified in the Municipal Works Supplementary Report (the "Repairs"), to the satisfaction of the Director and the Consulting Engineer, acting reasonably, the Corporation shall . .

Securityimmediately return the Initial_ Security IQ Kerwood and Kerwood shull., at the same time, provide a secand_irrevocableletter of credit, cash,or other security acee_ptable to the Corporation, acting, reasonably, substantially in the same form as the Initial Security, which amount shall be

not _greater than the_amount of the Initial Security (_the_ "Secondary Security"_).

8.3 Additional Repairs Required

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Twenty-four (24) months following completion of the Repairs, the Partiesparties shall jointly inspect the Repairs to confirm that the Repairs were properly completed. If, following the said joint inspection, the parties agree that no additional Repairs are required, the Corporation shall immediately return the Secondary Security within thirty (30) days, subject to Section 10.4 herein. If, however, the Repairs require further repair as a result of having been improperly completed, and not as a result of the use of the Road Allowances and. Entrances by third parties subsequent to the completion of the Repairs, Kerwood shall complete such additional repairs forthwith ("Additional Repairs"). Following the completion of the Additional Repairs to the satisfaction of the Director, acting reasonably, and subject to Section 10.4 herein, the Corporation shall immediately return the Secondary Security to Kerwood.

Nothing herein shall constitute an assumption by Kerwood of the obligation and responsibility of the Corporation to maintain public highways, including Road Allowances and Municipal Works.

8.4 Decommissioning

(a) Kerwood has completed a decommissioning report, which was prepared for its "Renewable Energy Approval" for the Wind Project (the "Decommissioning Report"). The principles for decommissioning articulated in the decommissioning report, the text of which is attached to this Agreement as Schedule B, will generally apply to the decommissioning of the Electrical Infrastructure and the Wind Project, over, along, across, within or under the Road Allowances (the "Decommissioning").

(b) Should Kerwood fail to decommission and remove the infrastructure as set out above, the Corporation may, to the extent permitted by Applicable Law, retain necessary personnel to remove the infrastructure and Kerwood shall compensate the Corporation for 100% of its cost to decommission and remove the infrastructure.

(c) As security for Kerwood's obligation to complete the Decommissioning (as such Decommissioning impacts the Road Allowances and in accordance with the Decommissioning Report), and in consideration of any Repairs which may be required as a result of the Decommissioning and identified in a further Municipal Works Supplementary Report, Kerwood shall, prior to the commencement of the Decommissioning, deposit either an irrevocable letter of credit or other security acceptable to the Corporation, acting reasonably, with the Corporation in an amount equal to the Decommissioning costs estimated by the Consulting Engineer (the "Decommissioning Security").

8.5 Use of Security

The security provided pursuant to this Agreement shall be held by the Corporation on the following terms:

(a) Kerwood acknowledges and agrees that the Corporation shall be entitled to draw on and use the proceeds from whi-ehthe Initial Security to complete the Repairs if Kerwood has failed to do so in accordance with the Agreement.

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•

ARTICLE 9 WORK GENERALLY

9.1 Performance of Work and Repairs

Notwithstanding and without limiting any other term hereof, Kerwood agrees and undertakes that it will perform the Work and all repairs required herein at its own expense, in accordance and compliance with:

(a) Ministry of Transportation Ontario design guidelines and construction standards, as may be amended from time to time;

(b) good engineering practices;

(c) the applicable Approved Road Use Plans; and

(d) this Agreement and Applicable Law.

9+-2 No

(b)

(e) dornoge-er-interfere-with-lon

e-Road--Mlowanc-es:

remove any soil or other material.

92 9.3 No Interference With Roadway

Kerwood further agrees to use commercially reasonable efforts to ensure that there will be no unnecessary interference with the Road Allowances, or any other Municipal Works or improvements. Permission to close a Road Allowance may be refused, or if granted, the Road Allowance shall be required to remain functional for its intended purpose as determined by the Director or the Consulting Engineer acting reasonably. If any additional Municipal Works or improvements are made necessary by reason of any work done or omitted to be done by Kerwood, as determined by the Consulting Engineer, acting reasonably, they will be constructed by Kerwood at its own expense for the Corporation.

9.3 9-4-No Interference With Public

Kerwood shall use commercially reasonable efforts to ensure that neither its Work nor its Electrical Infrastructure unduly interferes with the use of any Road Allowances by members of

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the public. Without limiting the generality of the foregoing, Kerwood shall not be entitled to close or temporarily block any of the Road Allowances without the prior written consent of the Director, acting reasonably. Kerwood shall reimburse the Corporation for any services rendered for traffic control purposes, and/or the erection of road closures/barriers during the Project's construction and decommissioning periods.

