Common use of GENERAL DESCRIPTION AND LIMITATIONS Clause in Contracts

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes recognizes, however, that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. Notwithstanding any provision of this ESA to the contrary, if a new Rate Class is added to the Program, to the extent such Rate Class does not include consumers currently served under the Program, the Aggregator shall be permitted to enter into a separate agreement to provide power supply and other services to such Rate Class either with (i) Competitive Supplier or (ii) an alternate supplier under its own load asset. The Aggregator authorizes the Competitive Supplier on behalf of the Municipality and any Participating Consumers to take any and all actions as the Competitive Supplier determines may be necessary to permit switching and enrollment in accordance with this ESA, Department regulations, and the Competitive Supplier’s and the Local Distributor’s rules and terms hereof. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Aggregator shall specifically authorize the Local Distributor to provide, and Competitive Supplier shall have the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Consumer Data as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data , and which is necessary for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing dataperform its obligations under this ESA. If requested by Competitive Supplier, the Town Aggregator agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating ConsumersConsumer Data, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-All- Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or the Aggregator.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. The Town authorizes the Competitive Supplier on behalf of the Town and any Participating Consumers to take any and all actions as the Competitive Supplier determines may be necessary to permit switching and enrollment in accordance with Department regulations, the Competitive Supplier’s and the Local Distributor’s rules and terms hereof. The Town further authorizes the Competitive Supplier to remove any Participating Consumer from the Program if, in the Competitive Supplier’s sole discretion, such Participating Consumer breaches the terms of this ESA including without limitation any terms or conditions of Exhibit A. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier shall have the right to obtain and utilize as required, all billing billing, energy and energy other consumption information for Participating Consumers as is reasonably available from the Local DistributorDistributor or which is necessary for the Competitive Supplier to perform its obligations under this ESA. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor or the Competitive Supplier to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or the Town.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-opt out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall Municipality specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier The Parties further recognizes recognize that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or by any Participating Consumer.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town City shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall Municipality specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDIEDI or other adopted standards such as a secure file transfer protocol. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. Competitive Supplier shall not be responsible for a delayed or unsuccessful enrollment of a Participating Consumer, or de-enrollment, that is a direct result of the Municipality, Program Manager, or Distribution Utility’s negligent act or omission or breach of this ESA.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply AllFirm Full-Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier is hereby granted the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. Notwithstanding any provision of this ESA to the contrary, if a new Rate Class is added to the Program, to the extent such Rate Class does not include consumers currently served under the Program, the Aggregator shall be permitted to enter into a separate agreement to provide power supply and other services to such Rate Class either with (i) Competitive Supplier or (ii) an alternate supplier under its own load asset. The Aggregator authorizes the Competitive Supplier on behalf of the Municipality and any Participating Consumers to take any and all actions as the Competitive Supplier determines may be necessary to permit switching and enrollment in accordance with this ESA, Department regulations, and the Competitive Supplier’s and the Local Distributor’s rules and terms hereof. In accordance with Article 3 below, all each Eligible Consumers Consumer shall be automatically enrolled in the Program unless they choose the consumer exercises its right to opt-out. In the event the geographic boundaries out of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESAProgram. The Town Aggregator shall specifically authorize the Local Distributor to provide, and Competitive Supplier shall have the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Consumer Data as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data , and which is necessary for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing dataperform its obligations under this ESA. If requested by Competitive Supplier, the Town Aggregator agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating ConsumersConsumer Data, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-All- Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or the Aggregator.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-be the default provider of Firm Full- Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Administrator, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Utility Supply Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article ARTICLE 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall Municipality specifically authorize authorizes the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDIEDI or via other adopted standards such as secure ftp. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Administrator, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program as stated in the City’s Aggregation Plan and this ESAAgreement. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, on or return to, to Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event that the geographic boundaries of the Town Cambridge change during the term of this ESAAgreement, Competitive Supplier shall only be obligated to supply All- All-Requirements Service to those Participating Consumers located within the Town Cambridge as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local Distributor, LDC and any arrangements which may be necessary with the ISO-NE so to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement, subject to, inter alia, the limitations set forth in this Agreement, including but not limited to the confidentiality provision in Article 17, below. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting . Such assistance shall be limited to the execution of letters or documents prepared by Competitive Supplier in obtaining permission from such Eligible Consumers and/or expressing support for the Department, where necessary as a prerequisite to the provision acquisition of such informationdata. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply AllFirm Full-Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-be the default provider of Firm Full- Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Administrator, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Utility Supply Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article ARTICLE 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDIEDI or via other adopted standards such as secure ftp. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Administrator, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so ISO- NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDIEDI or via other adopted standards such as secure ftp. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. The Town authorizes the Competitive Supplier on behalf of the Town and any Participating Consumers to take any and all actions the Competitive Supplier deems necessary to permit switching and enrollment in accordance with Department regulations, the Competitive Supplier's and the Local Distributor's rules and terms hereof. The Town further authorizes the Competitive Supplier to remove any Participating Consumer from the Program if, according to the Competitive Supplier's sole discretion, such Participating Consumer breaches the terms of this ESA including, without limitation, any terms or conditions of Exhibit A. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESAAgreement, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so ISO- NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so ISO- NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-All- Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt- out of the Program and remain on, or return to, Basic Standard OfferLast Resort Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the Municipality takes any action to materially change its geographic boundaries of the Town change boundaries, during the term of this ESA, the Municipality shall provide notice of the proposed change to Competitive Supplier shall only be obligated with reasonable detail, including potential timing and potential impact to supply All- Requirements Service the Program load, as soon as reasonably possible, but at least six (6) months prior to those Participating Consumers located within the Town as anticipated date of such boundaries existed on the Effective Date of this ESAchange. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentDepartmentCommission, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distributor; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Initial Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town City shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-be the default provider of Firm Full- Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Administrator, and the Local Distributor Distribution Utility will continue to continueto have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Utility Supply Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article ARTICLE 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall Municipality specifically authorize authorizes the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDIEDI or via other adopted standards such as secure ftp. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Administrator, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. The City authorizes the Competitive Supplier on behalf of the City and any Participating Consumers to take any and all actions as the Competitive Supplier determines may be necessary to permit switching and enrollment in accordance with Department regulations, the Competitive Supplier’s and the Local Distributor’s rules and terms hereof. The City further authorizes the Competitive Supplier to remove any Participating Consumer from the Program if, in the Competitive Supplier’s sole discretion, such Participating Consumer breaches the terms of this ESA including without limitation any terms or conditions of Exhibit A. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town City shall specifically authorize the Local Distributor to provide, and Competitive Supplier shall have the right to obtain and utilize as required, all billing billing, energy and energy other consumption information for Participating Consumers as is reasonably available from the Local DistributorDistributor or which is necessary for the Competitive Supplier to perform its obligations under this ESA. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor or the Competitive Supplier to authorize Competitive Supplier to receive such consumption and billing data, the Town City agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or the City.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-All- Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt- out of the Program and remain on, or return to, Basic Standard Offer Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distributor; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. NO THIRD PARTY BENEFICIARIES Except as specifically provided in Section 18.11, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the CCA Orders and Local DistributorLaw for Eligible Customers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Manager in support of the Municipality, has the right, but not the obligation, to advocate on behalf of the Eligible Customers interested in contracting for electric supply and on behalf of all Participating Customers, unless otherwise prevented by law. COMPLIANCE WITH LAWS The Municipality represents that the Local Law has been duly adopted. Competitive Supplier specifically represents that it has exercised due diligence to review and has fully complied with all relevant regulations, requirements, and orders of the FERC, NYISO, and PSC. CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier fulfilling the following requirements: maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); execute any appropriate NYISO applications and agreements; obtain authorization from the FERC to sell power at market-based rates; complete EDI testing with Distribution Utility; provide all other documentation required by the Distribution Utility; and satisfying all insurance requirements set forth in Article 16 or elsewhere in this ESA. If Competitive Supplier has not fulfilled all such requirements fourteen days prior to the Nominal Start Date, then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDIEDI or other adopted standards such as a secure file transfer protocol. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. Competitive Supplier shall not be responsible for a delayed or unsuccessful enrollment of a Participating Customer, or de-enrollment, that is a direct result of the Municipality, Program Manager, or Distribution Utility’s negligent act or omission or breach of this ESA.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-All- Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt- out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier and its affiliates shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distributor; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers Customers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersCustomers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers Customers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Opt-out Eligible Consumers Customers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers Customers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers Customers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Customers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers Customers from the Local Distributor Distribution Utility via EDIEDI or other adopted standards such as a secure file transfer protocol. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating ConsumersCustomers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers Participating Customers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. Competitive Supplier shall not be responsible for a delayed or unsuccessful enrollment of a Participating Consumer, or de-enrollment, that is a direct result of the Municipality, Program Manager, or Distribution Utility’s negligent act or omission or breach of this ESA. NO THIRD-PARTY BENEFICIARIES Except as specifically provided in Section 18.11, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the CCA Orders and Local DistributorLaw for Eligible Customers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Manager in support of the Municipality, has the right, but not the obligation, to advocate on behalf of the Eligible Customers interested in contracting for electric supply and on behalf of all Participating Customers, unless otherwise prevented by law. COMPLIANCE WITH LAWS The Municipality represents that the Local Law has been duly adopted. Competitive Supplier specifically represents that it has exercised due diligence to review and has fully complied with all relevant regulations, requirements, and orders of the FERC, NYISO, and PSC. CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier fulfilling the following requirements: maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); execute any appropriate NYISO applications and agreements; obtain authorization from the FERC to sell power at market-based rates; complete EDI testing with Distribution Utility; provide all other documentation required by the Distribution Utility; and satisfying all insurance requirements set forth in Article 16 or elsewhere in this ESA. If Competitive Supplier has not fulfilled all such requirements fourteen days prior to the Nominal Start Date, then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide Allbe the default provider of Firm Full-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Firm Full- Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. Commented [A8]: This is what happens now, but it doesn’t seem to be anywhere in the contract that I see. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-be the default provider of Firm Full- Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply AllFirm Full-Requirements Power Supply only to Participating ConsumersConsumers enrolled in the plan or plans managed by the Program Manager, and the Local Distributor Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-outout or have previously opted out of the Program. In the event the geographic boundaries of the Town Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Firm Full-Requirements Service to those Participating Consumers located within the Town Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local DistributorDistribution Utility, and any arrangements which may be necessary with the ISO-NE NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorDistribution Utility. The Distribution Utility Fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor Distribution Utility via EDI. If further action is required by the Local Distributor Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Town Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentPSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of AllFirm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Default Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. The Aggregator authorizes the Competitive Supplier on behalf of the Municipality and any Participating Consumers to take any and all actions as the Competitive Supplier determines may be necessary to permit switching and enrollment in accordance with this ESA, Commission regulations, and the Competitive Supplier’s and the Local Distributor’s rules and terms hereof. In accordance with Article 3 below, all Eligible Consumers who are receiving Default Service from the Local Distributor and who are first provided notice pursuant to Article 3.3 shall be automatically enrolled in the Program unless they choose the consumer exercises its right to opt-out. In the event the geographic boundaries out of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESAProgram. The Town Aggregator shall specifically authorize the Local Distributor to provide, and Competitive Supplier shall have the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers Consumer Data as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data , and which is necessary for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing dataperform its obligations under this ESA. If requested by Competitive Supplier, the Town Aggregator agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating ConsumersConsumer Data, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the DepartmentCommission, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-All- Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local DistributorDistributor or the Aggregator.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In Tn accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In Tn the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISOTSO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDIEDT. If Tf further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESAAgreement. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local Distributor, LDC and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall Municipality specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-All- Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt- out of the Program and remain on, or return to, Basic Last Resort Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the Municipality takes any action to materially change its geographic boundaries of the Town change boundaries, during the term of this ESA, the Municipality shall provide notice of the proposed change to Competitive Supplier shall only be obligated with reasonable detail, including potential timing and potential impact to supply All- Requirements Service the Program load, as soon as reasonably possible, but at least six (6) months prior to those Participating Consumers located within the Town as anticipated date of such boundaries existed on the Effective Date of this ESAchange. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier’s 's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Participating Consumers and/or the DepartmentCommission, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distributor; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Local Distributor or Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. The Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, the Competitive Supplier shall be authorized to supply All-All- Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-opt- out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. The Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which that may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town Municipality shall specifically authorize the Local Distributor to provide, and the Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. The Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize the Competitive Supplier to receive such consumption and billing data, the Town Municipality agrees to use Commercially Reasonable efforts, at the Competitive Supplier’s 's cost, to assist the Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting the Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. The Competitive Supplier shall not be responsible for any errors that the 6 of 40 ECOMNEMASUDBURYESA051920 CID_00281530 Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Local Distributor; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so ISO- NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubtAgreement., Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESAAgreement, Competitive Supplier supplier shall only be obligated to supply All- All-Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC.

GENERAL DESCRIPTION AND LIMITATIONS. Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESAAgreement. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor LDC will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes and agrees that this ESA Agreement does not guarantee that any individual Eligible Consumer Consumer, any particular number or percentage of Eligible Consumers, or amount of kWhs will be served by the Competitive Supplier. In accordance with Article 3 5 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town City change during the term of this ESAAgreement, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town City as such boundaries existed on the Effective Date of this ESADate. As between the Parties, the The Competitive Supplier has the sole obligation of making to make and maintain all necessary and appropriate arrangements arrangements, including, without limitation, with the Local DistributorLDC, and any arrangements which may be necessary with the ISO-NE so ISO- NE, to ensure that Participating Consumers receive receive, at the Point of Sale, the electricity supplies to be delivered supplied by the Competitive Supplier pursuant to this ESAAgreement. The Town shall To the extent allowed by law, the City specifically authorize authorizes the Local Distributor LDC to provide, and provide to Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local DistributorLDC, which Competitive Supplier may receive and use solely in fulfillment of its obligations under this Agreement. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor LDC via EDI. If further action is required by the Local Distributor LDC to authorize Competitive Supplier to receive such consumption and billing data, upon request of Competitive Supplier, the Town City agrees to use Commercially Reasonable reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, Supplier in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be Neither Party is responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply supply to the extent such errors are caused by unknown errors or omissions contained in the information provided to it by the Local DistributorLDC, however, upon its discovery, the Competitive Supplier shall promptly correct such errors.