Common use of REC Tracking Systems Clause in Contracts

REC Tracking Systems. The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs from such Designated System to Buyer’s account in PJM EIS GATS or M-RETS. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order may indicate for REC transfers to recur indefinitely. After either (1) the date of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or (2) the occurrence of an extension to the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee of Seller, as transferor of the RECs, shall confirm the amendment to the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated by Seller or its designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

REC Tracking Systems. The Parties will use PJM PJM-EIS GATS or M-RETS as selected by Seller as the tracking system for the Product. The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM PJM-EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System equal to the multiplicative product of (i) the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant and End Use Customers at time of Energization and (ii) the result obtained by dividing the Contract Nameplate Capacity by the Actual Nameplate Capacity,9 and as may be adjusted pursuant to Section 3.6, and any undelivered RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated SystemSystem (or as soon as practicable in the case of a resumption of Delivery obligations under this Agreement following a Suspension Period, if applicable). Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either (1) Seller shall provide written request to Buyer for the date revocation of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to or as soon as practicable in the case of the removal of a Suspension Period), Seller Designated System from this Agreement or a designee suspension of Seller, as transferor of the RECs, Delivery obligations under this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer Xxxxx shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in BuyerXxxxx’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its Seller’s designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM PJM-EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 5.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Buyer’s PJM-EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 3.3(b)(i) above. For avoidance of doubt, the Parties acknowledge the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account prior to the date of Energization. If a REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM-EIS GATS or M-RETS account may be retired by Xxxxx and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; and unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the date of Energization. Energization and Extensions A Designated System must be Energized by the Scheduled Energized Date indicated in Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 3.4(b), the Scheduled Energized Date shall be the date that is eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or twenty-four (24) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project. With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows: with respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be borne by Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller; if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be borne by the Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request; other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting from (A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 3.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to Energize is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 3.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.10 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA. If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 3.4(b) are independent of any other extensions that may be granted pursuant to Section 3.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests. In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer. Upon Energization of a Designated System,11 the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System and indicates which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 6.1. The information in Schedule B to the Product Order will include any updates to relevant parameters established pursuant to Section 3.5 if applicable. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 4.4 below. The initial payment shall be made based on information in Schedule B to the Product Order and in accordance with Section 6.1 and Section 6.2. The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the SFA for inclusion in this Agreement and whether a subscription is deemed a valid Subscription, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that Seller has failed to perform a material covenant or obligation set forth herein that is tied to a Designated System or that a Designated System as built (i) is in material non-conformance with the requirements of the SFA; or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the SFA. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System.

REC Tracking Systems. The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of all RECs from such Designated System (or the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being subscribed by the Anchor Tenant and End Use Customers at time of Energization, and as may be adjusted pursuant to Sections 5(f)(iii)-(iv) of this REC Contract, if the Designated System is a Community Renewable Energy Generation Project, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion) to Buyer’s account in PJM EIS GATS or M-RETS. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either (1) Seller shall provide written request to Buyer for the date revocation of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to a Suspension Period), Seller or a designee of Seller, as transferor soon as practicable in the case of the RECs, removal of a Designated System from this REC Contract) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded.

REC Tracking Systems. The Parties will use PJM PJM-EIS GATS or M-RETS as selected by Seller as the tracking system for the Product. The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM PJM-EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System equal to the multiplicative product of (i) the percent of the Actual Nameplate Capacity being Subscribed by the Anchor Tenant and End Use Customers at time of Energization and (ii) the result obtained by dividing the Contract Nameplate Capacity by the Actual Nameplate Capacity, 4 and as may be adjusted pursuant to Section 2.6, and any undelivered RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either (1) Seller shall provide written request to Buyer for the date revocation of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to a Suspension Period), Seller or a designee of Seller, as transferor soon as practicable in the case of the RECs, removal of a Designated System from this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer Xxxxx shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in BuyerXxxxx’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM PJM-EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 4.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 2.3(b)(i) above. For avoidance of doubt, the Parties acknowledge the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account prior to the date of Energization; if REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM-EIS GATS or M-RETS account may be retired by Buyer and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; and unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the Date of Energization. Energization and Extensions A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project. With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows: With respect to Designated Systems where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be borne by the Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller; if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be borne by the Seller and shall not be passed through to End Use Customers or the Anchor Tenant, and which shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request; other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, good cause includes, but are not limited to, Energization delays resulting from (A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.5 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable) and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA. If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests. In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated on Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer. Upon Energization of a Designated System, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System and indicate which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 3.4 below. The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the SFA for inclusion in this Agreement, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that a Designated System as built (i) is in material non-conformance with requirements of the SFA; or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the SFA. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B if applicable) and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System.