9.4 9,:i-Traffie Effects

The Partievarties acknowledge that the Work from time to time may require the temporary modification of traffic patterns or the imposition of temporary restrictions on public access to or use of the Road Allowances ("Traffic Effects"). Kerwood agrees to:

(a) give five (5) business days' written notice of anticipated Traffic Effects to the Corporation, the Appropriate Emergency Service Providers and affected residents, to post in accordance with the HTA and OTM Book 7, to coordinate with the Corporation and Appropriate Emergency Service Providers to minimize and mitigate any adverse impacts of the Traffic Effects, and to ensure public safety is maintained; and

(b) use such reasonable efforts as the Director, acting reasonably. may require to maintain adequate public access to and use of the Road Allowances while Work is in progress and to remove the Traffic Effects as soon as reasonably possible following the completion of the Work.

9.5 9.6 Repairs to Road Allowances

Except as may be otherwise provided for in this Agreement, Kerwood shall be liable at all times for the repair, to the reasonable satisfaction of the Corporation, of any damage to Road Allowances caused by Kerwood, its subcontractors and material suppliers. Any repairs undertaken shall restore the road surface to the same or better condition than it was in immediately prior to the use of the Road Allowance. Kerwood shall, providing that the weather and weather-related conditions permit, complete these repairs within five (5) days of being notified by the Corporation of the need for such repairs, or such longer period of time as may be reasonable in the circumstances.

9.6 9,7-Emergency

Notwithstanding any other provision of this Agreement, in the event of any Emergency involving the Work or Electrical Infrastructure, Kerwood shall notify the Appropriate Emergency Service Providers immediately upon becoming aware of the situation and shall use all reasonable and necessary efforts to control the Emergency, including such work in and to the Electrical Infrastructure or the Road Allowances as may be reasonably required for the purpose. Kerwood shall be responsible for all costs associated with such Emergency.

9.7 -94-Upgrades Required

(a) In the event that the standard, condition or maintenance of any of the Road Allowances is not sufficient to permit Kerwood to carry out its desired operations, Kerwood shall be solely responsible for carrying out such remedial work or

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maintenance as may be permitted to upgrade the Road Allowances, at its own expense. Kerwood shall not carry out any such remedial work or maintenance without first obtaining the written approval of the Director, such approval not to be unreasonably withheld, delayed or conditioned.

(b) Notwithstanding the foregoing, Kerwood shall not be required to carry out and shall not be responsible for any costs associated with any maintenance, repairs or restoration of the Road Allowances other than as set out in this Agreement.

ARTICLE 10 INSTALLATION WORK

10.1 Adherence to Approved Road Use Plans

Kerwood agrees to commence, perform and complete the placement, installation, construction, re-construction, inspection, maintenance, operation, alteration, enlarging, repairing, replacing, relocating and removing Electrical Infrastructure in compliance with the Approved Road Use Plans and all applicable permits.

10.2 Coordination Required

(a) At least ten (10) business days prior to commencing the Installation Work, Kerwood agrees to use commercially reasonable efforts to notify and coordinate with any other person, entity or body operating within the Road Allowances or in the immediate vicinity of the Road Allowances where Installation Work is to be conducted, with the details of the anticipated Installation Work so as to minimize the potential interference with or damage to such existing services, equipment, installations, utilities, and other facilities by the said Installation Work and so as to maintain the integrity and security thereof. For greater certainty, Kerwood will deliver written notices to affected landowners and post information bulletins in the vicinity notifying the general public of the commencement of Installation Work.

(b) Kerwood shall provide traffic regulatory signage as required pursuant to OTM Book 7. The type and method of installation of such signage shall be in accordance with specifications of the Corporation and to the satisfaction of the Director and the Consulting Engineer.

10.3 Revisions Required

In the event that physical features of the Road Allowance or other obstacles or circumstances frustrate the ability of Kerwood to complete the Installation Work in compliance in all material respects with the Approved Road Use Plans, Kerwood agrees to revise the relevant Approved Road Use Plans and submit such revised Plans for review by the Corporation. The Corporation agrees to expedite the review of such revised Plans and shall not unreasonably condition or withhold its approval of such revised Plans.

10.4 Deposit of Plans

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Within twelve (12) months after the Commercial Operation Date, and prior to release of any deposits or security, Kerwood agrees to deposit with the Corporation as built drawings and plans, together with a final electronic copy (CD ROM or DVD) prepared in an AUTOCAD environment, showing the location and specifications of any Electrical Infrastructure installed over, along, across, under or within the Road Allowances, as well as the location and specifications of any Entrances or intersections constructed pursuant to this Agreement. The said locations shall be provided to the Corporation on an AutoCAD file compatible with AutoCAD 2000, in DWG or DXF format. The file delivered to the Corporation shall be in metric units and relate to the NAD 83 UTM grid, Zone 17, and contain only UTM coordinates such that the file can be directly overlaid on the Ontario Base Mapping with no scaling or further adjustment.

