Common use of Environmental Attributes Clause in Contracts

Environmental Attributes. (a) Seller shall transfer to Buyer all of the right, title and interest in and to the Environmental Attributes, including any and all Certificates, associated with Qualified Clean Energy or any Qualified Shortfall Energy, as applicable, from the Hydro-Québec Power Resources Delivered to Buyer under this Agreement and paid for by Buyer during the Services Term. (b) All Energy and associated Environmental Attributes Delivered to Buyer under this Agreement shall meet the requirements set forth in the definitions for Qualified Clean Energy or Qualified Shortfall Energy, as applicable, and the requirements of the CES as in effect at the time of Delivery (subject to the ensuing sentence in this Section 4.7(b)), and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller shall be required to maintain unit-specific transfer, tracking and reporting of Environmental Attributes but shall otherwise only be required to use Commercially Reasonable Efforts to cause the Energy and associated Environmental Attributes Delivered to Buyer under this Agreement to comply with any additional obligations resulting from the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period). (c) Seller shall comply with all GIS Operating Rules including, without limitation, such rules relating to the creation, tracking, recording and transfer of all Environmental Attributes associated with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, to be purchased by Buyer under this Agreement, which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of another system that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost; provided that Seller shall neither be required to incur any costs associated with any registration and compliance with the rules and requirements of another system other than administrative (including, without limitation, legal and accounting), filing and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been incurred by Seller irrespective of such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed $5,000,000 in the aggregate during the Term. (d) Seller shall transfer to Buyer the Environmental Attributes associated with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end of the calendar month in which such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No payment shall be due to Seller for any Environmental Attributes 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 have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Environmental Attributes and any Certificates to be Delivered to Buyer in the GIS, and (ii) the Energy with which such Certificates are associated has been Delivered to Buyer. (e) To the extent that the Environmental Attributes are tracked in any system other than the GIS, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such Environmental Attributes in the GIS or under applicable Law. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that such Environmental Attributes are to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7.

Environmental Attributes. (a) Without limiting Section 4.2, Seller shall transfer to Buyer all of shall, at its own expense: (i) by the rightDelivery Term Commencement Date, title and interest in and to (A) cause the Environmental AttributesGenerating Facility, including any and all CertificatesStorage Facility, associated with Qualified Clean Energy or any Qualified Shortfall Contract Capacity, Storage Capacity, Contract Energy, Storage Energy, and/or Environmental Attributes (as applicable, from the Hydro-Québec Power Resources Delivered ) to Buyer under this Agreement be certified and paid otherwise qualified for by Buyer during the Services Term. and registered with all Applicable Environmental Attribute Programs and (bB) All Energy and associated Environmental Attributes Delivered to Buyer under this Agreement shall meet the requirements set forth in the definitions for Qualified Clean Energy or Qualified Shortfall Energy, as applicableotherwise qualify for, and the requirements of the CES as in effect at the time of Delivery (subject enter into all agreements and make all other arrangements to the ensuing sentence in this Section 4.7(b)), obtain and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller shall be required to maintain unit-specific transfer, tracking and reporting of Environmental Attributes but shall otherwise only be required to use Commercially Reasonable Efforts to cause the Energy and associated Environmental Attributes Delivered to Buyer under this Agreement to comply with any additional obligations resulting from the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period). (c) Seller shall comply with all GIS Operating Rules including, without limitation, such rules relating to the creation, tracking, recording and transfer of all Environmental Attributes associated with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, to be purchased by Buyer under this Agreement, which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of another system that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost; provided that Seller shall neither be required to incur any costs associated with any registration and compliance with the rules and requirements of another system other than administrative (including, without limitation, legal and accounting), filing and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been incurred by Seller irrespective of such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed $5,000,000 in the aggregate during the Term. (d) Seller shall transfer to Buyer the Environmental Attributes associated under each Applicable Environmental Attribute Program; (ii) at all times comply with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end all reporting and other requirements of the calendar month in which Applicable Environmental Attribute Programs; and (iii) upon the request of Buyer from time to time, (A) deliver to Buyer such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall be denoted in the GIS as not being capable attestations/certifications of rescission by Seller, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No payment shall be due to Seller for any Environmental Attributes until