Common use of RECs Clause in Contracts

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all RECs, generated by, or associated with, the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS, the CES and the Clean Peak Standard. (c) At Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and any federal renewable energy standard, in each case to the extent the Facility as built and configured as of the Commercial Operation Date qualifies under such renewable portfolio standard or similar law or program. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording and transfer of all RECs to the extent necessary for Seller to perform its obligations under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services Term; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, by the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all . All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, however, that if the CES Facility ceases to qualify as a RPS Class I Renewable Generation Unit, Seller shall be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Facility under this Agreement meets the requirements for eligibility pursuant to the RPS after that change in Law. At Buyer’s request and the Clean Peak Standard. (c) At at Seller’s ' sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and York, Connecticut and/or one or more additional New England states (in addition to Massachusetts) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the MDPU) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoing. (d) as directed by Buyer. Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) . Prior to the delivery of any Energy hereunderhereunder (including any Energy Delivered during the Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) . The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit B. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit B) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of (or in a GIS account designated by Buyer or its designee as set forth to Seller in this Section 4.7writing). (g) Without limiting In the applicability case of Section 4.7(c), promptly following a request by BuyerNet Metered Facility, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at be responsible for assuring that Buyer’s sole costNEPOOL GIS Account accurately reflects any adjustments for Energy delivered to the Interconnection Point, take such other but utilized for net metering credits in the monthly settlement for the net metering customer(s) (as defined in R.I.G.L. § 39-26.2-2) for that Net Metered Facility. Buyer will use commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for efforts to cooperate with Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g)such adjustments.

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, by the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, however, that if the CES and Facility ceases to qualify as a RPS Class I Renewable Generation Unit solely as a result of a change in Law with respect to the Clean Peak StandardRPS, Seller shall be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Facility under this Agreement meets the requirements for eligibility pursuant to the RPS after that change in Law. (c) At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and York, Connecticut and/or one or more additional New England states (in addition to Massachusetts) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the MDPU) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder , either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) ) (i) Buyer and Seller enter such an irrevocable a Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Regarding the RPS: (i) Except as provided in Sections 4.1(bsubsection (ii) and 4.1(cof this Section 4.7(b), all Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS, and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except as provided in Section 4.7(b)(ii), below; and (ii) If solely as a result of change in Law, Energy provided by Seller to Buyer from the CES Facility under this Agreement no longer meets the requirements for eligibility pursuant to the RPS, such will not constitute an Event of Default under Article 9, provided Seller promptly uses commercially reasonable efforts to ensure that qualification will continue after the change in Law. If, notwithstanding such commercially reasonable efforts and solely as a result of change in Law, the Clean Peak StandardFacility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at the Adjusted Price in accordance with Section 5.1 and (B) any purchases and sales of RECs shall be in accordance with Section 4.1(b). (c) At Seller’s 's sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a class RPS Class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each the New England states of Connecticut, Maine, New Hampshire Hampshire, and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program law. At Buyer’s request and (ii) at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and and/or any federal renewable energy standard, in each case to the extent the renewable energy technology used in the Facility as built and configured as of the Commercial Operation Date qualifies is eligible under such renewable portfolio standard, renewable energy standard or similar law or programlaw, and Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications at all times during the Services Term unless otherwise agreed by Buyer. Seller shall also submit to Buyer, Buyer or as directed by Buyer, Buyer any information required by any state or federal agency with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall use commercially reasonable efforts to register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder (including any Energy Delivered during the Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered hereunder to Buyer in the GIS for the Test Period and the Services Term; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit B. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit B) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of Buyer (or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request GIS account designated by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(gwriting).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all RECs, generated by, or associated with, the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS, the CES and the Clean Peak Standard. (c) At Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and any federal renewable energy standard, in each case to the extent the Facility as built and configured as of the Commercial Operation Date qualifies under such renewable portfolio standard or similar law or program. Seller shall also submit to Buyer, as directed by BuyerXxxxx, any information required by any state or federal agency with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording and transfer of all RECs to the extent necessary for Seller to perform its obligations under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services Term; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by BuyerXxxxx, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Xxxxx. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations achieve the full value of such RECsthe RECs to be purchased by Buyer under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit BA. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit BA) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit BA) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of (or in a GIS account designated by Buyer or its designee as set forth to Seller in this Section 4.7writing). (g) Without limiting In the applicability case of Section 4.7(c), promptly following a request by BuyerNet Metered Facility, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at be responsible for assuring that the Buyer’s sole costNEPOOL GIS Account accurately reflects correctionany adjustments for any energyEnergy delivered to the iInterconnection pPoint, take such other but utilized for net metering credits in the monthly settlement for the net metering customer(s) (as defined in R.I.G.L. § 39-26.2-2) for that Net Metered Facility. Buyer will use commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for efforts to cooperate with Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g)such adjustments.