ARTICLE 11 ELECTRICAL INFRASTRUCTURE

11.1 Installation Below Grade, Exceptions

The Particsparties acknowledge and agree that Kerwood, will install Electrical Infrastructure below-grade within the Road Allowances, except where Kerwood in consultation with the Corporation identifies environmental, topographical or other obstacles that require the installation of poles or other above-grade Electrical Infrastructure to permit the transmission of electricity over, around or across the obstacle. Any Plans submitted by Kerwood shall identify the locations in which Kerwood proposes to install above-grade Electrical Infrastructure and shall set out the reasons therefor.

11.2 Location of Infrastructure

Subj Kerwood further agrees to install the Electrical Infrastructure in accordance with the Approved Road Use Plans attached as Schedule A, being:

(a) as close as possible to the property line of the Road Allowance;

(b) at appropriate depths and/or elevations within the relevant Road Allowance so as to avoid conflicts with other existing infrastructure; and

(c) in consistent locations within the Road Allowances such that the number of road crossings is minimized.

11.3 Restriction on Kerwood Rights

Kerwood acknowledges its-eb4-igationand agrees that its rights under this Agreement are subject to-aecommedate the following rights:

(a) the right of free use of the Road Allowances by all persons or parties otherwise entitled to such use;

(b) the rights of the owners of the property adjoining any relevant Road Allowance to full access to and egress from their property and adjacent rights-of-way, Road Allowances, streets or walkways and the consequential right of such persons or

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parties to construct crossings and approaches from their property to any such right-of-way, highway, street, or walkway subject to any necessary approvals from Public Authorities; and

(c) the rights and privileges that the Corporation may have previously granted to-wh-i-eh any other person or party Flity"be-ei+61-1-wito such Road Allowance or lands.

11.4 Infrastructure Identification

Kerwood agrees at its sole expense to:

(a) mark the location of Electrical Infrastructure installed by Kerwood within the Road Allowances with appropriate markings to the satisfaction of the Director, acting reasonably;

(b) participate in the "Ontario One Call" system to facilitate ongoing notice to the public of the location of the Electrical Infrastructure; and

(c) properly and accurately identify the location of any Electrical Infrastructure within the Municipality on the Plans, identifying the depth of the relevant portion of the Electrical Infrastructure, such request to be made in writing to Kerwood with advance notice of ten (10) business days prior to the Corporation or a third party commencing work that may conflict with the Electrical Infrastructure.

11.5 Relocating Infrastructure

The Partiesparties agree and acknowledge that Kerwood shall be entitled to relocate installed Electrical Infrastructure or Entrances on its own initiative with written permission from the Corporation, such permission not to be unreasonably IA ithheld,41clayed or conditioned.

11.6 Relocation by Corporation

(a) In the event that the Corporation, acting reasonably and with diligence, deems it necessary for the Corporation or the Corporation's agents or contractors to modify or change the location of any part of the installed Electrical Infrastructure (the "Relocation"), the required Installation Work shall be conducted by Kerwood within a reasonable period of time in accordance with the terms of this Agreement respecting Installation Work, and the Corporation shall reimburse Kerwood 100% of Kerwood's reasonable out-of-pocket costs involved for such modifications or relocations during the initial five years from the effective date of this Agreement and one-half (50%) of Kerwood's reasonable out-of-pocket costs involved in such modifications or relocations for the remainder of the Agreement. No overhead or other costs are eligible for reimbursement.

(b) If the provisions of Section 11.6(a) are triggered as a result of the Corporation's compliance with a legislative requirement, Ministerial order or such other law or order of a body which has the ability to force the Corporation to act, then all costs of the alteration or relocation of the installed Electrical Infrastructure system shall be the sole responsibility of Kerwood.

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(c)

Notwithstanding clauses (a) and (b) of this provision, where any part of the installed Electrical Infrastructure relocated in accordance with 11.6(a) is located on a bridge, viaduct or structure, Kerwood shall modify or relocate that part of the Electrical Infrastructure at its sole expense.

11.7 Relocation by Third Party

In the event that the Corporation, acting reasonably deems it necessary that installed Electrical Infrastructure be modified or relocated to accommodate a third party ("Third Party Work"), the required Installation Work shall be conducted by Kerwood in accordance with the terms of this Agreement respecting Installation Work, and the full costs of such Installation Work shall, in the absence of other applicable arrangements or location errors by Kerwoodand provided the location of the Electrical Infrastructure is consistent with the as built drawings and plans, be borne by the third party and paid in advance of any of the Installation Work. The Corporation agrees to give Kerwood sixty (60) days' notice of the need for any such Third Party Work.

11.8 Repair by Kerwood

Kerwood shall be entitled to conduct Repair Work on Electrical Infrastructure without prior approval of the Corporation provided that:

(a) all Repair Work complies with the requirements of Article 9 of this Agreement; and

(b) except where Repair Work is required to address an emergency, Kerwood gives at least ten (10) business days' notice to the Corporation that Repair Work will occur if such Repair Work:

(i) will have or is likely to have Traffic Effects;

(ii) will involve or is likely to involve Tree Work as defined hereinafter;

(iii) could present a danger to public health and safety;

(iv) is located in the Right of Way Entrances and Entrance Work.

