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<br />OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
<br />Environmental Attributes (as defined below) to the CNG dispensed by Dispenser for use as Vehicle Fuel
<br />in accordance with the applicable Transaction Confirmation, such that (i) the CNG is RNG-derived CNG,
<br />and (ii) the associated renewable identification numbers (“RINs”) and LCFS Credits, if any, are properly
<br />generated.
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<br />The Transaction Confirmations under this Master Agreement do not include physical gas delivery and
<br />Dispenser will be responsible for purchasing and coordinating all utility pipeline gas required for daily
<br />operations of the Stations. Supplier will retain the value of any Environmental Attributes generated from
<br />the RNG Contract Quantity under the applicable Transaction Confirmation(s), provided, however, that
<br />Dispenser will continue to receive any federal or state fuel tax incentives or credits associated with such
<br />RNG Contract Quantity under the applicable Transaction Confirmation(s).
<br />“Environmental Attributes” mean any and all credits, allowances, benefits, attributes, aspects,
<br />characteristics, claims, reductions, offsets or allowances, or similar benefits of any type associated with
<br />the avoidance of fossil fuel consumption, greenhouse gas emissions or lifecycle greenhouse gas
<br />emissions, other pollutant emissions and other environmental benefits, howsoever entitled or named,
<br />including all such attributes required to generate credits under any federal, state, local or other law as
<br />now in effect, or as subsequently amended, enacted or adopted, attributable to biogas resources,
<br />renewable natural gas and/or natural gas, including but not limited to RINs under the RFS, any state low
<br />carbon fuel standards, carbon offsets, carbon allowances, tax incentives or credits in connection with the
<br />production or sale of RNG, and renewable energy credits or similar fuels programs or benefits.
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<br />7. Documentation. Supplier will be responsible for (i) the documentation of the contractual pathways, (ii)
<br />Registration of the Stations, and (iii) certification of the RINs and LCFS Credits with the EPA and CARB,
<br />respectively, including all costs associated with such documentation, Registrations and certifications.
<br />Dispenser will assist Supplier with such efforts, as necessary, including, but not limited to, providing:
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<br />(A) the physical address of the Stations and access to the Stations;
<br />(B) gas utility meter numbers of the Stations;
<br />(C) gas utility metering tickets;
<br />(D) an electronic copy of the Stations’ monthly gas utility bill within five days of receipt from the
<br />utility;
<br />(E) other documentation necessary to determine volumes of CNG dispensed at the Stations;
<br />(F) documentation necessary for compliance with Law or generation of Environmental Attributes;
<br />and
<br />(G) the necessary affidavits stating that the CNG dispensed at the Stations is dispensed for use as
<br />a Vehicle Fuel.
<br />8. Mutual Indemnity; Limitation of Liability. Each party agrees to indemnify and hold harmless the
<br />other party from and against any penalties assessed by the EPA, CARB or other agency in connection
<br />with a breach by such party of its obligations under this Master Agreement or any associated
<br />Transaction Confirmation(s); provided that each party’s obligation under this Section 11 will not apply to
<br />the extent the penalty or penalties arose (i) from disallowance of the transaction structure as
<br />contemplated by the relevant Transaction Confirmation(s) or a change in law, so long as the action or
<br />inaction of such party occurred prior to receiving notice of such disallowance or change in law or (ii) as a
<br />result of the other party’s breach of this Master Agreement or associated Transaction Confirmation(s);
<br />provision of incorrect, false or incomplete data; or gross negligence or willful misconduct.
<br />9. Default. A default in respect of this Master Agreement shall be deemed to occur when, with respect
<br />to either party:
<br />(i) A Party breaches any material representation or warranty made in this Master Agreement by
<br />that Party in any material respect, or any material representation or warranty of that Party proves
<br />to have been incorrect or misleading in any material respect when made under this Master
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