REC Tracking Systems. The Parties will use PJM PJM-EIS GATS or M-RETS as selected by Seller as the tracking system for the Product. The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM PJM-EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System equal to the multiplicative product of (i) the percent of the Actual Nameplate Capacity being Subscribed at time of Energization and (ii) the result obtained by dividing the Contract Nameplate Capacity by the Actual Nameplate Capacity,4 and as may be adjusted pursuant to Section 2.6, and any undelivered RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated SystemSystem (or as soon as practicable in the case of a resumption of Delivery obligations under this Agreement following a Suspension Period, if applicable). Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either As required by Section 1-75(c)(1)(L)(ii) and (1iii) of the date of first REC Delivery from IPA Act, RECs generated by the Designated System pursuant shall not be transferred under this Agreement after the conclusion of the Delivery Term. Seller shall provide written request to a Buyer for the revocation of the Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to or as soon as practicable in the case of the removal of a Suspension Period), Seller Designated System from this Agreement or a designee suspension of Seller, as transferor of the RECs, Delivery obligations under this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer Xxxxx shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in BuyerXxxxx’s PJM-EIS GATS or M-RETS account. Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its Seller’s designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM PJM-EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 4.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 2.3(b)(i) above. For avoidance of doubt, the Parties acknowledge the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM-EIS GATS or M-RETS account prior to the date of Energization. If a REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM-EIS GATS or M-RETS account may be retired by Xxxxx and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; and unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the Date of Energization. Energization and Extensions A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device, or twenty-four (24) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project. With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows: with respect to a Designated System where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller; if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment related to such Designated System from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request; other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. For the avoidance of doubt, examples of good cause include, but are not limited to, Energization delays resulting from (A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date and the cause of such failure to Energize is resulting from (A), (B) or (C) above, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of any extension fees that have been paid pursuant to Section 2.4(b)(i) plus the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA.5 As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA. Notwithstanding the foregoing, if Seller has received any Advance of Capital, Seller shall return such Advance of Capital in accordance with Section 5.6. If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii) and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests. In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A, Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon such occurrence and removal, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated in Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer. Further, if Seller has received any Advance of Capital, Seller shall return such Advance of Capital in accordance with Section 5.6. Upon Energization of a Designated System,6 the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System and indicates which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1. The information in Schedule B to the Product Order will include any updates to relevant parameters established pursuant to Section 2.6(a)(i)(g) if applicable. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 3.4 below. The initial payment shall be made based on information in Schedule B to the Product Order and in accordance with Section 5.1 and Section 5.2. The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the ABP for inclusion in this Agreement and whether a subscription is deemed a valid Subscription, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that Seller has failed to perform a material covenant or obligation set forth herein that is tied to a Designated System or that a Designated System as built (i) is in material non-conformance with the requirements of the ABP or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller fails to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the ABP. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable), Schedule C and Schedule D to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments, including any Advance of Capital, Seller has received from Buyer associated with RECs from such Designated System.