ARTICLE 12 SNOW CLEARANCE

12.1 Snow Clearance

Subject to the limitation in Section 12.2 and 12.3 below, the Corporation agrees to clear snow from the Road Allowances in accordance with provincial standards so as to permit adequate vehicular access from the Road Allowances to the Entrances to access roads leading to Wind Project infrastructure. Schedule A to this Agreement identifies the Road Allowances for which the Corporation provides snow clearance.

12.2 Compensation for Snow Clearance

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To the extent that the Corporation as of the Effective Date does not routinely clear snow from or otherwise maintain adequate vehicular access to and from certain Road Allowances in the Corporation, the Corporation is not obliged by Section 12.1 of this Agreement to begin doing so.

12.3 No Winter Maintenance

Kerwood acknowledges that sections of Road Allowances are not maintained by the Corporation for winter use due to soft surfaces and otherwise and are closed to use by the public. In the event that Kerwood requires access to its Wind Project along a Road Allowance which is not maintained by the Corporation for winter use, it shall:

(a) provide advance notification to the Director;

(b) undertake the necessary snow plowing on its own accord and at its expense;

(c) upon completion of its requirement for access, provide a suitable blockade to the Director to prevent public access and notify the Director accordingly;

(d) be responsible for all costs associated with either the repair of any Road Allowance damaged as a result of such use by Kerwood or the requirement by the Corporation to close the said Road Allowances after use by Kerwood;

(e) indemnify and save harmless the Corporation from and against all claims, liabilities, losses, costs (including but not limited to legal costs as between a solicitor and his own client), damages and other expenses of every kind, including third party liability, that the Corporation may incur or suffer as a consequence of or in connection with the exercise by Kerwood of access onto such Road Allowances. In the event of any claim, Kerwood will select and pay for and provide legal counsel, and direct the provision of a full and complete legal defense to Corporation, both at the trial court and appellate levels, unless either the Corporation or Kerwood believe in good faith, for reasons of conflict of interest or otherwise, that their interests would be better served by separate representation from more than one law firm. To the extent that more than one law firm is employed to defend the Corporation and Kerwood against any legal action in which both have been jointly sued, Kerwood will continue to be responsible for the selection of and payment of fees to the law firms providing said defense. In cases of joint representation, the Corporation will be consulted with at all stages of any litigation up to and including disposition of any litigation, and shall have final say on any disposition of its rights. The Corporation may not settle any claim, demand or other obligation or liability pursuant to this paragraph without the written consent of Kerwood.

ARTICLE 13_ ENTRANCES AND ENTRANCE WORK

13.1 Entrance Work

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The Corporation hereby confirms and acknowledges that it has approved the Entrance Work as shown in the correspondence from the Corporation attached as Schedule H.

ARTICLE 14 TREE WORK

14.1 Replacement of Trees

(a) In the event that Tree Work ' GeFperatien—ifiveMftginvoives removal of trees from the Road Allowances, Kerwood shall, prior to any tree removal, offer in writing, to the landowner adjacent to the location affected by the removal, to replace, at the sole expense of Kerwood, such trees in accordance with the following protocol:

(i) Trees below 7.5 cm diameter at breast height ("dbh") will be replaced at a ratio of one (1) tree for each tree removed;

(ii) Trees 7.5 cm dbh or greater but less than 15 cm dbh will be replaced at a ratio of two (2) trees for each tree removed;

(iii) Trees 15 cm dbh or greater but less than 30 cm dbh will be replaced at a ratio of three (3) trees for each tree removed; and

(iv) Trees greater than 30 cm dbh will be replaced at a ratio of five (5) trees for each tree removed.

For greater certainty, replacement trees will be standard nursery (not lining out) stock or greater.

(b) Written offers to replace trees shall include a schedule of available tree species approved by the Corporation, acting reasonably and affected landowners receiving said offer shall be entitled to select from this schedule the tree species or mix of tree species, they wish to receive as replacement trees.

(c) In the event that an affected landowner does not wish to receive replacement trees, the Corporation shall promptly advise as to suitable alternative locations for such trees within the Municipality.

(d) Kerwood agrees to plant such trees to reasonable municipal specifications and to warrant the growth of the replacement trees required due to Tree Work for a period of one (1) year from the date of replacement.

36009-2004 16118161.1.1.6„1,48164_5.

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ARTICLE 15_ ABANDONMENT AND DECOMMISSIONING OF ELECTRICAL INFRASTRUCTURE

15.1 Notice of Abandonment

Kerwood may permanently discontinue the use of ("abandon") any part of the Electrical Infrastructure on at least sixty (60) days prior written notice of such abandonment to the Corporation specifying the part of the Electrical Infrastructure to be abandoned and the date when the abandonment will occur.

