Bevel-helical speed reducers B4 or gear units without a backstop see page Ba B4-FH-21-D

Flender/Flender Gear Units/Bevel-helical speed reducers B4

with) Bank Financial Strength rating from Moodys, then such rating shall not be less than +, and su ch counterparty or its gua rantor shall not be on negative ratings watch by Moodys to be downgraded below such rating; and (iii) if such counterparty or its guarantor ha an Insurance Financial Strengt rating from Moodys, then such rating shall not be less than Aa2, or () that is acceptable to Se llers lenders that has (or whose guarantor has) credit rating from & of not lower than and from Moodys of not 4 LA\1.2 lower than A2 or () that is, or is guaranteed by, Goldman Sachs or Lehman Brothers. Buyer warrants and covenants that with respect to its contractual oblig ations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from () suit, () jurisdic tion or court (including court located outside the jurisdiction of its organization), ( ) relief by way of injunction, order for specific performance or recovery of property, () attachment of assets, or () execution or enforcement of any judgment. Notwithsta nding the foregoing, Buyer may not novate its obligations under this Agreement if such novation would cause the notes issued or other funded indebtedness incurred by Seller or any of its Aff iliates to finance or re finance the acquisition of the Facility to be rated less than Investment Grade with stable outlook by Fitch Ratings by reaffirmation or otherwise. [Signature page follows] IN WITNESS WHEREOF, the duly authorized representatives of the Parties each have executed this Agreement, effective as of the date first above written. BICE as SellerALBURG LLC, Name: Paul Prager Title: President THE CITY OF VERNON, as Buyer By: Name: Eric . Fresch Title: City Administrator [Signature Page to Power Purchase Tolling Agreement - Bicent (California) Malburg LLC] LA\1.2 APPENDIX OPERATING LIMITS Start-ups : Maximum: Each