either (x) the Certificates are actually deposited and Replacement EAs and other documentation as may be required or advisable in Buyer’s GIS account reasonable discretion to comply with or a GIS account designated by otherwise participate in any Applicable Environmental Attribute Program or to obtain and transfer to Buyer custody of, and give effect to Seller and evidence the title of Buyer in, all the Environmental Attributes and Replacement EAs and (B) otherwise provide full cooperation in writing, connection with ▇▇▇▇▇’s retirement or (y) (i) Buyer and Seller have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) other use of the Environmental Attributes and Replacement EAs. The transfer of Environmental Attributes (and any Certificates to be Delivered Replacement EAs) to Buyer shall be accomplished by the means specified by Buyer, which may include the documentation described in Section 4.3(a)(iii) and/or by electronic delivery pursuant to any renewable energy or environmental attribute program or monitoring, tracking, certification or trading system designated by Buyer that is an Applicable Environmental Attribute Program (or, in the GIScase of Replacement EAs, that applies to such Replacement EAs). For each MW of Contract Capacity and Storage Capacity or each MWh of Contract Energy and Storage Energy injected at the Electric Interconnection Point for financial delivery to Buyer, as applicable, throughout the Delivery Term, Seller shall obtain and transfer to Buyer the Environmental Attributes under the Applicable Environmental Attribute Programs by the EA Transfer Deadline. To the extent Seller does not provide Environmental Attributes to satisfy its obligations pursuant to the preceding sentence, Seller shall satisfy such obligations by providing Replacement EAs for such MW or MWh. For any such Environmental Attribute (or Replacement EA) that Seller, despite the use of best efforts, does not provide to Buyer by the EA Transfer Deadline, Seller shall pay to Buyer an amount equal to the greater of (i) the Reference EA Compliance Payment or (ii) the Energy with average of at least two (2) price quotes obtained by Buyer from nationally recognized brokers during the first month following the month in which such Certificates the corresponding MW was recognized or MWh was generated, for the sale and delivery of Replacement EAs that are associated has been Delivered eligible for the Required Qualified Programs corresponding to Buyer. (e) To the extent that the Environmental Attributes are tracked in any system other than the GIS, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such Environmental Attributes Attribute (or Replacement EA). Any amounts payable pursuant to the immediately preceding sentence shall be included on the Monthly Invoice covering the month in which the GIS or under applicable LawEA Transfer Deadline occurs. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that such Environmental Attributes are to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7.

Environmental Attributes. [LANGUAGE FOR TRANSFER OF ATTRIBUTES FOR SERVICES TERM] . (a) Seller shall transfer to Buyer all of the right, title and interest in and to the Environmental Attributes, including any and all CertificatesRECs and/or CertificatesCertificates, associated with Qualified Clean Energy or any Qualified Shortfall Energy, as applicable, from the Hydro-Hydro- Québec Power Resources Delivered to Buyer under this Agreement and paid for by Buyer during the Services Term. (b) All Energy and associated Environmental Attributes Delivered to Buyer under this Agreement shall meet the requirements set forth in the definitions for Qualified Clean Energy Energy, or Qualified Shortfall Energy, as applicable, and the requirements of the CES as in effect at the time of Delivery (subject to the ensuing sentence in this Section 4.7(b)), and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c) of this Agreement.). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller shall be required to maintain unit-specific transfer, tracking and reporting of Environmental Attributes but shall otherwise only be required to use Commercially Reasonable Efforts to cause the Energy and associated Environmental Attributes Delivered to Buyer under this Agreement to comply with any additional obligations resulting from the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period). (c) Seller shall comply with all GIS Operating Rules including, without limitation, such rules Rulesrules relating to the creation, tracking, recording and transfer of all Environmental Attributes to be associated with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, to be purchased by Buyer under this Agreement., which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of another any other trackinganother system or program that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost; provided that Seller shall neither be required to incur any costs associated with any registration and compliance with the rules and requirements of another system other than administrative (including, without limitation, legal and accounting), filing and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been incurred by Seller irrespective of such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed $5,000,000 in the aggregate during the Term. (d) Seller shall transfer to Buyer the Environmental Attributes associated with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end of the calendar month in which such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No payment shall be due to Seller for any Environmental Attributes 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 have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Environmental Attributes and any Certificates to be Delivered to Buyer in the GIS, and (ii) the Energy with which such Certificates are associated has been Delivered to Buyer. (e) To the extent that the Environmental Attributes are tracked in any system other than the GIS, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such Environmental Attributes in the GIS or under applicable Law. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that such Environmental Attributes are to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7.