15.2 Deactivation of Abandoned Electrical Infrastructure

If Kerwood abandons any part or all of the Electrical Infrastructure, Kerwood shall deactivate and remove such part of its Electrical Infrastructure within the Road Allowances as has been abandoned, and certify to the Corporation that such Electrical Infrastructure has been deeeni-m-i-sfri-eneEldeactivated within sixty (60) days of its abandonment. The Retit.4441owapee-

ARTICLE 16 MUNICIPAL COSTS

16.1 Reimbursement for Municipal Costs.

Subject to the provisions of this Agreement, Kerwood shall reimburse the Corporation for all reasonable Municipal Costs within thirty (30) days following receipt by Kerwood of written invoices, delivered from time to time, along with reasonable evidence in support of such Municipal Costs.

16.2 Security Deposit for Municipal Costs

(a) As security for its obligation to pay the Municipal Costs, Kerwood shall, within thirty (30) days following the Effective Date, deliver an irrevocable letter of credit, cash, or other security acceptable to the Corporation, acting reasonably in the amount of • Dollars ($0) (the "Security Deposit"), to be retained by the Corporation until the second (2nd) anniversary of the Commercial Operation Date.

(b) In the event Kerwood does not reimburse the Corporation within thirty (30) days following receipt by Kerwood of written invoice in accordance with Section 16.1, the Corporation shall be entitled to draw against the Security Deposit, from time to time, for the purpose of paying or reimbursing itself for such Municipal Costs.

(c) The Corporation shall keep proper accounts and records for the Security Deposit, including records of all withdrawals, together with copies of all invoices, bills and receipts for all Municipal Costs paid from the Security Deposit.

(d) All accounts, records, invoices and other relevant information related to the Security Deposit and the Municipal Costs shall at all times during business hours

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be open to inspection and independent audit by Kerwood whose accredited officers may make any copies and take any extracts that they require.

(e) Kerwood may, at any time after the second (2nd) anniversary of the Commercial Operation Date, request that the Corporation release the balance of the Security Deposit, or any portion thereof, and the. Corporation shall, comply with the request.

(f) The decision of the Corporation to release all or a portion of the Security Deposit in accordance with Section 16.2(e) shall not constitute a release by the Corporation of Kerwood from its continuing obligation for the term of this Agreement to pay Municipal Costs, or a waiver by the Corporation of its right to request at any time or times that Kerwood again deliver the Security Deposit on account of estimated future Municipal Costs. _

ARTICLE 17_ ASSIGNMENT

17.1 Consent Required

(a) Kerwood may not assign this Agreement, except to an affiliate, lender or mortgagee, without the written consent of the Corporation, which shall not be unreasonably conditioned, delayed, or withheld. No consent shall be required for Kerwood to assign this Agreement to flan affiliated or successor entity, or for purposes of securing indebtedness or other obligations respecting the Electrical Infrastructure or the Wind Project.

(b) Kerwood shall, obtain the acknowledgement of the assignee that tlieany transferee, lessee, or assignee has written notice of and acknowledges this Agreement, and agrees to be fully bound by and to perform the duties and obligations of Kerwood hereunder in the same manner as if such person was an original signatory to this Agreement.

(c) In the event Kerwood applies to the Corporation for consent to assignment, the Corporation shall have a period of thirty (30) days following receipt of sufficient information to make a determination as to whether the Corporation shall provide or refuse to provide its consent to the proposed transfer. The Corporation's failure to respond within that thirty (30) day period shall bcgonstrued as consent by the Corporation.

(d) For greater certainty, Kerwood shall from time to time during the term of this Agreement be entitled, to assign this. Agreement and all of its rights hereunder without the consent of the Corporation to any secured party as security for. Kerwood's obliptions to such secured parties, which, subject to Section 17,1.(b) above. shali_be_further entitled to assign this Agreement and. Kerwood's rights the_reundor, jrkcormection with an enforcement oftheir security, The. Corporatipti hereby grants to any secured party_the rights_ and reniedies set forth in. _S e_dule hereto. The Corporation hereby agrees: to execute _ and deliver .._ an

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acknowledgement and consent agreement in favour of any applicable secured party or assignee thereof, granting and confirming the rights and remedies in this Agreement, including those rights and remedies set forth in Schedule E and to enter into any other reasonable agreements with the secured party, as may reasonably be required by Kerwood in order to obtain financing from the secured party.