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, by the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, however, that if the CES and Facility ceases to qualify as a RPS Class I Renewable Generation Unit solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the RPS after that change in Law. (c) At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Connecticut) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation DEEP and/or PURA) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder (including any Energy Delivered during the Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations achieve the full value of such RECsthe RECs to be purchased by Buyer under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit BA. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit BA) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit BA) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of (or in a GIS account designated by Buyer or its designee as set forth to Seller in this Section 4.7writing). (g) Without limiting In the applicability case of Section 4.7(c), promptly following a request by BuyerNet Metered Facility, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at be responsible for assuring that the Buyer’s sole costNEPOOL GIS Account accurately reflects correctionany adjustments for any energyEnergy delivered to the iInterconnection pPoint, take such other but utilized for net metering credits in the monthly settlement for the net metering customer(s) (as defined in R.I.G.L. § 39-26.2-2) for that Net Metered Facility. Buyer will use commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for efforts to cooperate with Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g)such adjustments.

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all . All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Facility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. At Buyer’s request and the Clean Peak Standard. (c) At at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoing. (d) as directed by Buyer. Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) . Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit B. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit B) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of Buyer (or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request GIS account designated by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(gwriting).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all RECs, generated by, or associated with, the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections Section 4.1(b) and 4.1(c), all Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS, the CES and the Clean Peak Energy Standard. (c) At Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a class Class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, Massachusetts, New Hampshire Hampshire, New York and Rhode IslandIsland and any federal renewable energy standard, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program program. Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications at all times during the Services Term unless otherwise agreed by Buyer. It shall not be an Event of Default under this Agreement if, solely as a result of change in Law, Seller fails to maintain or obtain the qualifications required by this Section 4.7(c), provided Seller promptly uses commercially reasonable efforts to ensure that obtaining and (ii) maintaining such qualification will continue after the renewable portfolio standard or similar law of New York and any federal renewable energy standard, change in each case to the extent the Facility as built and configured as of the Commercial Operation Date qualifies under such renewable portfolio standard or similar law or programLaw. Seller shall also submit to Buyer, Buyer or as directed by Buyer, Buyer any information required by any state or federal agency with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard or Seller’s qualification under the foregoing. Notwithstanding the foregoing, nothing in this Section 4.7(c) shall require Seller to Deliver Energy to any location other than a Delivery Point. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording and transfer of all RECs to the extent necessary for Seller to perform its obligations be purchased by Buyer under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services Term; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting Subject to Section 4.7(c), the applicability Parties intend that Seller shall Deliver to Buyer or otherwise cause Buyer to receive the maximum value of any Environmental Attributes. Subject to Section 4.7(c), promptly following a request by Buyer, Seller shall (i) and at Seller’s sole cost, provide such information or Seller shall execute, deliver, register, qualify, file, and take such administrative or ministerial any other action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver such Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance receive and use the maximum value for of such Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit B. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit B) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of (or in a GIS account designated by Buyer or its designee as set forth to Seller in this Section 4.7writing). (g) Without limiting In the applicability case of Section 4.7(c), promptly following a request by BuyerNet Metered Facility, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at be responsible for assuring that the Buyer’s sole costNEPOOL GIS Account accurately reflects correctionany adjustments for any energyEnergy delivered to the iInterconnection pPoint, take such other but utilized for net metering credits in the monthly settlement for the net metering customer(s) (as defined in R.I.G.L. § 39-26.2-2) for that Net Metered Facility. Buyer will use commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for efforts to cooperate with Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g)such adjustments.

