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 Facility’s Environmental Attributes, including 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 subsection (ii) of this Section 4.7(b), all Energy 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 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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 the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 the 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all Energy 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 (c9.1(c) of this Agreement except as provided in Section 4.7(b)(ii), below; and (ii) If It shall not be an Event of Default under Article 9 if, solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 Facility 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 Price for such Energy 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 RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, Massachusetts, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar lawlaw (the “Additional RECs”), 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. 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, with respect to the Additional RECs only, obtain, the qualifications required by this Section 4.7(c), provided Seller promptly uses commercially reasonable efforts to ensure that obtaining and maintaining such qualification will continue after the change in Law. Seller shall also submit to Buyer or 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 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 at the Delivery Point. (d) Seller shall comply with all GIS Operating Rules, including without limitation such Rules relating to the creation creation, tracking, recording and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsAgreement. 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 hereunder (including any Energy Delivered during the Test Period)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 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.

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 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 subsection (ii) of this Section 4.7(b), all Energy 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 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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 the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 the RECs, generated by, or associated with, the Facility RECs during the Services Term in accordance with the terms of this Section 4.7. The amount of RECs transferred from Seller to Buyer under this Agreement for any hour (or shorter period to the extent that ISO-NE schedules Energy deliveries over a shorter period) will be the equivalent of the lesser of the Buyer’s Percentage Entitlement of the Metered Output or Buyer’s Percentage Entitlement of the Scheduled Energy during that hour (or such shorter period). (b) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all Scheduled Energy 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 (c9.1(c) of this Agreement except as provided in Section 4.7(b)(ii), ) below; and (ii) If solely as a result of a change in Law, Scheduled Energy provided by Seller to Buyer from the 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 Facility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Scheduled Energy under this Agreement at the Adjusted Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of New York and the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in in, and other characteristics of (including location, transmission, environmental effects and operating characteristics), the Facility is are and remain eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in in, and other characteristics of (including location, transmission, environmental effects and operating characteristics), the Facility is are and remain eligible under such renewable portfolio standard, renewable energy standard or similar law, and Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by Buyer. Notwithstanding the foregoing, nothing in this Section 4.7(c) shall require Seller to expend more than $100,000, in the aggregate, under this Agreement and all Other Agreements, during the Services Term and the term of such Other Agreements on any modifications to the Facility or the related characteristics to permit the Facility to qualify as a Class I generation resource under the renewable portfolio standard or similar law of New York and the New England states of Connecticut, Maine, New Hampshire, and Rhode Island and under any federal renewable energy standard. In the event that any such qualification(s) would require the expenditure of more than $100,000, in the aggregate, under this Agreement and all Other Agreements, during the Services Term or the term of such Other Agreements, then Buyer may require Seller to expend up to $100,000 for such qualification(s) so long as Buyer, either individually or together with one or more of the purchasers of Energy and RECs under the Other Agreements, agrees to expend, or reimburse Seller for the expenditures of, the amounts in excess of $100,000 that are required for such qualification(s). To the extent Seller qualifies the Facility as a RPS Class I generation resource pursuant to this Section 4.7(c), Seller shall also submit to Buyer or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsRECs associated with the Scheduled Energy Delivered hereunder. Seller shall also comply with all NYGATS rules and procedures to the extent required to Deliver RECs to Buyer under this Agreement. 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 Delivery of any Scheduled Energy hereunder (including any Energy Delivered during the Test Period)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 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 Scheduled 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.

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 the 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all Energy 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 (c9.1(c) of this Agreement except as provided in Section 4.7(b)(ii), below; and (ii) If It shall not be an Event of Default under Article 9 if, solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 Facility 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 for such Energy 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 RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, Massachusetts, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar lawlaw (the “Additional RECs”), 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. 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, with respect to the Additional RECs only, obtain, the qualifications required by this Section 4.7(c), provided Seller promptly uses commercially reasonable efforts to ensure that obtaining and maintaining such qualification will continue after the change in Law. Seller shall also submit to Buyer or 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 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 at the Delivery Point. (d) Seller shall comply with all GIS Operating Rules, including without limitation such Rules relating to the creation creation, tracking, recording and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsAgreement. 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 hereunder (including any Energy Delivered during the Test Period)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 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.

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 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 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 Renewable Energy Standard after 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsRECs to be purchased by Buyer under this Agreement. 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) 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 (including any Energy Delivered during the Test Period)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 Test Period and event any Certificates associated with the Services Term; provided, however, that no payment shall RECs to be due delivered to Seller for any RECs until 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 A. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit A) 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) the date on which Buyer has exercised a right to terminate this Agreement prior to the expiration of the Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit A) that would otherwise be included in that payment, and such withheld amount shall be paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing). (fg) The Parties intend In the case of a Net Metered Facility, Seller shall be responsible for assuring that Buyer’s NEPOOL GIS Account accurately reflects any adjustments for Energy delivered to the Interconnection Point, but utilized for net metering credits in the monthly settlement for the transactions entered into hereunder 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 efforts to be physically settled, meaning that the RECs are intended cooperate with Seller to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7effect 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 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 subsection (ii) of this Section 4.7(b), all Energy 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 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 Facility 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 for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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.

