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a) San Marcos will notify LCRA of the type (wind, solar, etc), amount of, and if <br /> San Marcos wants Green e-certified or Texas Compliance RECs to be sold or <br /> purchased. <br /> b) San Marcos will convey and transfer all of its interest in the RECs prior to <br /> LCRA executing any transaction for the sale of the RECs. San Marcos shall <br /> transfer the RECs to LCRA via ERCOT's Texas REC Trading Program's <br /> website. <br /> SAN MARCOS ACKNOWLEDGES THAT LCRA CANNOT GUARANTEE <br /> THE CONSUMMATION OF THE SALE OR PURCHASE OF THE RECs,THE <br /> CREDITWORTHINESS OF THE COUNTERPARTIES,OR THE ECONOMIC <br /> BENEFITS OF THE SALE OR PURCHASE OF THE RECs. <br /> 3. Independent Contractor <br /> LCRA is an independent contractor and will not through performance of the services described <br /> in this Agreement be or become an agent, partner or employee of San Marcos. LCRA is not <br /> granted any authority or responsibility, express, implied or apparent, to bind or act on behalf <br /> of San Marcos. <br /> 4. Term and Default <br /> (a) This Agreement shall commence on the Effective Date and,subject to the terms <br /> and conditions herein, shall continue until the parties complete their obligations, or until <br /> December 31, 2027, whichever is earlier. Either Party may terminate this Agreement at any <br /> time by providing the other Party notice of termination, so long as the requested REC sale has <br /> not yet been completed. <br /> (b) At the termination of this Agreement, the Parties shall no longer be bound by <br /> the terms hereof, except(i)to pay broker fees or any other amounts owing by one Parry to the <br /> other; (ii) to the extent necessary to enforce the rights and obligations of the Parties arising <br /> under this Agreement before or upon such termination; (iii) obligations of the Parties' <br /> hereunder with respect to indemnification;and(iv)any other rights or obligations of the Parties <br /> which,by the terms hereof or under applicable law,survive the termination of this Agreement. <br /> 5. Exclusion of Liability and Indemni1y <br /> (a) Except to the extent mandated by applicable law, and except for any liability <br /> resulting from intentionally wrongful conduct or intentional breach by LCRA,LCRA shall not <br /> be liable to San Marcos by reason of any representation or any implied warranty, condition,or <br /> other term,or any duty under applicable law,or under the express terms of this Agreement,for <br /> any loss of profit or any indirect, special or consequential losses, damages, costs, expenses,or <br /> other claims(caused by negligence or otherwise of LCRA or its employees)which arise out of <br /> or in connection with the provision of the nature of the services provided by LCRA to San <br /> Marcos. <br /> (b) LCRA shall not be liable to San Marcos or be deemed to be in breach of this <br /> Agreement by reason of any delay in performing, or any failure to perform, any obligations in <br /> relation to the services provided by LCRA, if the delay or failure was due to any cause beyond <br /> LCRA's reasonable control. <br /> 2 <br />