Environmental Attributes. ‌ (a) Seller shall The Supplier hereby transfers and assigns to, or to the extent transfer or assignment is not permitted, holds in trust for, the Sponsor who thereafter shall, subject to Buyer Section 2.8(d), retain, all of the rightrights, title title, and interest in and to the all Environmental Attributes, including any and all Certificates, Attributes associated with Qualified Clean Energy or any Qualified Shortfall Energy, as applicable, from the Hydro-Québec Power Resources Delivered to Buyer under this Agreement and paid for by Buyer Facility during the Services Term.Term.‌ (b) All Energy The Supplier shall from time to time, upon written direction of the Sponsor, take all such actions and associated do all such things necessary to effect the transfer and assignment to, or holding in trust for, the Sponsor, all rights, title, and interest in all Environmental Attributes Delivered to Buyer under this Agreement shall meet the requirements as set forth out in the definitions for Qualified Clean Energy or Qualified Shortfall Energy, as applicable, and the requirements of the CES as in effect at the time of Delivery (subject to the ensuing sentence in this Section 4.7(b)), and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller shall be required to maintain unit-specific transfer, tracking and reporting of Environmental Attributes but shall otherwise only be required to use Commercially Reasonable Efforts to cause the Energy and associated Environmental Attributes Delivered to Buyer under this Agreement to comply with any additional obligations resulting from the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period2.8(a). (c) Seller The Supplier shall comply from time to time, upon written direction of the Sponsor, take all such actions and do all such things necessary to certify, obtain, qualify, and register with all GIS Operating Rules including, without limitation, such rules relating the relevant authorities or agencies Environmental Attributes that are created and allocated or credited with respect to the creationFacility pursuant to Laws and Regulations from time to time (collectively, tracking, recording and transfer the “Regulatory Environmental Attributes”) for the purposes of all transferring such Regulatory Environmental Attributes associated to the Sponsor in accordance with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Section 2.8(a). The Supplier shall be entitled to be purchased by Buyer reimbursement of the cost of complying with a direction under this AgreementSection 2.8(c), which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of another system that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which compliance shall be at Seller’s sole cost; provided that Seller shall neither be required the Sponsor, acting reasonably, approved such cost in writing prior to incur any costs associated with any registration and compliance with the rules and requirements of another system other than administrative (including, without limitation, legal and accounting), filing and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been cost being incurred by Seller irrespective of such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed $5,000,000 in the aggregate during the Term.Supplier.‌ (d) Seller shall transfer to Buyer the Environmental Attributes associated with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end of the calendar month in which such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No payment shall be due to Seller for any Environmental Attributes 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 have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Environmental Attributes and any Certificates to be Delivered to Buyer in the GIS, and (ii) the Energy with which such Certificates are associated has been Delivered to Buyer. (e) To the extent that Laws and Regulations require the Environmental Attributes are tracked in any system other than the GISFacility to utilize, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created consume or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such obtain Regulatory Environmental Attributes in connection with Delivering Electricity, then the GIS Sponsor shall propose such amendments to this Agreement to the Supplier and, at the Sponsor’s discretion, to all of the Other Suppliers who are required by the Sponsor to participate, based on the principle that the Sponsor will permit the Supplier to retain any Regulatory Environmental Attributes that may be created and allocated or under applicable Law. (f) The Parties intend credited with respect to the Facility and that the Facility is required, by such Laws and Regulations, to utilize, consume or obtain or in order for the transactions entered into hereunder Facility to Deliver Electricity. If the Parties are unable to agree on the Sponsor’s proposal or that of the Supplier or any of those Other Suppliers, as the case may be, within 60 days after the delivery or communication of the Sponsor’s proposal for such amendments, then such amendments shall be determined by mandatory and binding arbitration, from which there shall be no appeal, with such arbitration(s) to be physically settledconducted in accordance with the procedures set out in Exhibit D. However, meaning if the Supplier fails to participate in such arbitration, the Supplier acknowledges that it waives its right to participate in such Environmental Attributes are arbitration, which shall nevertheless proceed, and the Supplier shall be bound by the award of the Arbitration Panel and the subsequent amendments to be Delivered in this Agreement made by the GIS account Sponsor to implement such award of Buyer or its designee as set forth in this Section 4.7.the Arbitration Panel.‌

