Deliveries. The EnTrust Contributor shall have received, and the Permal Contributor shall have delivered or caused to be delivered or complied with, as applicable, all of the items set forth in Section 3.3 of this Agreement.

Deliveries by the Buyer

Deliveries by the Buyer at the Closing.

At Closing, Seller shall deliver or cause to be delivered to Buyer the following documents (collectively, the “Seller’s Closing Documents”):

. Seller shall have duly executed and delivered to Buyer each of the deliveries set forth in [Section 3.2(b)].

Each of the deliveries required to be made by the Buyer pursuant to Clause 8.2 shall have been so delivered.

Buyer Representation. The Buyer hereby represents and warrants to Seller as set forth below as of the time of Delivery.

Buyer or any of its “Affiliates” (defined below) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 during the Term of this Agreement at the prices agreed to in this Agreement. “Affiliate” with respect to either Buyer or Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (“POs” or “Orders”) by Buyer pursuant to GEE’s Standard Terms of Purchase (the “GEE Purchase Terms”), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the same. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference.

Buyer Indemnity. Buyer shall be responsible for, shall pay on a current basis, and shall indemnify, hold harmless, discharge, release, and defend Seller, all of its Affiliates, successors and assigns, and their respective owners, directors, officers, and other agents from and against an undivided 13.75% of any and all liabilities, arising from, based upon, related to or associated with the Leases to the extent such liabilities are attributable to the Leases purchased and assigned to Buyer subsequent to the Closing Date.

Tax Deliveries. The EnTrust Contributor shall have delivered to the Permal Contributor a properly executed certificate, dated as of the Closing Date, reasonably satisfactory to the Permal Contributor and that complies with Section 1445 of the Code and U.S. Treasury Regulation [section 1.1445-2]2], establishing that the EnTrust Contributor is exempt from withholding any amount under this Agreement pursuant to U.S. Treasury Regulation [section 1.1445-2]2], provided, however, that the Permal Contributor’s only recourse for the EnTrust Contributor’s failure to provide such certificate or any defect in such certificate shall be the ability to withhold tax under this Agreement as required by applicable Law.