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, however, that if the CES and Facility ceases to qualify as a RPS Class I Renewable Resource solely as a result of a change in Law with respect to the Clean Peak StandardRPS, Seller shall be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Facility under this Agreement meets the requirements for eligibility pursuant to the RPS after that change in Law. (c) At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and York, Massachusetts and/or one or more additional New England states (other than Connecticut) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the Department and/or PURA) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder (including any Test Energy Delivered during the Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all RECs, generated by, or associated with, the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS, the CES and the Clean Peak Standard. (c) At Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and any federal renewable energy standard, in each case to the extent the Facility as built and configured as of the Commercial Operation Date qualifies under such renewable portfolio standard or similar law or program. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording and transfer of all RECs to the extent necessary for Seller to perform its obligations under this Agreement. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services Term; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by BuyerXxxxx, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder (including any Energy Delivered during any Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit E. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit E) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit E) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of Buyer (or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request GIS account designated by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(gwriting).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyerthe Facility’s Percentage Entitlement of the Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, with the Facility Facility’s Energy Delivered during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, however, that if the CES and Facility ceases to qualify as a Newly Developed Renewable Energy Resource solely as a result of a change in Law, Seller shall only be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Clean Peak StandardFacility under this Agreement meets the requirements for eligibility pursuant to the Renewable Energy Standard after that change in Law. (c) At Buyer’s request and at Seller’s sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the PUC) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Xxxxx. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creationmetering of Energy, tracking, recording the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of such RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Buyer may, solely at its discretion, offer to provide data from the Meters to the GIS if the PUC authorizes Buyer to do so. Seller may, solely at its discretion, accept such offer, and if Seller selects such offer, Seller shall reimburse Buyer for all costs it incurs in providing such data to the GIS. Buyer shall have no liability or responsibility for any data provided to the GIS under this Section 4.7(e). (f) Prior to the delivery of any Energy hereunder, either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for GIS. In the Services Term; provided, however, that no payment shall event any Certificates associated with the RECs to be due delivered to Seller for any RECs until either (x) the Certificates Buyer under this Agreement are not actually deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing) on the date such Certificates are created in the GIS, Buyer shall notify Seller accordingly in writing and Seller shall, within ten (10) Business Days of receipt of such notice, credit Buyer with the value of the RECs associated with those Certificates, calculated in accordance with Section 2 of Exhibit B. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit B) to the contrary, Buyer shall withhold from any payment due to Seller under Section 5.2 after either (x) the date that is seven (7) months prior to the end of the Services Term or (y) (i) the date on which Buyer and Seller enter such an irrevocable Forward Certificate Transfer has exercised a right to terminate this Agreement prior to the expiration of the Certificates Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be Delivered to Buyer included in the GISthat payment, which Forward Certificate Transfer and such withheld amount shall be denoted paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the ’s GIS account of Buyer (or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request GIS account designated by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(gwriting).

RECs. (a) Seller shall transfer to Buyer all of the right, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including Buyer’s Percentage Entitlement of any and all the RECs, generated by, or associated with, by the Facility during the Services Term in accordance with the terms of this Section 4.7. (b) Except as provided in Sections 4.1(b) and 4.1(c), all All Energy and RECs provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, however, that if the CES and Facility ceases to qualify as a RPS Class I Renewable Generation Unit solely as a result of a change in Law with respect to the Clean Peak StandardRPS, Seller shall be required to use commercially reasonable efforts to ensure that all Energy provided by Seller to Buyer from the Facility under this Agreement meets the requirements for eligibility pursuant to the RPS after that change in Law. (c) At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain and maintain throughout the Services Term seek qualification as a class I generation resource (or comparable designation enabling recognition of Environmental Attributes) under (i) the renewable portfolio standard or similar law of each of Connecticut, Maine, New Hampshire and Rhode Island, in each case to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law or program and (ii) the renewable portfolio standard or similar law of New York and York, Connecticut and/or one or more additional New England states (in addition to Massachusetts) and/or any federal renewable energy standard. Seller shall use commercially reasonable efforts, in each case consistent with Good Utility Practice, to maintain such qualification at all times during the extent the Facility as built and configured as of the Commercial Operation Date qualifies under Services Term, or until Buyer indicates such renewable portfolio standard or similar law or programqualification is no longer necessary. Seller shall also submit to Buyer, as directed by Buyer, any information required by any state or federal agency (including without limitation the MDPU) with regard to administration of its rules regarding Environmental Attributes or its renewable energy standard, clean energy standard or renewable portfolio standard to Buyer or Seller’s qualification under the foregoingas directed by Buyer. (d) Seller shall comply with all GIS Operating Rules, including without limitation such GIS Operating Rules relating to the creation, tracking, recording creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent necessary required for Seller Buyer to perform its obligations under this Agreementachieve the full value of the RECs. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of any other tracking system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost if such registration and compliance is requested in connection with Section 4.7(c) above and shall be at Buyer’s sole cost in other instances. (e) Prior to the delivery of any Energy hereunderhereunder (including any Energy Delivered during the Test Period), either (i) Seller shall cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer or (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) forward transfer of the Certificates to be Delivered hereunder to Buyer in the GIS for the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until either (x) the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing, or (y) (i) Buyer and Seller enter such an irrevocable Forward Certificate Transfer of the Certificates to be Delivered to Buyer in the GIS, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and (ii) the Energy with which such RECs are associated has been Delivered to Buyer. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that the RECs are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7. (g) Without limiting the applicability of Section 4.7(c), promptly following a request by Buyer, Seller shall (i) at Seller’s sole cost, provide such information or take such administrative or ministerial action (including without limitation filing with or reporting to any Governmental Entity or other Person) and (ii) at Buyer’s sole cost, take such other commercially reasonable action, in each case of clauses (i) and (ii), that may be necessary or desirable for Seller to Deliver Environmental Attributes to Buyer or to enable Buyer to use, monetize or otherwise create or enhance value for Environmental Attributes; provided that Seller shall have no obligation to take any action that would have a material adverse effect on Seller’s revenues or assumed risks or the operation or physical configuration of the Facility as determined by Seller in good faith considering the allocation of costs under this Section 4.7(g).