Common use of Appraisal Procedure Clause in Contracts

Appraisal Procedure. When requested by the Administrative Agent (but not more than once per calendar quarter), the Appraiser shall perform a FMV appraisal of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at the time of the Appraisal. The value of the Turbines shall be determined as the lesser of the values produced by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery of the Turbines. In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment. As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE FIRST WIND ACQUISITION IV, LLC Schedule 3

Appraisal Procedure. When requested by the Administrative Agent (but not more than once per calendar quarter), the Appraiser shall perform a FMV appraisal of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at the time of the Appraisal. The value of the Turbines shall be determined as the lesser of the values produced by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery of the Turbines. In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment. As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE FIRST WIND ACQUISITION IV, LLC Schedule 3.

Appraisal Procedure. When an affected employee desires to sell home under the provisions of Section of this Rule, of which this Appendix forms part, the following procedure will In advising the company officer concerned of desire to sell house, the employee shall include pertinent particulars as outlined in sample form attached, including opinion as to the fair market value of house. This fair market price of the house shall be the price determined as of a date sufficiently prior to the date of the change in order that the fair value will be unaffected thereby. Within working days from date of receipt of employee's advice of desire to make a claim, the company officer shall advise the employee concerned whether the suggested fair market value is satisfactory and, if so, such price shall be the fair market value as contemplated by Section of this Rule. If, however, the officer concerned is not satisfied that the price requested by the Administrative Agent (but not more than once per calendar quarter)employee is the fair market value, then an effort shall be made to resolve the Appraiser shall perform a FMV appraisal matter through joint conference of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, officer and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines employee concerned and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since appropriate union representative if so desired by the wind turbine machinery comprising employee; such joint conference to be held within seven days from date of advice to employee concerned as referred to in Clause of this Appendix A- I. If such joint conference does not resolve the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at matter then within five days from the time date of the Appraisalfinal joint conference, arrangements shall be made for an impartial appraisal to be undertaken as soon as possible by an independent real estate appraiser. The fair market price established by such appraiser shall become the fair market value for the purpose of the Turbines this Rule and such price shall be determined as binding on both parties. The employee and company officer concerned shall endeavour to mutually agree upon the lesser independent appraiser referred to in Clause (e). If they are unable to agree, then the Minister of Labour shall be requested to appoint such an independent appraiser. The residence shall not have been listed for sale with any appraiser appointed pursuant to the values produced provisions of this Appendix A-I, nor with such appraiser's employee, fellow employee or partner. The fees and expenses of any appraiser appointed in accordance (e) or (9 shall be paid by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery company. PARTICULARS OF HOUSE TO BE SOLD Name of the TurbinesOwner Address No. In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers Street Type of comparable industry stature (“Comparable Manufacturers”) in assessing equipment House Cottage Bungalow Split Level Year Built: No. of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions Rooms: Bathrooms: Type of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment. As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE FIRST WIND ACQUISITION IV, LLC Schedule 3Construction:

Appraisal Procedure. When requested The term “Appraisal Procedure” shall mean the following described process. In the event Landlord and Tenant fail to agree on a determination of the Market Rental Rate under Section 3.3 of this Lease, or the Fair Market Value or the increase in Fair Market Value under Section 6.5 of this Lease (each of the foregoing being herein called the “Disputed Matter”) within the time period provided for Landlord and Tenant to attempt to agree on the Disputed Matter, then within fifteen (15) days following the close of such period, Landlord and Tenant shall each designate an appraiser which is a member of the Appraisal Institute (or the then current equivalent organization of appraisers) with at least ten (10) years’ experience in the appraisal of commercial office buildings in the Market Street West Corridor of Philadelphia, Pennsylvania, comparable in quality to the Building (herein an “MAI appraiser” or “appraiser”). If there are insufficient transactions in comparable buildings in the Market Street West Corridor of Philadelphia, Pennsylvania to determine the Disputed Matter, then the market survey area shall be expanded to be all of center city Philadelphia, Pennsylvania. Such designation of an appraiser shall be made by each party giving written notice of its choice to the other. In the event that both parties choose the same appraiser, then such appraiser shall unilaterally determine the Disputed Matter. If either party fails to timely designate an appraiser, the appraiser designated by the Administrative Agent other party shall make the determination of the Disputed Matter. Within thirty (but not more than once per calendar quarter)30) days following the selection of the appraiser or appraisers, each of Landlord and Tenant shall be entitled to deliver to the appraiser or appraisers such information as either of them deems relevant to the determination of the Disputed Matter. Within twenty-one (21) days following such thirty (30) day period, the Appraiser appraiser or appraisers shall perform deliver to Landlord and Tenant a FMV appraisal determination of the Turbines. Although Disputed Matter, accompanied by such report or background information as the Appraiser must consider all three approaches appraiser or appraisers deems appropriate; provided however, that if the two appraisers designated by Landlord and Tenant are unable to value agree as to the Disputed Matter, then on or before the last day of such twenty-one (21) day period such appraisers shall deliver notice of their lack of unanimity to Landlord and Tenant, which notice shall also designate a third appraiser satisfactory to both of such appraisers (provided, that if such appraisers cannot agree on a third appraiser, they shall request the Replacement Cost Approach, Sales Comparison Approachhead of the local chapter of MAI appraisers to designate such third appraiser, and Income Capitalization Approachif the head of the local chapter fails to designate the third appraiser within thirty (30) days after request, either party may apply to a court of competent jurisdiction to designate such third appraiser). In such event, the two original appraisers plus the third appraiser so designated shall review all information previously delivered or deemed relevant by them with respect to the determination of the Disputed Matter and shall, within fourteen (14) days following the designation of the third appraiser deliver to Landlord and Tenant their determination of the Disputed Matter, accompanied by such report or background information as required and defined under USPAPthe panel of appraisers deems appropriate; provided, it is mutually acknowledged however, that in the event that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since the wind turbine machinery comprising the Turbines consists entirely members of uninstalled machinery and equipment that such panel cannot unanimously agree on the Disputed Matter, the Disputed Matter shall be considered part of a “going concern” at the time average of the Appraisal. The value respective determinations of the Turbines shall be determined as the lesser members of the values produced by panel, excluding from such computation, however, any determination which differs from the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery average of the Turbinestwo determinations which are the closest to each other by ten percent or more. In performing Each party shall bear the Replacement Cost Approach, cost and expense of the Appraiser shall consider only turbines from manufacturers of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverageappraiser designated by it, and the performance characteristics cost and expense of the Equipment. As part third appraiser, if any (or of the Reconciliation of Value Indicationssingle appraiser if the parties select only one appraiser as described above), the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed shared equally by the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE FIRST WIND ACQUISITION IV, LLC Schedule 3parties.