REC Tracking Systems. The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. Product.7 The Parties shall work together to establish a Standing Order Order8 for a Designated System for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM EIS GATS or M-RETS. With respect to a Distributed Renewable Energy Generation Device, the Standing Order shall be for the automatic recurring transfer of all RECs from such Designated System. With respect to a Community Renewable Energy Generation Project, the Standing Order shall be for the percent of RECs from such Designated System corresponding to the percent of the Actual Nameplate Capacity being Subscribed at time of Energization9, and as may be adjusted pursuant to Section 2.6, and any RECs that are not eligible for Delivery under the Standing Order shall be the exclusive property of Seller, to be utilized in Seller’s sole discretion. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated System’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated System. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either (1) Seller shall provide written request to Buyer for the date revocation of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to a Suspension Period), Seller or a designee of Seller, as transferor soon as practicable in the case of the RECs, removal of a Designated System from this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. request.10 Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. account.11 Buyer is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated System, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-EIS GATS or M-RETS as necessary to allow for the issuance and Delivery of at least one (1) REC to meet the requirements set forth in Section 4.1(a) and at least annually prior to the registry cutoff to produce RECs for generation occurring in May as well as all previous months for which generation has not been recorded. RECs may begin to transfer to Xxxxx’s PJM EIS GATS or M-RETS account, as applicable, after Xxxxx accepts the properly submitted Standing Order request pursuant to Section 2.3(b)(i) above. For avoidance of doubt, the Parties acknowledges the following: pursuant to the Standing Order, RECs may begin to transfer to Xxxxx’s PJM EIS GATS or M-RETS account prior to the date of Energization; if REC transfer occurs prior to the date of Energization, all such RECs that are transferred to Buyer’s PJM EIS GATS or M-RETS account may be retired by Xxxxx and shall not be returned to Seller even if the Designated System fails to eventually be approved for Energization; unless the Designated System is Energized, the Delivery Term shall not be deemed to have commenced. Upon Energization, the Delivery Term shall be deemed to have commenced in the month after the first REC transfer has occurred, and as such, the Delivery Term may commence prior to the Date of Energization. Energization and Extensions A Designated System must be Energized by the Scheduled Energized Date indicated on Schedule A to the Product Order that is applicable to such Designated System. Unless extended pursuant to Section 2.4(b), the Scheduled Energized Date shall be the date that is twelve (12) months from the Trade Date of such Product Order if the Designated System is a Distributed Renewable Energy Generation Device,12 or eighteen (18) months from the Trade Date of such Product Order if the Designated System is a Community Renewable Energy Generation Project.13 With respect to a Designated System, provided that an extension request is made in writing by Seller to Buyer and the IPA prior to the prevailing Scheduled Energized Date for such Designated System, but no earlier than the date that is one hundred eighty (180) days prior to the prevailing Scheduled Energized Date for such Designated System, the Scheduled Energized Date of such Designated System may be extended one (1) or more times as follows: With respect to Designated Systems where the Date of Final Interconnection Approval has not occurred at time of the extension request, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of a refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller;14 if such Designated System is a Community Renewable Energy Generation Project, a one-time one hundred eighty (180) day extension to the prevailing Scheduled Energized Date shall be granted by the IPA upon payment of an additional refundable $25/kW extension fee from Seller to Buyer based on the Proposed Nameplate Capacity of such Designated System, which payment shall be refunded by Buyer to Seller concurrent with the first REC payment from Buyer to Seller, provided that (A) the purpose of such extension is to acquire Subscribers and (B) the Date of Final Interconnection Approval has occurred at time of the extension request;15 16 other extensions to the Scheduled Energized Date (or revised Scheduled Energized Date) may be granted on a case by case basis upon a demonstration of good cause by Seller to the satisfaction of the IPA at its sole discretion, which shall be exercised reasonably, if the approval of such extension is communicated in writing by the IPA to Buyer and Seller. 17 For the avoidance of doubt, good cause includes, but are not limited to, Energization delays resulting from (A) documented delays associated with processing of permit requests or addressing regulatory requirements provided such delays are not primarily caused by Seller’s actions, 18 (B) delays in receiving interconnection approval provided that Seller’s interconnection approval request was made to the interconnecting utility within thirty (30) days of such Designated System being electrically complete (ready to start generation), 19 and (C) delays in receiving the interconnecting utility’s estimate of costs to construct the interconnection facilities, and to complete required distribution upgrades, necessary for the interconnection of a Designated System. Multiple extensions may be granted pursuant to this Section 2.4(b)(iii) and each such extension shall be for a period specified by the IPA at its reasonable discretion, which shall be no longer than twelve (12) months at a time, provided that if the delay is resulting from (A) above, then the extension shall be for a period of one hundred eighty (180) days. In the event that extensions to the Scheduled Energized Date have been granted multiple times and the Designated System is not yet Energized by the date that is seven hundred thirty (730) days from the initial Scheduled Energized Date, then Seller may request for the Designated System to be removed from this Agreement and request to receive a refund of the portion of its Performance Assurance in the amount of the Collateral Requirement of such Designated System by providing written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA. As soon as practicable after the receipt of such Seller’s written notice, the IPA shall provide to Buyer and Seller a revised Schedule A (and Schedule B, if applicable) and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. If