ARTICLE 18 DEFAULT

18.1 Breach

If a Party commits a breach of or omits to comply with any of the provisions of this Agreement (the "Defaulting Party"), the other Party (the "Complainant") may give the Defaulting Party notice in writing specifying the breach complained of and indicating the intention of the Complainant to terminate this Agreement unless the Defaulting Party shall have remedied the breach or commenced to remedy the breach and has diligently pursued the remedying thereof, within the period mentioned in the notice, which period shall be not less than sixty (60) days. If the Defaulting Party shall have within such notice period commenced to remedy the breach and has diligently pursued the remedying thereof, the Defaulting Party shall be allowed one hundred and fifty (150) days after the expiry of the original notice period to remedy the breach. After the expiration of the later of the applicable periods, the Complainant may elect to terminate this Agreement or to remedy the breach in which case the Defaulting Party shall be liable for reimbursing to the Complainant the reasonable costs of completing said remedy. Notwithstanding the foregoing, this Section shall not apply in the event of a failure by the Corporation to issue the Permits within a reasonable period of time following receipt of complete applications and permit fees and otherwise in accordance with the terms of this Agreement.

18.2 Force Majeure

Whenever, and to the extent that a Party will be unable to fulfil or will be delayed or restricted in the fulfillment of any obligations under any provision of this Agreement by reason of:

(a) strikes;

(b) lock-outs;

(c) war acts of military authority;

(d) rebellion or civil commotion;

(e) material or labour shortage not within the control of the affected Party;

(0 fire or explosion;

(g) inclement weather, flood, wind water, earthquake, or other casualty;

(h) changes in Applicable Law not wholly or mainly within the control of the affected Party, including the revocation by any Public Authority of any permit, privilege,

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right, approval, license or similar permission granted to Kerwood or the Wind Project;

(i) any event or matter not wholly or mainly within the control of the affected Party (other than lack of funds or any financial condition of the parties hereto); or,

(j) acts of God,

(in each case a "Force Majeure") not caused by the default or act of or omission by that Party and not avoidable by the exercise or reasonable effort or foresight by it, then, so long as any such impediment exists, that Party will be relieved from the fulfillment of such obligation and the other Party will not be entitled to compensation for any damage, inconvenience, nuisance or discomfort thereby occasioned. The Party relying on Force Majeure will be required and is entitled to perform such obligation within a period of title immediately following the discontinuance of such impediment that is equal to the period of time that such impediment existed. A Party shall promptly notify the other Party of the occurrence of any Force Majeure, which might prevent or delay, that doing or performance of acts or things required to be done or performed.

ARTICLE 19 DISPUTE RESOLUTION

19.1 Mediation Required

Save and except for those matters set out in the Excluded Sections, in the event that either Party provides the other Party with written notice of a dispute regarding the interpretation or implementation of this Agreement (a "Dispute") then both Partiespartics shall use their best efforts to settle the Dispute by consulting and negotiating with each other in good faith to reach a solution satisfactory to both Partiesparties. If the parties are unable to resolve any dispute between them, either party may request that the Dispute be submitted first to mediation by an impartial third party to be agreed upon by Kerwood and Corporation. For greater certainty, a "Dispute" shall include a dispute which arises out of either (i) the costs payable, or (ii) the liability of either party pursuant to actions taken, in pursuance of those matters set out in the Excluded Sections, but shall not include the actions taken.

19.2 Arbitration

(a) If the parties are unable, in good faith, to resolve the dispute through mediation, within sixty (60) days following receipt of the said notice, then either Party may provide written notice to the other Party (the "Arbitration Notice") requiring resolution by arbitration and thereafter the Dispute shall be referred to arbitration in accordance with the provisions of the Arbitration Act, 1991.

(b) The arbitration tribunal shall consist of on arbitrator appointed by mutual agreement of the Partiesparties or, if the Partiesparties fail to agree on an arbitrator within ten (10) days after receipt of the Arbitration Notice then either Paftyparty may apply to a judge of the Superior Court of Justice to appoint an

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arbitrator. The arbitrator shall be qualified by education and training to pass upon the matter to be decided.

(c) The arbitration shall be conducted in English and shall take place in London, Ontario.

(d) The arbitration award shall be given in writing and shall address the question of costs of the arbitration and all related matters. The arbitration award shall be final and binding on the Partiesparties as to all questions of fact and shall be subject to appeal only with respect to matters of law or jurisdiction.

(e) Except to the extent that a matter is specifically the subject of a Dispute, both Partiesparties shall continue to observe and perform the terms and conditions of this Agreement pending the resolution of a Dispute.

19.3 No Alteration to Agreement

Notwithstanding anything to the contrary herein, the arbitrator will not, without the consent of the parties, have any power to alter or change any provisions of this Agreement or to impose any new provisions to this Agreement or to substitute any new provisions for any existing provisions or to give any decision inconsistent with the terms and provisions of this Agreement.

19.4 Costs of Arbitration

Each party shall pay its own costs of the arbitration and shall share equally the costs of the arbitrator and any incidental expenses.

ARTICLE20_ LIABILITY AND INDEMNITY

20.1 Kerwood's Risk

Kerwood hereby acknowledges that its performance of the Work and operation of the Electrical Infrastructure and Wind Project is entirely at its own risk and the Corporation shall in no way and in no circumstances be responsible or liable to Kerwood, its contractors, agents, or customers for any damage or losses in consequence thereof, except if such damage or loss was suffered or incurred, other than damage or loss arising out of the negligence of intentional misconduct of, or a breach of this Agreement by the Corporation, anyone directly, or indirectly employed by the Corporation or anyone for whose acts the Corporation is in law responsible.