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 the 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) Regarding the RPSRenewable Energy Standard: (i) Except as provided in subsection (ii) of this Section 4.7(b), all Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard, 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 It shall not be an Event of Default under Article 9 if, solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 9Renewable Energy Standard, 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 Facility does not qualify as a RPS Class I an Eligible Renewable Generation UnitEnergy Resource, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at the Adjusted Price for such Energy 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 RPS Class I generation resource by the applicable regulatory authority under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, Massachusetts, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and Vermont and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such Rules relating to the creation creation, tracking, recording and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsAgreement. 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 required 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 (including any Energy Delivered during the Test Period)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 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.

RECs. ‌ (a) Seller shall transfer to Buyer all of the rightrights, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 Facility under this Agreement no longer meets the requirements for eligibility pursuant to the RPSRPS after that change in Law; and further provided that, to the extent Seller has made such will commercially reasonable efforts, Seller's failure to Deliver RECs due to such inability shall not constitute be deemed 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 Facility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller REC payments per Exhibit E shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at during the Price for period of such Energy in accordance with Section 5.1 and (B) any purchases and sales of RECs shall be in accordance with Section 4.1(b)failure. (c) At Seller's sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Massachusetts) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the obtain full value rights and title 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 hereunder (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 Test Period and the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 the 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all Energy 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 9.2 (ch) of this Agreement except as provided in Section 4.7(b)(ii), below; and (ii) If It shall not be an Event of Default under Article 9 if, solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of ConnecticutMaine, MaineMassachusetts, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules, including without limitation such Rules relating to the creation creation, tracking, recording and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsAgreement. 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 hereunder (including any Energy Delivered during the Test Period)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 Test Period and the Services Term; provided, however, that no payment shall be due to Seller for any RECs until the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 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 subsection (ii) of this Section 4.7(b), all Energy 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 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 Facility 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 for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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.

RECs. ‌ (a) Seller shall transfer to Buyer all of the rightrightrights, title and interest in and to Buyer’s Percentage Entitlement of the Facility’s Environmental Attributes, including 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 Facility under this Agreement no longer meets the requirements for eligibility pursuant to the RPSRPS after that change in Law.; and further provided that, to the extent Seller has made such will commercially reasonable efforts, Seller's failure to Deliver RECs due to such inability shall not constitute be deemed 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 Facility does not qualify as a RPS Class I Renewable Generation Unit, then (A) Seller REC payments per Exhibit E shall continue to sell, and Buyer shall continue to purchase Energy under this Agreement at during the Price for period of such Energy in accordance with Section 5.1 and (B) any purchases and sales of RECs shall be in accordance with Section 4.1(b)failure. (c) At Seller's sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s ' sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Massachusetts) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the theobtain full value valuerights and title 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 hereunder (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 Test Period and the Services TermGIS; provided, however, that no payment shall be due to Seller for any RECs until the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 the 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) . Regarding the RPS: (i) : Except as provided in subsection (ii) of this Section 4.7(b), all Energy 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 9.2 (cj) of this Agreement except as provided in Section 4.7(b)(ii), below; and (ii) If and It shall not be an Event of Default under Article 9 if, solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 Facility does not qualify as a RPS Zero Carbon Emissions Class I Renewable Generation Unit, then (A) Seller shall continue to sell, and Buyer shall continue to purchase Energy and Wholesale Market Services under this Agreement at the Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of ConnecticutMaine, MaineMassachusetts, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) . Seller shall comply with all GIS Operating Rules, including without limitation such Rules relating to the creation creation, tracking, recording and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsAgreement. 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) cost. Prior to the delivery of any Energy hereunder (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 the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 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 Renewable Energy Standard after 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsRECs to be purchased by Buyer under this Agreement. 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) 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 (including any Energy Delivered during the Test Period)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 Test Period and event any Certificates associated with the Services Term; provided, however, that no payment shall RECs to be due delivered to Seller for any RECs until 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) the date on which Buyer has exercised a right to terminate this Agreement prior to the expiration of the Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit B) that would otherwise be included in that payment, and such withheld amount shall be paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing). (fg) The Parties intend In the case of a Net Metered Facility, Seller shall be responsible for assuring that Buyer’s NEPOOL GIS Account accurately reflects any adjustments for Energy delivered to the Interconnection Point, but utilized for net metering credits in the monthly settlement for the transactions entered into hereunder 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 efforts to be physically settled, meaning that the RECs are intended cooperate with Seller to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7effect 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 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 subsection (ii) of this Section 4.7(b), all Energy 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) and If solely as a result of change in Law, Energy provided by Seller to Buyer from the 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 Facility 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 Price for such Energy Energy] [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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of [Connecticut, Maine, Massachusetts, New Hampshire, and Rhode Island], to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) . Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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 the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPSRenewable Energy Standard; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 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 Renewable Energy Standard after 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Rhode Island) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the RECsRECs to be purchased by Buyer under this Agreement. 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) 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 (including any Energy Delivered during the Test Period)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 Test Period and event any Certificates associated with the Services Term; provided, however, that no payment shall RECs to be due delivered to Seller for any RECs until 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 A. Notwithstanding the foregoing or any other provision of this Agreement (including without limitation Exhibit A) 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) the date on which Buyer has exercised a right to terminate this Agreement prior to the expiration of the Services Term an amount equal to the value of the RECs (calculated in accordance with Section 2 of Exhibit A) that would otherwise be included in that payment, and such withheld amount shall be paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in Buyer’s GIS account (or in a GIS account designated by Buyer to Seller in writing). (fg) The Parties intend In the case of a Net Metered Facility, Seller shall be responsible for assuring that Buyer’s NEPOOL GIS Account accurately reflects any adjustments for Energy delivered to the Interconnection Point, but utilized for net metering credits in the monthly settlement for the transactions entered into hereunder 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 efforts to be physically settled, meaning that the RECs are intended cooperate with Seller to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7effect 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 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 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 RPS after 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s ’ sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Massachusetts) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the such 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 hereunder (including any Energy Delivered during the 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 Test Period and event any Certificates associated with the Services Term; provided, however, that no payment shall RECs to be due delivered to Seller for any RECs until 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 (f10) The Parties intend for Business Days of receipt of such notice, credit Buyer with the transactions entered into hereunder to be physically settled, meaning that value of the RECs are intended 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) the date on which Buyer has exercised a right to terminate this Agreement prior to the expiration of the 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 included in that payment, and such withheld amount shall be paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in Buyer’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).