the request for a refund of a portion of the Performance Assurance in the amount of the Collateral Requirement is granted by the IPA, then the IPA shall include such determination in the notice to Buyer and Seller, and Buyer shall return to Seller its Performance Assurance in the amount of the Collateral Requirement of such Designated System within ten (10) Business Days after such written notice from the IPA. If an extension is granted to the Scheduled Energized Date for a Designated System, the revised Scheduled Energized Date shall be specified in an amended Schedule A to the Product Order applicable to such Designated System issued by the IPA to Buyer and Seller; the IPA shall endeavor on a commercially reasonable basis to issue such amended Schedule A to the Product Order prior to the Scheduled Energized Date that prevailed prior to the amendment, but failure by the IPA to issue such amended Schedule A on a timely basis does not nullify the approval of the Scheduled Energized Date extension. For avoidance of doubt, the extensions set forth in each of subsections (i), (ii), and (iii) of Section 2.4(b) are independent of any other extensions that may be granted pursuant to Section 2.4(b). Further, the Scheduled Energized Date of a Designated System may be extended one (1) or more times, but there shall only be one (1) Scheduled Energized Date that prevails at any point in time and if more than one (1) extension request seeking to extend the same Scheduled Energized Date have been approved, then the revised Scheduled Energized Date shall be the latest of the dates approved under all such extension requests. In the event that: (i) Seller, prior to the prevailing Scheduled Energized Date, has determined that a Designated System will not be constructed and provides a written notice substantially in the form of Schedule D to the Product Order to Buyer and the IPA of such determination or (ii) Seller fails to Energize such Designated System by the prevailing Scheduled Energized Date for such Designated System, the Designated System shall be removed from this Agreement. As soon as practicable after the occurrence of written notice by Seller in (i) or such failure by Seller to Energize the Designated System by the Scheduled Energized Date in (ii), the IPA shall provide to Buyer and Seller a revised Schedule A and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the occurrence of such failure, Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement associated with such Designated System as indicated on Schedule A to the Product Order that is applicable to such Designated System and any extension fees associated with such Designated System that have been paid by Seller to Buyer. Upon Energization of a Designated System, the IPA shall prepare and complete Schedule B to the Product Order for such Designated System, which includes summary information related to such Designated System and indicate which Quarterly Payment Cycle the Designated System is associated with; such Schedule B to the Product Order shall be included with a Quarterly Netting Statement that the IPA issues to Buyer and Seller pursuant to Section 5.1. The Quarterly Payment Cycle associated with the Designated System shall be designated by the IPA in accordance with Section 3.4 below. The IPA is the primary entity responsible for confirming whether each Designated System’s characteristics meet the requirements of the ABP for inclusion in this Agreement, and the Parties acknowledge and agree that the IPA shall have the right to request more information from Seller on a Designated System and conduct on-site inspections and audits to verify the quality of the installation and conformance with information submitted to the IPA. If the IPA determines that a Designated System as built (i) is in material non-conformance with requirements of the ABP or (ii) is materially non-conforming with the information previously submitted by Seller to the IPA about that Designated System as reasonably determined by the IPA, then the IPA shall provide notice of the material deficiency to Seller. Seller shall then have twenty (20) Business Days to cure the material deficiency, with extensions for good cause issued at the discretion of the IPA. If Seller failures to cure the material deficiency or the IPA determines in its reasonable discretion that the Designated System’s material deficiency continues, the IPA shall have the right to remove the Designated System from this Agreement after the twenty (20) Business Day cure period, or alternatively to impose other discipline on Seller under the ABP. If the IPA determines that the Designated System shall be removed from this Agreement, then the IPA shall notify Buyer and Seller of same and provide to Buyer and Seller a revised Schedule A (and Schedule B if applicable) and Schedule C to the Product Order for such Designated System indicating the removal of such Designated System from the Agreement. Upon the issuance of such written notice to Buyer and Seller, the Designated System shall be so removed, and Buyer shall be entitled to payment by Seller in the amount equal to the sum of: (i) the Collateral Requirement estimated at the time of such non-conformance associated with such Designated System and (ii) one hundred percent (100%) of the total payments Seller has received from Buyer associated with RECs from such Designated System. Size Change of Designated Systems. If the Actual Nameplate Capacity of a Designated System upon Energization is different from the Proposed Nameplate Capacity of such Designated System and such Actual Nameplate Capacity is within the greater of: +/-5kW or +/-25% of such Proposed Nameplate Capacity, then the following shall apply: if the size category of the Actual Nameplate Capacity relevant to determining REC prices under the ABP is different from the size category of the Proposed Nameplate Capacity, the Contract Price for purposes of payment shall be lesser of: (A) Proposed Price indicated in Schedule A to the Product Order and (B) the REC price applicable to the Actual Nameplate Capacity under the ABP at the time of Energization of such Designated System, and if such REC price is not available then the last prevailing REC price applicable to the Actual Nameplate Capacity under the ABP. For avoidance of doubt, if the size category of the Actual Nameplate Capacity relevant to determining REC prices under the ABP is the same as the size category of the Proposed Nameplate Capacity, the Contract Price for purposes of payment shall remain unchanged from the Proposed Price indicated in Schedule A to the Product Order applicable to such Designated System. the quantity of RECs used for purposes of payment shall be the Designated System Contract Maximum REC Quantity, which unless amended or adjusted subsequently thereto, shall be equal to the multiplicative product of (a) Contract Nameplate Capacity (in MW), (b) Contract Capacity Factor, (c) 8,760 hours and (d) 15 years, which result shall be rounded down to the nearest whole REC.