20.2 Indemnity

Kerwood will indemnify and save harmless the Corporation from and against all claims, liabilities, losses, costs (including but not limited to legal costs as between a solicitor and his own client), damages that the Corporation may incur or suffer as a consequence of or in connection with the exercise of Kerwood's rights under this Agreement including but not limited to the Work undertaken by Kerwood, except if the damages, claims, liabilities, losses, costs are due the negligent or intentional acts by the Corporation, its agents, successors, assigns, employees, licensees and invitees.

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20.3 Limitation of Liability

Notwithstanding any term in this Agreement, the parties are not liable to each other for consequential liabilities, damages, losses, costs or expenses damages, loss of profit, economic loss, interest or any other damages or loss suffered or incurred by the other party and arising out of this Agreement.

ARTICLE_21_ MISCELLANEOUS

21.1 Further Assurances

Each of the parties covenants and agrees with the other that it will at all times hereafter execute and deliver, at the request of the other, all such further documents, agreements, deeds and instruments, and will do and perform all such acts as may be necessary to give full effect to the intent and meaning of this Agreement.

21.2 Notices

All notices, communications and requests for approval which may be or are required to be given by either party to the other herein shall be in writing and shall be given by delivery by courier or by facsimile addressed or sent as set out below or to such other address or facsimile number as may from time to time be the subject of a notice:

To the Corporation:

The Corporation of the Township of Adelaide Metcalfe 2340 Egremont Drive, RR #5 Strathroy, ON N7G 3H6

Attention:

To Kerwood:

Kerwood Wind, Inc. Attention: Business Management 390 Bay Street, Suite 1720 Toronto, ON, M5H 2Y2, Canada Phone: (416) 364-9714

With a copy to:

Kerwood Wind, Inc. Attention: General Counsel 700 Universe Blvd. LAW/JB Juno Beach, Florida 33408 Phone: (561) 691-2359

21.3 Delivery

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Any notice, if delivered by courier shall be deemed to have been validly and effectively given and received on the date of such delivery and if sent by facsimile with confirmation of transmission, shall be deemed to have been validly and effectively given and received on the day it was received, whether or not such day is a business day.

21.4 Governing Law

This Agreement shall be governed by, and be construed and interpreted in accordance with, the laws of Ontario and the laws of Canada applicable in Ontario.

21.5 Foreign Corrupt Practices Act

Notwithstanding anything to the contrary herein, the Corporation, in its administration of this Agreement, shall refrain from offering, giving or promising, directly or indirectly, money or anything of value to a Canadian (including, without limitation, municipal, provincial or federal), tribal or foreign governmental official to influence the official in his or her official capacity, induce the official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person. For the purposes of this Section, "anything of value" shall include, but is not be limited to, cash or a cash equivalent (including a "grease", "expediting" or facilitation payment), discounts, gifts, use of materials, facilities or equipment, entertainment, drinks, meals, transportation, lodging, insurance benefits, or promise of future employment. "Governmental Official" shall mean any person holding any level of legislative, administrative, or judicial office of the Canadian, tribal or a foreign government or any of its departments or agencies or divisions; any person acting on behalf of the Canadian, tribal or a foreign government, including a local, provincial or federal agency, enterprise, or organization; any official or agent of a Canadian, tribal or a foreign public administration or publicly funded organization; any political party or official of a Canadian, tribal or a foreign political party; any officer or agent of a public international organization (e.g., World Bank, International Monetary Fund, World Health Organization, United Nations, World Trade Organization); or any relatives or close family/household members of any of those listed above.

21.6 Counterparts

This Agreement may be executed by facsimile or PDF transmission and in one or more counterparts, all of which shall be considered one and the same Agreement.

21.7 Reasonability

Wherever an approval or consent is required to be given hereunder, the consent or approval shall not be unreasonably withheld, delayed or conditioned and any withholding of approval or consent shall be accompanied by reasons therefor.

21.8 Binding Covenant

This Agreement and the rights granted hereunder, including all of the covenants and conditions herein contained, shall extend, be binding upon and enure to the benefit of the Corporation and Kerwood, their respective successors and permitted assigns as the case may be.

1

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21.9 Covenants

Each obligation of the Partiesparties hereto contained in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant. Each covenant in this Agreement is a separate and independent covenant and a breach of covenant by either Partyparty will not relieve the other Partyparty from its obligation to perform each of its covenants; except as otherwise provided herein.

21.10 Severable

The invalidity or unenforceability of any provision of covenant contained in this Agreement shall affect the validity or enforceability of such provision or covenant only and any such invalid provision or covenant shall be deemed to be severable from the balance of this Agreement, which shall be enforced to the greatest extent permitted by law.