Environmental Attributes. (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 any and all CertificatesEnvironmental Attributes, generated by, or associated with, the Facility during the Delivery Term in accordance with Qualified Clean the terms of this Section 4.7. All Energy or any Qualified Shortfall Energy, as applicable, provided by Seller to Buyer from the Hydro-Québec Power Resources Delivered to Buyer under this Agreement and paid for by Buyer during the Services Term. (b) All Energy and associated Environmental Attributes Delivered to Buyer Facility under this Agreement shall meet the requirements set forth in the definitions for Qualified Clean Energy or Qualified Shortfall Energy, eligibility as applicable, and the requirements of the CES as in effect at the time of Delivery (subject to the ensuing sentence in this Section 4.7(b))a Zero Carbon Emissions Generation Unit, and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller shall be required to maintain unit-specific transfer, tracking and reporting 9.2 (h) of Environmental Attributes but shall otherwise only be required to use Commercially Reasonable Efforts to cause the Energy and associated Environmental Attributes Delivered to Buyer under this Agreement to comply with any additional obligations resulting from the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period). (c) Seller shall comply with all GIS Operating Rules, including without limitation such Rules including, without limitation, such rules relating to the creation, tracking, recording and transfer of all Environmental Attributes associated with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, to be purchased by Buyer under this Agreement, which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall (i) register with and comply with the rules and requirements of another any federal tracking system or program and any tracking system or program in any of the New England States or New York State that tracks, monetizes or otherwise creates or enhances value for Environmental Attributes, which and (ii) 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. With respect to the foregoing subpart (i), any such compliance shall be at Seller’s sole cost; provided that Seller shall neither be required and, with respect to incur any costs associated with any registration and compliance with the rules and requirements of another system other than administrative foregoing subpart (including, without limitation, legal and accountingii), filing Seller will be responsible for the fees, costs and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been incurred by Seller irrespective of expenses related to such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed an out-of-pocket aggregate amount of $5,000,000 in 100,000 during each Contract Year. Prior to the aggregate during the Term. delivery of any Energy hereunder, either (di) Seller shall transfer cause Buyer to be registered in the GIS as the initial owner of all Certificates to be Delivered hereunder to Buyer the Environmental Attributes associated with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of (ii) Seller and Buyer shall effect an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end of the calendar month in which such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall Certificates to be denoted Delivered hereunder to Buyer in the GIS as not being capable of rescission by Sellerfor the Delivery Term; provided, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No however, that no payment shall be due to Seller for any Environmental Attributes 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 have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Environmental Attributes and any Certificates to be Delivered to Buyer in the GIS, and (ii) the Energy with which such Certificates are associated has been Delivered to Buyer. (e) To the extent that the Environmental Attributes are tracked in any system other than the GIS, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such Environmental Attributes in the GIS or under applicable Law. (f) writing.‌‌ The Parties intend for the transactions entered into hereunder to be physically settled, meaning that such the Environmental Attributes are intended to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7.4.7.‌

Environmental Attributes. For and in consideration of all other provisions of this Agreement, Seller hereby agrees to sell to EPE, without the payment by EPE of any additional consideration beyond the Contract Price, all Environmental Attributes generated by the Facility during the Term and from the commencement of Test Energy. No later than thirty (a30) days following the Commercial Operation Date, Seller shall register the Facility with WREGIS (and provide EPE evidence of such registration) and take all actions throughout the Term the to ensure that the Facility remains eligible under WREGIS; provided, however, that if there is a Change in Law that results in increased costs required to be incurred by Seller in connection with maintaining such eligibility, and such increase in costs exceeds [_______ Dollars ($_____)] in any Commercial Operation Year or [_______ Dollars ($_____)] during the