REC Tracking Systems. The Parties will use PJM EIS GATS or M-RETS as the tracking system for the Product. The Parties shall abide by the applicable Delivery rules of PJM EIS GATS or M-RETS. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS account. Seller shall Deliver the RECs in an unretired state. The Seller shall Deliver RECs to PJM EIS GATS or M-RETS by initiating transfer to the PJM EIS GATS or M-RETS account of Buyer pursuant to Section 2.3(e) and 4.1(j). The Parties shall work together to establish a Standing Order for a Designated System for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM EIS GATS or M-RETS. The Standing Order shall be for the automatic recurring transfer of all RECs from the Project to Buyer unless the award of this Agreement is only for a portion of the RECs of the Project, in which case subject to compliance with Section 4.1(g), the Standing Order shall reflect Buyer’s pro-rata share of RECs from the Project up to a maximum number of RECs that reflects the Delivery Year Requirement. Seller or a designee of Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of the later of: the Designated SystemProject’s Date of Final Interconnection Approval First Operation or the Trade Date of the Product Order that includes the Designated SystemOrder. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When the Standing Order is initially established, the Standing Order may shall indicate for REC transfers to recur indefinitely. After either (1) Seller shall provide written request to Buyer for the date revocation of first REC Delivery from the Designated System pursuant to a Standing Order has occurred, or no earlier than thirty (230) days prior to the occurrence end of an extension to the Delivery Term expiry of such Designated System (for example due to a Suspension Period), Seller or a designee of Seller, as transferor soon as practicable in the case of the RECs, removal of a Project from this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request, or as soon as practicable thereafter. Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer Xxxxx is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated Systemthe Project, including but not limited to, the Delivery of RECs beyond the Delivery Term of such Designated System the Project if a timely confirmation of a Standing Order amendment is not initiated or timely request for revocation is not submitted by Seller or its designee. Seller shall Deliver Date of First Operation The Date of First Operation of the RECs in an unretired state. The Parties shall abide Project as recorded by the applicable rules of PJM EIS GATS or M-RETSRETS must occur by the day that is three (3) years after the Commission Bid Approval Date unless such occurrence after the day that is three (3) years after the Commission Bid Approval Date is due to Force Majeure. TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Seller Effective Date of this Agreement shall take all actions necessary to ensure creation of RECs and REC Delivery through constitute the irrevocable Standing “Trade Date” indicated in the Product Order. Each Party If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall bear not apply for the costs associated with performing its respective obligations in connection with such tracking systempurposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. Seller This Agreement shall upload meter readings to PJM-EIS GATS or M-RETS at least annually prior apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the registry cutoff terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (i) the date on which Buyer has made payments to produce RECs Seller in the last Delivery Year that cumulatively equal the Maximum Contract Quantity multiplied by the Purchase Price; or (ii) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for generation occurring in May a maximum total period of Delivery of fifteen (15) years (excluding any Suspension Periods during which the Parties’ obligations are suspended as well as all previous months for which generation has not been recorded.provided herein). DELIVERY OBLIGATIONS