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 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 subsection (ii) of this Section 4.7(b), all Energy 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 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s sole cost, Seller shall also obtain qualification under the renewable portfolio standard or similar law of New York and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, 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 or 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 or renewable portfolio standard or Seller’s qualification under the foregoing. (d) Seller shall comply with all GIS Operating Rules relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve 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 hereunder (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 the Certificates are actually deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing. (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.

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 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) Regarding the RPS: (i) Except as provided in subsection (ii) of this Section 4.7(b), all All Energy provided by Seller to Buyer from the Facility under this Agreement shall meet the requirements for eligibility pursuant to the RPS; provided, and Seller’s failure however, that if the Facility ceases to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1 (c) of this Agreement except qualify as provided in Section 4.7(b)(ii), below; and (ii) If 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 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 RPS after 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 Facility 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 Price for such Energy 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 sole cost, Seller shall also obtain and maintain throughout the Services Term qualification as a RPS Class I generation resource under the renewable portfolio standard or similar law of the New England states of Connecticut, Maine, New Hampshire, and Rhode Island, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard or similar law. At Buyer’s request and at Seller’s ’ sole cost, Seller shall also obtain seek qualification under the renewable portfolio standard or similar law of New York and/or one or more New England states (in addition to Massachusetts) and/or any federal renewable energy standard, to the extent the renewable energy technology used in the Facility is eligible under such renewable portfolio standard, renewable energy standard or similar law, and . Seller shall use commercially reasonable efforts, consistent with Good Utility Practice, to maintain such qualifications qualification at all times during the Services Term unless otherwise agreed by BuyerTerm, or until Buyer indicates such qualification is no longer necessary. Seller shall also submit to Buyer or 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 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 relating to the creation and transfer of all RECs to be purchased by Buyer under this Agreement and all other GIS Operating Rules to the extent required for Buyer to achieve the full value of the such 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 hereunder (including any Energy Delivered during the 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 Test Period and event any Certificates associated with the Services Term; provided, however, that no payment shall RECs to be due delivered to Seller for any RECs until 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 (f10) The Parties intend for Business Days of receipt of such notice, credit Buyer with the transactions entered into hereunder to be physically settled, meaning that value of the RECs are intended 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) the date on which Buyer has exercised a right to terminate this Agreement prior to the expiration of the 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 included in that payment, and such withheld amount shall be paid to Seller within fifteen (15) days after the Certificates associated with those RECs have been deposited in Buyer’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).