Term (the “Compliance Cap”), then EPE shall: (y) reimburse Seller for such costs in excess of the Compliance Cap, or (z) excuse Seller from performing the obligations of this Agreement that would otherwise cause it to incur incremental new costs in excess of the Compliance Cap. No later than sixty (60) Days after Seller becomes aware the actions to ensure eligibility will cause it to incur costs in excess of the Compliance Cap, Seller shall provide to EPE notice with an estimate of the expected costs caused by the eligibility actions, along with reasonable supporting documentation. Within thirty (30) Days of the delivery of such notice with the estimate and reasonable supporting materials, EPE shall provide Seller notice of (I) EPE’s request for Seller to incur costs in excess of the Compliance Cap, in which case EPE shall reimburse Seller for such excess costs, or (II) EPE’s waiver of Seller’s performance of such actions. Title to the Environmental Attributes shall transfer from Seller to EPE upon generation of associated Solar Energy by the Facility. The Parties shall execute all additional documents and instruments reasonably requested by EPE in order to further document the transfer of the Environmental Attributes to EPE or its designees. Seller shall not report under any applicable program that any of the Environmental Attributes provided to EPE hereunder belong to any Person other than EPE. Seller hereby irrevocably assigns to EPE all rights, title, and authority for EPE to own, hold, and manage the Environmental Attributes in EPE’s own name and for EPE’s account. Seller shall, at Seller’s cost, register, transfer, and track the transfer of Environmental Attributes to EPE or as otherwise reasonably instructed by EPE in writing, using WREGIS. Seller shall, at EPE’s reasonable request and at EPE’s cost, register, transfer, and track Future Environmental Attributes, if applicable pursuant to Section Error: Reference source not found, on EPE’s behalf in WREGIS or another applicable REC tracking program. Seller shall transfer to Buyer all EPE any Environmental Attributes and, if applicable pursuant to Section Error: Reference source not found, Future Environmental Attributes, as soon as practicable, but in no event later than the date that is fifteen (15) Business Days following the date on which such Environmental Attributes and, if applicable pursuant to Section Error: Reference source not found, Future Environmental Attributes, are available for transfer or retirement in WREGIS or other applicable REC tracking program. Seller shall ensure that the number of REC certificates or other entitlements registered and transferred to, or retired on the behalf of, EPE equals the Solar Energy delivered to EPE for the relevant year. Without limiting this Section 7.3, if as of ninety (90) Days after the end of an applicable billing period, an Environmental Attribute Deficit exists for such billing period, then, Seller shall first use Commercially Reasonable Efforts to obtain replacement Environmental Attributes of similar type and characteristics and deliver them to EPE up to the quantity of the rightEnvironmental Attribute Deficit. Seller must deliver appropriate replacement Environmental Attributes for the Environmental Attribute Deficit within one hundred twenty (120) Days after the end of the applicable billing period. If Seller has not obtained replacement Environmental Attributes for the full amount of the Environmental Attributes Deficit, title the difference between the Environmental Attributes Deficit and the replacement Environmental Attributes shall be the “Environmental Attributes Shortfall.” Seller shall pay to EPE an amount (the “Environmental Attribute Deficit Damages”) equal to (i) the Environmental Attribute Shortfall (in MWh), multiplied by (ii) the lower of (a) the market value for Environmental Attributes registered in WREGIS or such other tracking program as specified by EPE pursuant to Section Error: Reference source not found of similar quality and vintage as the Environmental Attribute Shortfall, each as determined by EPE in its reasonable discretion, stated on a per MWh basis, and (b) EPE’s actual cost to obtain replacement Environmental Attributes. Environmental Attribute Deficit Damages shall be EPE’s sole remedy for any Environmental Attribute Deficit. Seller shall not report in any public communication, or under any program, that any of the Environmental Attributes or part thereof provided to EPE hereunder belong to any Person other than EPE or EPE’s designee. Seller hereby irrevocably assigns to EPE all rights, title, and interest in and to the Environmental AttributesAttributes conveyed to EPE to own, hold and manage in EPE’s own name and for EPE’s account, including any and all Certificates, rights associated with Qualified Clean any Solar Energy information or tracking system that exists or may be established (including participation in any Qualified Shortfall Energyapplicable Environmental Attribute registration or tracking program) with regard to monitoring, as applicableregistering, from the Hydro-Québec Power Resources Delivered to Buyer under this Agreement and paid for by Buyer during the Services Term. (b) All Energy and associated tracking, certifying, or trading such Environmental Attributes Delivered to Buyer under this Agreement shall meet the requirements set forth in the definitions for Qualified Clean Energy or Qualified Shortfall EnergyAttributes. If, as applicable, and the requirements of the CES as