21.11 Amendment

No supplement, modification, amendment, or waiver of this Agreement shall be binding unless executed in writing by the Partiesparties.

fRematraler_ofpage deliberately blank]

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IN WITNESS WHEREOF, the Puftiesparties have caused this Agreement to be executed by their duly authorized representatives to be effective as of the Effective Date of this Agreement.

THE CORPORATION OF THE TOWNSHIP OF ADELAIDE METCALFE

Per:

Per:

VWe have the authority to bind the corporation

KERWOOD WIND, INC.

Per:

Name:

Title:

Name+

Mt have the authority to bind the corpurabon

36009-2004 441,14164-4 IA I 4$ OA.

SCHEDULE A

APPROVED ROAD USE PLANS

[See attached]

[NTD: Will show the municipal description and location of Road Allowances (including those Road Allowances which are not subject to winter maintenance) and particulars with respect of the route of Electrical Infrastructure and the location of any alteration of the Road Allowances in relation to the installation of said distribution facilities]

36009-2004 16148164 5

1

36009-2004 16118164.416148164.5

SCHEDULE B

DECOMMISSIONING REPORT TEXT

[See attached]

36009-2004 16118161.116148164 5

2

1

36009-2004 16148164 416148164.5

SCHEDULE C

HAUL ROUTES

[See attached]

1

36009-2004 16148161.116H81645

2

SCHEDULE D

PERMITS AND FEES

[NTD: To be reviewed by Kerwood]

•

• Entrance Permits Not Applicable • kBuilding Permit - Net--A-pp-Iieuble[NTD: Fees to be set out]

36009-2004 44,144164-416148164.5

SCHEDULE E

RIGHTS AND REMEDIES AFFORDED TO SECURED PARTIES

1. The Corporation will from time to time execute and deliver such consents and acknowledgements reasonably requested by the secured party.

2. The Corporation agrees that, upon the secured party giving the Corporation written notice, the secured party will, without any further action being required, have the benefit of the following provisions until such time as the secured party advises the Corporation in writing that its security is no longer in effect (and, if the secured party so requests, the Corporation will (i) acknowledge in writing that the secured party so benefits from these provisions, or (ii) enter into a written agreement with the secured party substantially in accordance with these provisions):

(a) the Corporation will give prompt written notice to the secured party of any breach or default by Kerwood of its obligations under the Agreement in respect of which the Corporation proposes to exercise any of its remedies;

(b) save with respect to those matters set out in the Excluded Sections, the Corporation will give the secured party the right to cure any breach or default by Kerwood under the Agreement, within a period of 90 days commencing on the later of (i) the expiry of the cure period afforded Kerwood under the Agreement, and (ii) the date on which the Corporation gives the secured party notice of such breach or default pursuant to Section 2(a), or such longer period of time as the secured party may reasonably require to cure such breach or default; and no exercise by the Corporation of any of its rights or remedies against Kerwood will be effective against Kerwood or the secured party unless the Corporation has the secured party such notice and opportunity to cure.

(c) the Corporation will, at any time and from time to time, upon not less than twenty (20) business days' prior request by Kerwood or the secured party or proposed the secured party, execute any agreements, certificates or acknowledgements that Kerwood or the secured party may reasonably request with respect to this Agreement; and

(d) all notices to the secured party from the Corporation will be in writing and will be sent by personal delivery, registered mail, email or by fax to the address, email address or facsimile number of the secured party set out in any notice that the secured party delivers to the Corporation.

The provisions of Section 2 will enure to the benefit of the secured party and its successors and assigns, and any rights conferred on the secured party by the terms of this Schedule E or limiting its liability under the Agreement will benefit each receiver or receiver-manager appointed by the secured party or by a court of competent jurisdiction.

3. The Corporation hereby acknowledges that Kerwood may grant security to a trustee or collateral agent acting on behalf of one or more lenders (a "Collateral Agent"), and the Corporation hereby acknowledges and agrees that upon its receipt of notice that such security was granted, the Collateral Agent will be entitled to all of the rights of the secured party set forth in this Schedule E and such notice will constitute notice of the existence of the Collateral Agent as the secured party.

36009-2004 16118161 416148164.5

SCHEDULE F

APPROPRIATE EMERGENCY SERVICE PROVIDERS

[NTD: To be provided by Corporation]

36009 2001 16118161.12007 16284395 1

7: 3 -7.

36009 2004 16118161./2007 16284395 1

SCHEDULE G

TOWNSHIP OF ADELAIDE METCALFE

DRAINAGE SERVICES GUIDELINE

36009-2007 16284.395 1

SCHEDULE H

LETTER FROM CORPORATION RE: APPROVAL OF ENTRANCE WORK

36009-2007 162$4395. 1

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Description #16148164v4<TorysAtWork> - Kerwood - RUA with Adelaide Metcalfe (October 2013)

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