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29 <br />underlying data set is "Monthly Gas Price Assessments -Inside FERC". The value for <br />September 2008 was $8.45 per million Btu. <br />b. Cap-and-Trade System means a system that (i) establishes a total cap on GHG <br />emissions from an identified group of GHG. emitters; (ii) establishes a market for Emission <br />Allowances; and (iii) allows trading of Emission Allowances among GHG emitters. <br />7. Carbon Credit means any contractual, equitable or statutory legal right, interest, <br />credit, offset, entitlement, benefit, allowance or certificate evidencing a reduction from the <br />,~%~ <br />environment of one metric ton of carbon dioxide or C,~e his verified by (i) a federal, state, or <br />~~ <br />x.11 ~. <br />local Governmental Authority pursuant to laws r°~ egulations stablishing a regulatory mar et <br />,~ ~~ <br />y"3:16'., ~''~.,~" <br />S'k'is m <br />~_ <br />for reductions of GHG emissions, or (ii) an indeperet third-parry utilizing nationally- <br />reco ed standards for establishing emissions reduction credits;., sociated with non-regulated, <br />voluntary projects or activities. <br />~. Carbon P,~ ii ~w ~~~;o'xasnltant means an independent, qualified nationally-recognize <br />consulting firm w1=~ig~.ficant ~,erience in the regulated carbon markets established in the <br />~- <br />United States under fedeia~rry~eii~~~a ~" ~ ~eectxn a Cap-and-Trade System and the price of <br />Emissian Allowances in such <br />~~ ~ <br />9. CO2e means carbo .~~- dioxide equivalent, or the base reference for the <br />determination of Global Warming Potential of Greenhouse Gases of a similar amount of carbon <br />dioxide. <br />10. Conversion MNISTU g1HV has the meaning set forth in Paragraph 119 of this <br />Agreement. <br />11. Conversion Payment has the meaning set forth in Paragraph 118 of this <br />Agreement. <br />6 <br />{00018638.DOC 16} <br />