in effect at the time of Delivery (subject to the ensuing sentence in this Section 4.7(b)), and Seller’s failure to satisfy such requirements shall constitute an Event of Default pursuant to Section 9.1(c). In the event that the CES is repealed, replaced, amended or otherwise modified during the Term, Seller becomes aware that the Facility becomes eligible for any Future Environmental Attributes, Seller shall be required to maintain unit-specific transfer, tracking notify EPE and reporting of Environmental Attributes but shall otherwise only be required to use take Commercially Reasonable Efforts to cause secure for and transfer to EPE such Future Environmental Attributes; provided that such actions shall not (i) require changes to the Energy design or other characteristics of the Facility or upgrades or other modifications to any Interconnection Facilities or transmission facilities, (ii) reduce the delivery or receipt of Product, (iii) reduce, or limit, in any manner, any Tax Benefits for which the Facility is eligible, or (iv) subject Seller to any third party costs or expenses exceeding the Compliance Cap unless EPE agrees to reimburse Seller for such cost and associated expenses in excess of such amount (collectively, the “Eligibility Conditions”). Seller shall take Commercially Reasonable Efforts to secure such Future Environmental Attributes Delivered for EPE’s benefit provided, that (y) the Eligibility Conditions are satisfied, and (z) such actions are permitted by and capable of being implemented pursuant to Buyer under this Agreement Applicable Laws. If EPE notifies Seller that it does not wish to comply with any additional obligations resulting from receive the CES as amended or otherwise modified during the Term, notwithstanding anything to the contrary in this Agreement. The amount benefits of Certificates 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 aggregate amount of Metered Output or the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered during that hour (or such shorter period). (c) Seller shall comply with all GIS Operating Rules including, without limitation, such rules relating to the creation, tracking, recording and transfer of all Environmental Attributes associated with Qualified Clean Energy or Qualified Shortfall Energy, as applicable, to be purchased by Buyer under this Agreement, which compliance shall be at Seller’s sole cost. In addition, at Buyer’s request, Seller shall register with and comply with the rules and requirements of another system that tracks, monetizes or otherwise creates or enhances value for Future Environmental Attributes, which compliance shall be at Seller’s sole costthen Seller can monetize such Future Environmental Attributes for its own benefit or a third party; provided that Seller shall neither be required to incur any costs associated with any registration and compliance provided, such action does not interfere with the rules and requirements qualification, offering, bidding, planning, scheduling or other disposition of another system other than administrative (including, without limitation, legal and accounting), filing and reporting costs associated with any such registration and compliance or costs associated with any such registration and compliance that would have otherwise been incurred by Seller irrespective of such registration and compliance, nor shall Seller in any event be required to incur any costs associated with any registration and compliance with the rules and requirements of another system that would not have otherwise been incurred by Seller irrespective of such registration and compliance if such costs would reasonably be expected to exceed $5,000,000 in the aggregate during the TermEPE’s Environmental Attributes. (d) Seller shall transfer to Buyer the Environmental Attributes associated with the Qualified Clean Energy or Qualified Shortfall Energy, as applicable, Delivered hereunder by means of an irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) within fifteen (15) days after the end of the calendar month in which such Qualified Clean Energy or Qualified Shortfall Energy, as applicable, was generated, which Forward Certificate Transfer shall be denoted in the GIS as not being capable of rescission by Seller, and Buyer shall accept such Forward Certificate Transfer as provided in the GIS Operating Rules. No payment shall be due to Seller for any Environmental Attributes 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 have entered into the irrevocable Forward Certificate Transfer (as defined in the GIS Operating Rules) of the Environmental Attributes and any Certificates to be Delivered to Buyer in the GIS, and (ii) the Energy with which such Certificates are associated has been Delivered to Buyer. (e) To the extent that the Environmental Attributes are tracked in any system other than the GIS, Seller shall cause all credits, certificates, benefits, reductions, offsets and allowances created or accounted for in such other system to be (x) retired or to otherwise cease to be available for use in such other system, or (y) transferred to Buyer’s account in such other tracking system so long as such a transfer would not affect the treatment of such Environmental Attributes in the GIS or under applicable Law. (f) The Parties intend for the transactions entered into hereunder to be physically settled, meaning that such Environmental Attributes are to be Delivered in the GIS account of Buyer or its designee as set forth in this Section 4.7.