Appraisal Procedure. When when an affected employee desires to sell home under the provisions of Section of this Rule, of which this Appendix forms part, the following procedure will apply: In advising the officer concerned of desire to sell house, the employee shall include pertinent particulars as outlined in sample form attached, including opinion as to the fair market value of This fair market price of the house shall be the price determined as of a date sufficiently prior to the date of the change in order that the fair value will be unaffected thereby. Within working days from date of receipt of employee's advice of desire to make a claim, the company officer shall advise the employee concerned whether the suggested fair market value is satisfactory and, if so, such price shall be the fair market value as contemplated by Section of this Rule. If, however, the officer concerned is not satisfied that the price requested by the Administrative Agent (but not more than once per calendar quarter)employee the fair market value, then an effort shall be made to resolve the Appraiser shall perform a FMV appraisal matter through joint conference of the Turbines. Although the Appraiser must consider all three approaches to value (the Replacement Cost Approach, Sales Comparison Approach, officer and Income Capitalization Approach), as required and defined under USPAP, it is mutually acknowledged that the Income Capitalization Approach is not appropriate in this circumstance because the Turbines employee concerned and the Corresponding Project Companies at no time constitute a cash flow-generating entity and since appropriate union representative if so desired by the wind turbine machinery comprising employee; such joint conference to be held within seven days from date of advice to employee concerned as referred to in Clause of this Appendix If such joint conference does not resolve the Turbines consists entirely of uninstalled machinery and equipment that cannot be considered part of a “going concern” at matter then within five days from the time date of the Appraisalfinal joint conference, arrangements shall be made for an impartial appraisal to be undertaken as soon as possible by an independent real estate appraiser. The fair market price established by such appraiser shall become the fair market value for the purpose of the Turbines this Rule and such price shall be determined as binding on both parties. The employee and company officer concerned shall endeavour to mutually agree upon the lesser independent appraiser referred to in Clause (e). If they are unable to agree, then the Minister of Labour shall be requested to appoint such an independent appraiser. The residence shall not have been listed for sale with any appraiser appointed pursuant to the values produced provisions of this Appendix nor with such appraiser's employee, fellow or partner. The fees and expenses of any appraiser appointed 'in accordance with Clause or shall be paid by the Replacement Cost Approach and the Sales Comparison Approach, assuming, in both Approaches, payment in full and delivery company PARTICULARS OF HOUSE TO BE Name of the TurbinesOwner Address NO Street C i t y Town Type of House Cottage Level Year Built: NO. In performing the Replacement Cost Approach, the Appraiser shall consider only turbines from manufacturers Of Bathrooms: Type of comparable industry stature (“Comparable Manufacturers”) in assessing equipment of equivalent functional utility, with due consideration to capacity and future operational costs. In performing the Sales Comparison Approach, the Appraiser shall only consider equipment from Comparable Manufacturers. If, in the Appraiser’s judgment, insufficient data exist regarding recent transactions of equipment from Comparable Manufacturers, the Appraiser shall, in a manner consistent with formal appraisal procedure, adjust the sales comparison indicator of value to reflect differences between the transacted values of equipment from Comparable Manufacturers and transacted values of equipment from other manufacturers. The determination of Comparable Manufacturers shall be based on industry market share and installed base, degree and creditworthiness of warranty coverage, and the performance characteristics of the Equipment. As part of the Reconciliation of Value Indications, the Appraiser shall report the Value of the Equipment as a single dollar value. Although a range of values may be referenced in the appraisal report, only the single dollar value reported as the Equipment’s Value shall be deemed the conclusion of the Appraisal. The single dollar value should represent the value of the most probable price within the range of values. SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE FIRST WIND ACQUISITION IV, LLC Schedule 3Construction: