Common use of COVENANTS OF TRUSTOR Clause in Contracts

COVENANTS OF TRUSTOR. A. Series A Wind Park Agreements ----------------------------- 2.01 Trustor agrees that: (a) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park Agreements, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement Agreement. If Trustor is in default under Section 8.1.1 or Section 8.1.2 of the Series A Wind Park Easement Agreement or is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement, and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breach, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Agreements for such purposes, consistent with the conditions of Paragraph 5.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breach. (b) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary of an event of default by Trustor pursuant to Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement. (c) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (d) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A Wind Park Agreements, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Agreements shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park Agreements; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (e) So long as this Deed of Trust is in effect, there shall be no merger of the Series A Wind Park Agreements or any one or more of them or any interest or interests therein nor of the estates created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them or such interest or interests therein or such estates may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A Wind Park Agreements or any one or more of them or of such interests or estates by the same person shall not result in a merger of the Series A Wind Park Agreements or any one or more of them or of such interests or estates. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its interest in the Series A Wind Park Agreements, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (e). (f) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park Agreements) by Trustor of its right, title and interest in and to the Series A Wind Park Agreements, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Agreements by Trustor (except as provided in the Series A Wind Park Agreements) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Agreements nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (g) If the Series A Wind Park Agreements or any one or more of them are for any reason whatsoever terminated prior to the expiration of their respective stated terms and, if pursuant to any provision of any one or more of the Series A Wind Park Agreements or otherwise, Beneficiary or its designee shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the particular one or more terminated Series A Wind Park Agreements, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A Wind Park Agreements.

COVENANTS OF TRUSTOR. A. Series A Wind Park Agreements -----------------------------Easement Agreement ---------------------------- 2.01 Trustor agrees that: (a) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park AgreementsEasement Agreement, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement Agreement. If Trustor is in default under Section 8.1.1 9.1.1 or Section 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement, and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breachdefault, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Agreements Easement Agreement for such purposes, consistent with the conditions of Paragraph 5.026.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breachdefault. (b) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary of an event of default by Trustor pursuant to Section 8.1.1 9.1.1 or 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or of any notices which Trustor may receive from Zond under Section 12 of the Wind Park Easement Agreement. (c) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (d) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations obligation with respect to similar obligations contained in the Series A Wind Park AgreementsEasement Agreement, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Agreements Easement Agreement shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park AgreementsEasement Agreement; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 9.1.1 or 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (ed) So long as this Deed of Trust is in effect, there shall be no merger of the Series A Wind Park Agreements or any one or more of them Easement Agreement or any interest or interests therein nor of the estates estate created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them Agreement or such interest or interests therein or such estates estate may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A Wind Park Agreements or any one or more of them Easement Agreement or of such interests interest or estates estate by the same person shall not result in a merger of the Series A Wind Park Agreements or any one or more of them Easement Agreement or of such interests interest or estatesestate. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its interest in the Series A Wind Park AgreementsEasement Agreement, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and be covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (ed). (fe) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park AgreementsEasement Agreement) by Trustor of its right, title and interest in and to the Series A Wind Park AgreementsEasement Agreement, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Agreements Easement Agreement by Trustor (except as provided in the Series A Wind Park AgreementsEasement Agreement) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Agreements Easement Agreement nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (gf) If the Series A Wind Park Agreements or any one or more of them are Easement Agreement is for any reason whatsoever terminated prior to the expiration of their respective its stated terms term and, if pursuant to any provision of the Wind Park Easement Agreement or otherwise, Trustor shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the terminated Wind Park Easement Agreement, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other new easement or right of way and/or other rights so acquired, and such new easement or right of way and/or other rights shall, shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and be covered by this Deed of Trust. (g) If the Wind Park Easement Agreement is for any one or more reason whatsoever terminated prior to the expiration of its stated term and, if pursuant to any provision of the Series A Wind Park Agreements Easement Agreement or otherwise, Beneficiary or its designee shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the particular one or more terminated Series A Wind Park AgreementsEasement Agreement, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order other of any governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A Wind Park AgreementsEasement Agreement.

COVENANTS OF TRUSTOR. A. Series A Wind Park Agreements -----------------------------Easement Agreement ---------------------------- 2.01 Trustor agrees that: (a) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park AgreementsEasement Agreement, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement Agreement. If Trustor is in default under Section 8.1.1 9.1.1 or Section 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement, and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breachdefault, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Agreements Easement Agreement for such purposes, consistent with the conditions of Paragraph 5.026.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breachdefault. (b) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary of an event of default by Trustor pursuant to to Section 8.1.1 9.1. 1. or 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or of any notices which Trustor may receive from Zond under Section 12 of the Wind Park Easement Agreement. (c) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (d) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A Wind Park AgreementsEasement Agreement, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Agreements Easement Agreement shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park AgreementsEasement Agreement; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 9.1.1 or 8.1.2 9.1.2 of the Series A Wind Park Easement Agreement or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (ed) So long as this Deed of Trust is in effect, there shall be no merger of the Series A Wind Park Agreements or any one or more of them Easement Agreement or any interest or interests therein nor of the estates estate created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them Agreement or such interest or interests therein or such estates estate may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A Wind Park Agreements or any one or more of them Easement Agreement or of such interests interest or estates estate by the same person shall not result in a merger of the Series A Wind Park Agreements or any one or more of them Easement Agreement or of such interests interest or estatesestate. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its interest in the Series A Wind Park AgreementsEasement Agreement, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and be covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (ed). (fe) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park AgreementsEasement Agreement) by Trustor of its right, title and interest in and to the Series A Wind Park AgreementsEasement Agreement, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Agreements Easement Agreement by Trustor (except as provided in the Series A Wind Park AgreementsEasement Agreement) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Agreements Easement Agreement nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (gf) If the Series A Wind Park Agreements or any one or more of them are Easement Agreement is for any reason whatsoever terminated prior to the expiration of their respective its stated terms term and, if pursuant to any provision of the Wind Park Easement Agreement or otherwise, Trustor shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the terminated Wind Park Easement Agreement, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other new easement or right of way and/or other rights so acquired, and such new easement or right of way and/or other rights shall, shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and be covered by this Deed of Trust. (g) If the Wind Park Easement Agreement is for any one or more reason whatsoever terminated prior to the expiration of its stated term and, if pursuant to any provision of the Series A Wind Park Agreements Easement Agreement or otherwise, Beneficiary or its designee shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the particular one or more terminated Series A Wind Park AgreementsEasement Agreement, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A Wind Park AgreementsEasement Agreement.

COVENANTS OF TRUSTOR. A. Series A B Wind Park Agreements -----------------------------Agreements 2.01 Trustor agrees that: (a) It shall keep, defend and maintain a 3.96% interest as a tenant-in-common in and to such portion of the Easement Agreements which pertain to the Land as granted and assigned to Trustor pursuant to the Assignment. (b) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park Transmission Easements and Agreements, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement AgreementTransmission Easements and Agreements. If Trustor is in default under Section 8.1.1 or Section 8.1.2 any of the Series A Wind Park Easement Agreement Agreements or is in breach BOOK 6520 PAGE 1639 of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Agreement, Co-Tenancy Agreement and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breach, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Transmission Easements and Agreements for such purposes, consistent with the conditions of Paragraph 5.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breach. (bc) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary any party to the Easement Agreements of an event of default by Trustor pursuant to Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement AgreementAgreements. (cd) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond any party to the Assignment or the Co-Tenancy Agreement that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Co-Tenancy Agreement. (de) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A Wind Park Transmission Easements and Agreements, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Transmission Easements and Agreements shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park Transmission Easements and Agreements; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement Agreements or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Co-Tenancy Agreement. (ef) So long as this Deed of Trust is in effect, there shall be no merger of rights, title or interests created under the Series A Wind Park Easement Agreements or any one or more of them or any interest or interests therein nor of the estates created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them or such interest or interests therein or such estates may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary BOOK 6520 PAGE 1640 agree that the holding of the Series A Wind Park rights, title, and interests created under the Easement Agreements or any one or more of them or of such interests or estates by the same person shall not result in a merger of the Series A Wind Park rights, title and interest created under the Easement Agreements or any one or more of them or of such interests or estates. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its right, title and interest in created under the Series A Wind Park Easement Agreements, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (ef). (fg) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park Easement Agreements) by Trustor of its right, title and interest in and to the Series A Wind Park Easement Agreements, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Easement Agreements by Trustor (except as provided in the Series A Wind Park Easement Agreements) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Easement Agreements nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (gh) If the Series A Wind Park Transmission Easements and Agreements or any one or more of them are for any reason whatsoever terminated prior to the expiration of their respective stated terms and, if pursuant to any provision of any one or more of the Series A Wind Park Transmission Easements and Agreements or otherwise, Beneficiary or its designee shall acquire from the granting party or the party, fee owner or co-tenant, as the case may be, a new easement or right of way and/or other rights or agreements identical or similar to those in the particular one or more terminated Series A Wind Park Transmission Easements and Agreements, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any BOOK 6520 PAGE 1641 governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A Wind Park Transmission Easements and Agreements.

COVENANTS OF TRUSTOR. A. Series A Wind Park Agreements ----------------------------- 2.01 Trustor agrees that: (a) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park Agreements, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement Agreement. If Trustor is in default under Section 8.1.1 or Section 8.1.2 of the Series A Wind Park Easement Agreement or is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement, and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breach, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Agreements for such purposes, consistent with the conditions of Paragraph 5.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breach. (b) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary of an event of default by Trustor pursuant to Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement. (c) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (d) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A Wind Park Agreements, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Agreements shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park Agreements; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement or the Series A PTF Agreement. (e) So long as this Deed of Trust is in effect, there shall be no merger of the Series A Wind Park Agreements or any one or more of them or any interest or interests therein nor of the estates created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them or such interest or interests therein or such estates may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A Wind Park Agreements or any one or more of them or of such interests or estates by the same person shall not result in a merger of the Series A Wind Park Agreements or any one or more of them or of such interests or estates. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its interest in the Series A Wind Park Agreements, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (e). (f) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park Agreements) by Trustor of its right, title and interest in and to the Series A Wind Park Agreements, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Agreements by Trustor (except as provided in the Series A Wind Park Agreements) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Agreements nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (g) If the Series A Wind Park Agreements or any one or more of them are for any reason whatsoever terminated prior to the expiration of their respective stated terms and, if pursuant to any provision of any one or more of the Series A Wind Park Agreements or otherwise, Beneficiary or its designee shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the particular one or more terminated Series A Wind Park Agreements, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A Wind Park Agreements.

COVENANTS OF TRUSTOR. A. Series A B Wind Park Agreements ----------------------------- 2.01 Trustor agrees that: (a) It shall keep and perform each and every material obligation of Trustor in the Series A B Wind Park Agreements, including without limitation the payment of all royalty payments owed by it under the Series A B Wind Park Easement Agreement. If Trustor is in default under Section 8.1.1 or Section 8.1.2 of the Series A B Wind Park Easement Agreement or is in breach of any material obligation of it in the Series A B Access Easement Agreement, the Series A B Grant of Interconnect Easement Agreement or the Series A B PTF Agreement, and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breach, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A B Wind Park Agreements for such purposes, consistent with the conditions of Paragraph 5.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breach. (b) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary of an event of default by Trustor pursuant to Section 8.1.1 or 8.1.2 of the Series A B Wind Park Easement Agreement. (c) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond that Trustor is in breach of any material obligation of it in the Series A B Access Easement Agreement, the Series A B Grant of Interconnect Easement Agreement or the Series A B PTF Agreement. (d) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A B Wind Park Agreements, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A B Wind Park Agreements shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A B Wind Park Agreements; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 or 8.1.2 of the Series A B Wind Park Easement Agreement or to be in breach under the Series A B Access Easement Agreement, the Series A B Grant of Interconnect Easement Agreement or the Series A B PTF Agreement. (e) So long as this Deed of Trust is in effect, there shall be no merger of the Series A B Wind Park Agreements or any one or more of them or any interest or interests therein nor of the estates created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them or such interest or interests therein or such estates may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A B Wind Park Agreements or any one or more of them or of such interests or estates by the same person shall not result in a merger of the Series A B Wind Park Agreements or any one or more of them or of such interests or estates. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its interest in the Series A B Wind Park Agreements, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (e). (f) No surrender (except a surrender upon the expiration of the stated term of the Series A B Wind Park Agreements) by Trustor of its right, title and interest in and to the Series A B Wind Park Agreements, or any portion thereof or of any interest therein, and no termination of the Series A B Wind Park Agreements by Trustor (except as provided in the Series A B Wind Park Agreements) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A B Wind Park Agreements nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (g) If the Series A B Wind Park Agreements or any one or more of them are for any reason whatsoever terminated prior to the expiration of their respective stated terms and, if pursuant to any provision of any one or more of the Series A B Wind Park Agreements or otherwise, Beneficiary or its designee shall acquire from the granting party or the fee owner a new easement or right of way and/or other rights identical or similar to those in the particular one or more terminated Series A B Wind Park Agreements, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over Trustor's right, title and interest in and to the Series A B Wind Park Agreements.

