Article VII. Credit Shortfalls

Section 7.01 Generation Shortfall.

(a) If the Project Generates fewer Credits in a given Contract Year than the Annual Credit Target (the difference between the Annual Credit Target and the number of Credits Generated during such Contract Year, a Generation Shortfall), Supplier shall Deliver to Buyer its Proportionate Share of the Credits Generated in such Contract Year (the difference between Buyer's Proportionate Share and the Contract Quantity during such Contract Year, the Generation Shortfall Amount).

(b) In the event of a Generation Shortfall, Supplier shall, at its election (and after expiry of a grace period of [twenty (20) Business Days]) either (i) Deliver a number of Contract Credits equal to the Generation Shortfall Amount to Buyer by [ ], 20[ ] / [the date that is [ ] ([ ]) [days] / [months] / [years] from the last day of the Contract Year in which the Generation Shortfall arose], (ii) increase the Contract Quantity for [each of] the next [[ ] ([ ])] Contract Year[s] by [a pro rata share of] the Generation Shortfall Amount or (iii) Deliver, at Supplier's cost, Replacement Credits in a quantity equal to the Generation Shortfall Amount that are acceptable to Buyer, in its reasonable discretion, provided, however, that Buyer shall not refuse to accept Replacement Credits which are Generated using the same technology and methods as the Project used in Generating the Credits being replaced and which are recorded in the Registry pursuant to the same Carbon Standard Rules, by [__] (such Credits as may be Delivered pursuant to clauses (i), (ii), or (iii), the Generation Shortfall Makeup).

Section 7.02 Delivery Shortfall. For each Contract Year in which Supplier fails to Deliver at least the Contract Quantity to Buyer for any reason other than a Generation Shortfall (a "Delivery Shortfall and the difference between such Contract Quantity and the number of Credits Delivered during such Contract Year, the "Delivery Shortfall Amount"), at (Buyer's) / (Supplier's) option, either (a) Supplier shall Deliver a number of Credits equal to the Delivery Shortfall Amount to Buyer by ( ), 20 ( ) / the date that is (days)/(months)/(years) from the last day of such Contract Year, (b) the Contract Quantity for (each of) of the next ( ) ( ) Contract Year(s) will be increased by a (pro rata share of) the Delivery Shortfall Amount, or (c) Supplier shall Deliver Replacement Credits equal to the Delivery Shortfall Amount that are acceptable to Buyer, in its reasonable discretion, at Supplier's cost, by ( ) (such Credits as may be delivered pursuant to clauses (a), (b), or (c), the "Delivery Shortfall Makeup"). If Supplier fails to Deliver the Delivery Shortfall Makeup by such date, Buyer may, at its option, decrease the Unit Price due with respect to each Credit or Replacement Credit subsequently Delivered by ( ) percent (%) until Supplier has Delivered the Delivery Shortfall Makeup (and such percentage will be doubled on each anniversary of the date the Delivery Shortfall first arose until the Delivery Shortfall Makeup is Delivered)