Article VIII. Representation and Warranties

Section 8.01 Mutual Representations and Warranties as of the Effective Date. Each Party represents and warrants to the other in each of the following terms as of the Effective Date:

(a) it is validly existing and is duly incorporated or organized under the laws of its jurisdiction of incorporation or organization and, if relevant under such laws, in good standing;

(b) it has the legal right and full power and authority to enter into and perform this Agreement and any other document relating to this Agreement that it is required by this Agreement to deliver and to perform;

(c) the execution by the Party of its obligations under this Agreement and any other document relating to this Agreement that it is required by this Agreement to execute, and the performance of its obligations under them, will not: (i) result in a breach of any provision of its organizational documents; (ii) result in a breach of, or constitute a default under, any agreement, license or other instrument to which it is a party or by which it is bound; or (iii) result in a breach of any existing order, judgment or decree of any court, Government Agency or regulatory body by which it is bound;

(d) this Agreement constitutes valid and binding obligations on the Party, in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and subject to general equitable principles;

(e) it has taken all corporate action required by it to authorize it to enter into and to perform this Agreement and any other document relating to this Agreement that it is required by this Agreement to deliver and to perform;

(f) it has entered into this Agreement after a full opportunity to review its terms and conditions, has a full understanding of those terms and conditions and of their risks, and is capable of assuming those risks;

(g) there are no bankruptcy, liquidation, insolvency or similar proceedings pending or being contemplated by it or, to its knowledge, threatened against it;

(h) so far as it is aware, there is no investigation, disciplinary proceeding or inquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator, Government Agency or regulatory body outstanding or anticipated against it or any Person for whose acts or defaults it may be vicariously liable which has had or may have a material adverse effect upon the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement;

(i) it has not received any written notice during the past twelve (12) months from any court, tribunal, arbitrator, Government Agency or regulatory body with respect to a violation or failure to comply with any Applicable Laws or requiring it to take or omit any action which in any case has had or may have a material adverse effect upon the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under this Agreement; and

(j) the execution and delivery of this Agreement does not materially conflict with any of, or require the consent of any Person under, any loan or security agreement, or other material agreement, to which it is a party.

Section 8.02 Supplier Representations and Warranties. Other than with respect to the representations and warranties in Sections 8.02(a), 8.02(g) and 8.02(h) which are made as at each Fulfillment Due Date only, Supplier represents and warrants to Buyer as at the Effective Date and each Fulfillment Due Date:

(a) the Project has been validated and registered in accordance with the Carbon Standard Rules;

(b) the Project has been or is being developed, constructed, operated and maintained (as the context requires) in compliance with all Applicable Laws;

(c) there is no credible risk of human rights impacts in relation to the Project, including any modern slavery, or any infringement of or concerns with the protection of human rights arising out of the Project;

(d) the removal, limitation, reduction, avoidance, sequestration or mitigation (as the case may be) of GHGs Generated by the Project has been verified by a Verification Contractor in accordance with the Carbon Standard Rules;

(e) it holds, or otherwise has the contractual rights to sell, all right, title, and interest in the Contract Credits to be Delivered hereunder without Encumbrance;

(f) other than as contemplated by this Agreement, it has not sold, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or Encumbrance in the Contract Credits or in the right to claim the Environmental Attributes represented by the Contract Credits (except, in either case, any liens, collateral assignments, mortgages, or pledges permitted by this Agreement and released before or concurrently with transfer to Buyer of title to such Contract Credits pursuant to Section 5.01);

(g) as of Buyer's payment in accordance with Section 4.01, Buyer will receive good title to the relevant Contract Credits free of any Encumbrances in favor of any Person created by, or connected to, Supplier;

(h) at the time of Delivery, all licenses, consents and Required Authorizations that are required to have been obtained by it with respect to this Agreement will have been obtained and will be in full force and effect, and all conditions of any such consents will have been complied with;

(i) all information, data and records provided by it to Buyer and its nominees, in connection with this Agreement are true, accurate and not misleading in any material respects; and

(j) there are no material social or environmental risks or issues in relation to the Project, including, for the avoidance of doubt, negative impacts on the rights of indigenous peoples and local communities in and adjacent to the Project area, or any other risks or issues in respect of the Project which might reasonably result in any negative reputational impact on Buyer (or Buyer's designee, as applicable) as a result of the purchase and proper reliance of the Contract Credits.

Section 8.03 U.S. Specific Representations and Warranties. Where either Party is carrying on business, registered or domiciled in the United States of America, each Party represents and warrants to the other Party that, as of the Effective Date and each Fulfillment Due Date, it (a) is a producer, processor, commercial user or consumer of, or a merchant handling the Contract Credits; (b) is entering into any Transaction solely for purposes related to its business; and (c) intends to take or make physical delivery of the Contracts Credits, whether by Retirement or Transfer, to settle any Transaction.