REC Tracking Systems. The Parties will use PJM EIS GATS or M-RETS RETS, as selected by Seller, as the tracking system for the Product. The Parties shall work together to establish a an irrevocable Standing Order for a Designated System the Project for the automatic recurring transfer of RECs from such Designated System to BuyerXxxxx’s account in PJM PJM-EIS GATS or M-RETS. Seller or a designee of : Seller, as transferor of the RECs, shall confirm the Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of the later of: the Designated SystemProject’s Date of Final Interconnection Approval or the Trade Date of the Product Order that includes the Designated SystemJune 1, 2022. Buyer, as transferee, shall accept the properly submitted Standing Order request within the PJM PJM-EIS GATS or M-RETS within thirty (30) days of receipt of such properly submitted Standing Order request. When Buyer and Seller shall work together to remove the Standing Order is initially established, within ten (10) Business Days after the last Delivery of RECs has occurred for the Acceptable Vintage Period. Buyer and Seller shall work together to suspend the Standing Order may indicate for REC transfers to recur indefinitely. After either within ten (110) Business Days of the effective date of first REC Delivery from any Suspension Period and to lift such suspension once the Designated System pursuant to a Suspension Period has ended. The Standing Order has occurred, shall be for the automatic recurring transfer of all RECs associated with a Vintage within the Acceptable Vintage Period. Seller shall provide written request to Buyer for the revocation of the Standing Order no earlier than thirty (30) days prior to the end of the Acceptable Vintage Period (or (2) as soon as practicable in the occurrence case of an extension to the Delivery Term expiry (for example due to a Suspension Period), Seller or a designee early termination of Seller, as transferor of the RECs, this Agreement) and Buyer shall confirm the amendment to revoke the Standing Order within thirty (30) days of such occurrence to reflect the expiry date of the Standing Order as the last day of the Delivery Term of such Designated System. Buyer, as transferee, shall accept the Standing Order request within the PJM EIS GATS or M-RETS within thirty (30) days of receipt of such Standing Order amendment request. Unless set forth herein, or as soon as practicable thereafter. Buyer shall retire RECs Delivered from Designated Systems by the month after the receipt of such RECs in Buyer’s PJM-EIS GATS or M-RETS account. Buyer Xxxxx is not responsible for, and is under no obligation to return, any inadvertent transfer of RECs from a Designated SystemRECs, including but not limited to, the Delivery of RECs beyond that is outside of the Delivery Term of such Designated System if a timely confirmation of a Standing Order amendment is not initiated by Seller or its designeeAcceptable Vintage Period. Seller shall Deliver the RECs in an unretired state. The Parties shall abide by the applicable rules of PJM PJM-EIS GATS or M-RETS. The Seller shall take all actions necessary to ensure creation of RECs and REC Delivery through the irrevocable Standing Order. Each Party shall bear the costs associated with performing its respective obligations in connection with such tracking system. Seller shall upload meter readings to PJM-If applicable in PJM EIS GATS and/or M-RETS, Seller represents that the RECs have been designated as “IL RPS eligible” by that registry, prior to transferring the RECs to Buyer’s PJM EIS GATS account or M-RETS at least annually prior account. TERM OF AGREEMENT Incorporation of Product Order The terms of the Transaction are as specified in this Agreement and in the Product Order. Buyer and Seller shall execute a Product Order substantially in the form of Exhibit A to this Agreement to confirm the terms of the Transaction. The Effective Date of this Agreement shall constitute the “Trade Date” indicated in the Product Order. If the Parties have entered into another agreement that governs transactions other than the Transaction set forth in this Agreement, such other agreement shall not apply for the purposes of the Transaction confirmed under this Agreement, and this Agreement shall be treated as separate and stand-alone from all other transactions between the Parties. This Agreement shall apply solely for purposes of the Transaction specified herein and shall not apply for the purposes of any other transactions between the Parties. Term of Agreement Unless earlier terminated pursuant to the registry cutoff terms of this Agreement, the “Term” of this Agreement shall be from the Effective Date until the earlier of (a) the date on which the Maximum Contract Quantity has been Delivered by Seller to produce Buyer and payments for such RECs for generation occurring in May as well as all previous months have been paid by the Party owing payment to the Party for which generation has not been recorded.payment is due; or (b) the last day of the month immediately following the end of the Delivery Term. The Parties acknowledge that the Agreement allows for the Delivery of RECs from an Acceptable Vintage Period of a maximum total period of 241 months (excluding any Suspension Periods during which the Parties’ obligations are suspended as provided herein). DELIVERY OBLIGATIONS