Canadian gmperiai Bank of Commerce

MCC New York Branch,

300 Madison Avenue, 5th Floor
New York, NY 10017
Tel:
Fax: 1-905-948-1934
SWIFT:

LrrrevocabOs
Standby Letter of CredH:
SBGN130554

Beneficiary: Appiicant:
Town of Villenova Northland Power Inc. obo Ball Hill
1088 Butcher Rd Wind Energy, LLC
South Dayton, NY 14138 United States 30 St. Clair Ave West, 12th Floor
Toronto, ON M4V 3A1 Canada

Date of Dssue: Date and Place of Expiry:

April 26, 2021 April 25, 2022 New York

Amount:
USD 3,256,580.00 Three Million Two Hundred Fifty Six Thousand
Five Hundred Eighty United States Dollars

Attention: Town Supervisor

At the request of Northland Power Inc on behalf of Ball Hill Wind Energy LLC, 30 St. Clair Avenue West, 12th Floo
Toronto, Ontario M4V 3A1 the "Applicant"). Canadian Imperial Bank of Commerce, Trade Finance Centre. 300
Madison Avenue, 5th Floor, New York, N. Y. 10017 (the "Issuing Bank") hereby ssues this Irrevocable Standby
Letter of Credit ("Letter of Crede), payabe on demand. in your favour on receipt of the followng:

1. Your sight draft on us; and

2. A statement purportedly signed by a duly authczad officer of Beneficiary stating that: "We, the
undersigned Town of Villenova, hereby demand payment of the sum of USD United
States Dollars) under Canadian Imperial Bank of Commerce Standby Letter of Credit No. SBGN130554
and certify that the amount demanded is due and owing to us by Bali Hill Wind Energy, LLC„ in
connection with Host Community Agreement dated Decc--;mber 14, 2016 between Town of Villenova and
Bali Hill Wind Energy, LLC, Re: Decommissioning Report „"

SBGN130554 Page 1 of 3
 Canadean ]mps.rra sank of Con=erce
ICIBC

Drawings presented by facsimile to facsimile number 1-905-948-1934 are acceptable; provided he,...'ever that a
fax drawing will not be effectively presented until you confirm by telephone our receipt of such fax drawing by
calling us at telephone number 1-416-542-43/1A or 1-416-542-4354 and that such fax presentation is received
on or before the expiry date on this instrument in acco.--..!ance with the terms and conditions of this Letter of
Credit, it being understood that any such fax presentation shall be considered the sole operative instrument of
drawing. In the event of presentation by fax, the original documents should not be presented.

It is a further condition that this Letter of Credit shall be reduced automatically by the amount of each drawing
thereunder and/or by amer*nent authorized by the Beneficiary from time to time by their dated and signed
written notice to us.

This Letter of Credit is not transfe--ble. Multiple and partial drawings are allowed.

It is a condition of this Letter of Credit that it shall be deemed to be automatically extended without amendment for
one year period from the present or any future expiration date hereof, unless at least sixty (60) days prior to any
such expiration date, Bank notifies you in writing by registered mail or courier that Issuing Bank elects not
to consider this Letter of Credit renewed for such further period.

Notwithstanding the expiration date and condition above, this standby letter of credit shall be cancelled on the
earlier of:
(i) the Amount of this Letter of Credit is reduced to zero
(ii) as of • Bank's close of business on December 31, 2052, the "Final expiry date, or
(iii) upon - Bank's receipt of the original Letter of Credit and your dated and signed letter referencing this
Letter of Credit number and authorizing cancellation of same. Such cancellation shall be effective on the date Issu
Bar< receives the documents noted herein.

Drafts must be drawn and presented at our oftio,e at Canadian Imperial Bank of Commerce, Trade Finance
Centre, 300 Madison Avenue, 5th Floor. New York, N. Y. 10017 not later than Final Expiry Date.

Any draft drawn hereunder must be endorser' and marked: "Drawn under Canadian Imperial Bank of
Commerce, Trade Finance Centre, 300 Madison Avenue, 5th Floor, New York, N. Y. 10017 17rovocable
Standby Letter of Credit Na.SBGN1305554" and indicate the date drawn.

Payments hereunder shall be made by us to you by wire transfer in the amount and currency of such drawing
in accordance with your drawing certfication.

All bank charges including but not by way of limitations, fees or commissions, shall be for Applicant's account.

The Beneficiary may from time to time advise Issuing Bank of the Reneficiary's address by letter to Issuing Bank
at Issuing Bank's address stated above, dated and signed by the Beneficiary and quoting this Letter of Credit
number. Any notice by Issuing Bank to the Beneficiary regarding this Letter of Credit shall be adequately giver if
sent by registered mail or courier to the last address so advised, or if no address has been so advised, then to
the address of the Beneficiary as stated above.

SBGN130554 Page 2 of 3

ej
 Canadian Imperial Bank of Commerce
CIBC

Except as otherwise expressly stated herein, this Letter of Credit is subject to the International Standby Practices
1998 (International Chamber of Commerce Publication No. 590).

For Canadian Imperial Bank of Commerce,

Regards, New York Branch

Authorised Signat e(
Christie Thavaratnam —
J gdish Mulki Assistant General Manaaer

SBGN130554 Page 3 of 3