Legal REC Approvals Form

LEGAL REC APPROVALS FORM

This Legal REC Approvals Form (the Agreement) is entered into as of Effective Date: by and between Approving Party Name: , an entity of type Corporation LLC Other, with principal place of business at ; and Counterparty Name: , an entity of type Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Approving Party is the registry, transfer agent or other authorized approver responsible for recording, verifying and authorizing the transfer of Renewable Energy Certificates ("RECs") issued under applicable certification standards; and

WHEREAS, Counterparty is the current owner, seller or purchaser of certain RECs and requires formal approval for the transfer, retirement, or aggregation of those RECs identified herein; and

WHEREAS, the parties desire to set forth the conditions, representations, approvals, and procedures by which the Approving Party will review and authorize actions with respect to the specified RECs.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "REC" means a Renewable Energy Certificate representing the environmental attributes of one megawatt-hour (MWh) of electricity generated from renewable sources, including any certificate, tag, or instrument used to track renewable generation.

1.2 "Approval" means the written confirmation by Approving Party authorizing the transfer, retirement or aggregation of specified REC(s) in accordance with this Agreement and the registry rules.

2. REC IDENTIFICATION AND SCOPE

2.1 REC Quantity:   Vintage Year:   Certificate Type:

3. APPROVAL PROCESS

3.1 Submission. Counterparty shall submit a completed request for Approval to Approving Party specifying the RECs, intended action (transfer, retirement, aggregation), and supporting documentation. Supporting documentation shall include proof of title, meter data where applicable, and any declarations required by registry rules.

3.2 Review Period. Approving Party shall commence review within calendar days of receipt and shall notify Counterparty of any deficiencies or request for additional information during that period. Approving Party's failure to respond within such period shall not constitute automatic Approval.

3.3 Grant or Denial. Approval, if granted, shall be evidenced in writing and shall specify the effective date of the action and any conditions applicable to the Approval. Denial shall be accompanied by a written explanation of the basis for denial.

4. REPRESENTATIONS AND WARRANTIES

4.1 Counterparty represents and warrants that it has good and marketable title to the RECs, free and clear of liens, encumbrances, and third-party claims, and that it has full authority to request the requested action.

4.2 Approving Party represents and warrants that it will perform its review in accordance with its published registry rules and will exercise its approvals consistent with applicable law and contractual obligations to third parties.

5. CONDITIONS PRECEDENT

Approval is conditioned upon Counterparty's delivery of all required documentation, payment of any applicable fees, and absence of material adverse claims or disputes affecting title to the RECs. Approving Party may condition Approval upon completion of any remedial steps specified in writing.

6. TRANSFER AND RECORDING

6.1 Upon Approval, Approving Party shall record the transfer, retirement, or aggregation in the registry and shall provide Counterparty with a confirmation notice containing the registry transaction reference.

6.2 The effective date of any transfer or retirement shall be the date specified in the Approval notice or, if unspecified, the date of recording by the registry.

7. INDEMNIFICATION

7.1 Counterparty agrees to indemnify, defend and hold harmless Approving Party and its officers, directors and agents from and against any losses, liabilities, claims, damages, fines and expenses (including reasonable attorneys' fees) arising from any breach of Counterparty's representations, warranties, or failure to disclose material information.

8. LIMITATION OF LIABILITY

Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, except for liability arising from gross negligence, willful misconduct, or indemnification obligations under this Agreement.

9. CONFIDENTIALITY

Each party shall keep Confidential Information of the other party in strict confidence and shall not disclose it except to the extent required by law or necessary for the performance of this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement.

10. NOTICES

Notices shall be effective upon receipt when delivered by hand, overnight courier, or confirmed electronic transmission, or three (3) business days after deposit in the mail when sent by certified mail, postage prepaid.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision is effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS INFORMATION

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