COVENANTS OF TRUSTOR. A. Series A Wind Park Agreements -----------------------------Agreements 2.01 Trustor agrees that: (a) It shall keep, defend and maintain a 3.96% interest as a tenant-in-common in and to such portion of the Easement Agreements which pertain to the Land as granted and assigned to Trustor pursuant to the Assignment. (b) It shall keep and perform each and every material obligation of Trustor in the Series A Wind Park Transmission Easements and Agreements, including without limitation the payment of all royalty payments owed by it under the Series A Wind Park Easement AgreementTransmission Easements and Agreements. If Trustor is in default under Section 8.1.1 or Section 8.1.2 any of the Series A Wind Park Easement Agreement Agreements or is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Agreement, BOOK 6520 PAGE 1603 Co-Tenancy Agreement and such default or breach is not otherwise cured by Trustor, Beneficiary may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default or breach, Beneficiary being authorized to utilize all right, title and interest of Trustor in and to the Series A Wind Park Transmission Easements and Agreements for such purposes, consistent with the conditions of Paragraph 5.02. Trustor, immediately on demand, shall pay to Beneficiary all costs of Beneficiary incurred in curing any such default or breach. (bc) It shall give immediate notice to the then holder of this Deed of Trust (other than Beneficiary) of any receipt by Trustor of any notice from Beneficiary any party to the Easement Agreements of an event of default by Trustor pursuant to Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement AgreementAgreements. (cd) It shall give immediate notice to the then holder of this Deed of Trust of any receipt by Trustor of any notice from Zond any party to the Assignment or the Co-Tenancy Agreement that Trustor is in breach of any material obligation of it in the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Co-Tenancy Agreement. (de) The obligations of Trustor under this Deed of Trust shall be deemed to be in addition to Trustor's obligations with respect to similar obligations contained in the Series A Wind Park Transmission Easements and Agreements, and the inclusion in this Deed of Trust of any obligations relating to similar obligations contained in the Series A Wind Park Transmission Easements and Agreements shall not restrict or limit Trustor's duties to keep and perform promptly all of its obligations under the Series A Wind Park Transmission Easements and Agreements; provided, however, that nothing in this Deed of Trust shall be construed as requiring the taking of or the omitting to take any action by Trustor or Beneficiary which would cause Trustor to be in default under Section 8.1.1 or 8.1.2 of the Series A Wind Park Easement Agreement Agreements or to be in breach under the Series A Access Easement Agreement, the Series A Grant of Interconnect Easement Agreement Assignment or the Series A PTF Co-Tenancy Agreement. (ef) So long as this Deed of Trust is in effect, there shall be no merger of rights, title or interests created under the Series A Wind Park Easement Agreements or any one or more of them or any interest or interests therein nor of the estates created thereby with the fee interest in the Land or the Zond Land by reason of the fact that the Wind Park Easement Agreements or any one or more of them or such interest or interests therein or such estates may be held directly or indirectly by or for the account of any person who shall hold any other dominant estate in the Land or the Zond Land, and Trustor and Beneficiary agree that the holding of the Series A Wind Park rights, title, and interests BOOK 6520 PAGE 1604 created under the Easement Agreements or any one or more of them or of such interests or estates by the same person shall not result in a merger of the Series A Wind Park rights, title and interest created under the Easement Agreements or any one or more of them or of such interests or estates. In the event Trustor acquires an interest in any estate, title or interest in the Land or the Zond Land other than its right, title and interest in created under the Series A Wind Park Easement Agreements, this Deed of Trust shall attach to and cover and be a lien upon such interest in such other estate, title or interest so acquired, and such interest shall, without further assignment, mortgage or conveyance, become and be subject to the lien of and covered by this Deed of Trust. Trustor shall notify Beneficiary of any such acquisition by Trustor and, on written request by Beneficiary, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may, in the opinion of Beneficiary, be required to carry out the intent of this subparagraph (ef). (fg) No surrender (except a surrender upon the expiration of the stated term of the Series A Wind Park Easement Agreements) by Trustor of its right, title and interest in and to the Series A Wind Park Easement Agreements, or any portion thereof or of any interest therein, and no termination of the Series A Wind Park Easement Agreements by Trustor (except as provided in the Series A Wind Park Easement Agreements) shall be valid or effective, and neither Trustor's right, title and interest in and to the Series A Wind Park Easement Agreements nor the terms thereof may be assigned, amended, modified, or subordinated to any mortgage, easement, right of way, or to any other interest, either orally or in writing, without the prior written consent of Beneficiary so long as the lien of this Deed of Trust is in effect. (gh) If the Series A Wind Park Transmission Easements and Agreements or any one or more of them are for any reason whatsoever terminated prior to the expiration of their respective stated terms and, if pursuant to any provision of any one or more of the Series A Wind Park Transmission Easements and Agreements or otherwise, Beneficiary or its designee shall acquire from the granting party or the party, fee owner or co-tenant, as the case may be, a new easement or right of way and/or other rights or agreements identical or similar to those in the particular one or more terminated Series A Wind Park Transmission Easements and Agreements, Trustor shall have no right, title or interest in or to such new estate created thereby. 2.02 Trustor shall not commit any violation of any law, ordinance, rule, regulation or order of any governmental authority having jurisdiction over Trustor's BOOK 6520 PAGE 1605 right, title and interest in and to the Series A Wind Park Transmission Easements and Agreements.