Common use of Direct Sales Clause in Contracts

Direct Sales. Transmission Owners may sell their Original Residual TCCs, ETCNL, and Grandfathered TCCs directly to buyers through a Direct Sale. Sellers and potential buyers shall communicate all offers to sell and buy TCCs, through a Direct Sale, solely over the ISO’s OASIS. Buyers and Sellers of TCCs by Direct Sale will have the responsibility to report their TCC transactions to the ISO, whereupon the ISO will post them on the OASIS. Provisions governing Primary Holder status and responsibilities otherwise applicable to TCCs shall be applicable to TCCs acquired through a Direct Sale. During the Direct Sale process, the Transmission Owner electing to use Direct Sale shall have the sole discretion to accept or reject an offer to purchase TCCs. Each Transmission Owner shall develop and apply a non-discriminatory method for choosing the winning offers consistent with FERC Order No. 889, et seq., and may establish eligibility requirements that shall be no more stringent than those set forth in Section 2.14 of this Tariff. The Transmission Owner shall post information regarding the results of the Direct Sale on the ISO’s OASIS promptly after the Direct Sale is completed. The information shall include: (i) the amount of TCCs sold (in MW); (ii) the Point of Injection and Point of Withdrawal for each TCC sold; and (iii) the price paid for each TCC. Each Transmission Owner may retain its Grandfathered TCCs. If it sells Grandfathered TCCs, a Transmission Owner shall do so through Direct Sales or through Centralized TCC Auctions or Reconfiguration Auctions for periods not extending beyond the termination date of those TCCs. Payment for TCCs purchased in a Direct Sale shall be in accordance with the terms and conditions of the agreement between the buyer and seller.

Direct Sales. Transmission Owners may sell their Original Residual TCCs, ETCNL, and Grandfathered TCCs directly to buyers through In the event a Co-Investor requests a Direct Sale. Sellers and potential buyers shall communicate all offers to sell and buy TCCsSale then, through a Direct Sale, solely over the ISO’s OASIS. Buyers and Sellers of TCCs by Direct Sale will have the responsibility to report their TCC transactions to the ISO, whereupon the ISO will post them on the OASIS. Provisions governing Primary Holder status and responsibilities otherwise applicable to TCCs shall be applicable to TCCs acquired through a Direct Sale. During the Direct Sale process, the Transmission Owner electing to use Direct Sale shall have the sole discretion to accept or reject an offer to purchase TCCs. Each Transmission Owner shall develop and apply a non-discriminatory method for choosing the winning offers consistent with FERC Order No. 889, et seq., and may establish eligibility requirements that shall be no more stringent than those set forth in Section 2.14 of this Tariff. The Transmission Owner shall post information regarding the results of the Direct Sale on the ISO’s OASIS promptly after the extent such Direct Sale is completed. The information permitted by the terms governing any outstanding Debt Financing, or a consent or waiver thereunder to permit such Direct Sale is obtained (or reasonably expected to be obtained), the TGE Investors shall include: use commercially reasonable efforts to effect such Direct Sale as follows: (i) If such Direct Sale is effected from the amount holdings of TCCs sold ECI Acquiror: (in MWA) To the greatest extent possible (but without adversely impacting the economics of any other TGE Investor); (ii) the Point of Injection and Point of Withdrawal for each TCC sold; and (iii) the price paid for each TCC. Each Transmission Owner may retain its Grandfathered TCCs. If it sells Grandfathered TCCs, a Transmission Owner shall do so through Direct Sales or through Centralized TCC Auctions or Reconfiguration Auctions for periods not extending beyond the termination date of those TCCs. Payment for TCCs purchased in a such Direct Sale shall be effected as follows: (1) first, ECI Acquiror distributing the Interests, subject to a pro-rata portion of any outstanding Debt Financing (based on the aggregate number of Interests sold in accordance such Direct Sale relative to the total number of Interests held by the TGE Acquirors, the “Applicable Direct Sale Debt Financing”), to ECI Holdco; (2) second, ECI Holdco distributing the Interests, subject to the Applicable Direct Sale Debt Financing, to the ECI Aggregator; (3) third, ECI Aggregator distributing the Interests, subject to the Applicable Direct Sale Debt Financing, which Applicable Direct Sale Debt Financing shall be assumed by the Co-Investor requesting such Direct Sale, and redeeming a number of such ECI Aggregator LP Units held by the applicable Co-Investor in the same proportion as the Interests to be sold in such Direct Sale represent to the total number of Interests that were indirectly held by such Co-Investor immediately prior to the Direct Sale (on a look-through basis) in exchange for the Interests to be sold in such Direct Sale; (4) fourth, causing such Co-Investor to sell such Interests to the proposed third-party purchaser; and (5) fifth, the Co-Investor repaying the Applicable Direct Sale Debt Financing. (B) However, if the structure outlined in Section 4.2(c)(i)(A) is not achievable after the use of commercially reasonable efforts, the TGE Investors agree to cooperate regarding the execution and documentation of such Direct Sale and use commercially reasonable efforts to effect such transactions in a manner that does not subject another TGE Investor (other than the requesting Co-Investor) to any material adverse income tax or adverse economic consequences as a result of such Direct Sale, including by utilizing tax allocations and other items of income, gain, loss and deduction to cause any such gain from a sale or disposition to be allocated or economically borne by the selling party. Unless an alternative structure is agreed upon pursuant to this Section 4.2(c)(i)(B), such Direct Sale shall be reported in a manner that does not allocate any gain or loss to any TGE Investor other than the TGE Investor requesting the Direct Sale and effected as follows: (1) first, the proposed third-party purchaser purchasing such Interests from ECI Acquiror; (2) second, ECI Acquiror repaying the Applicable Direct Sale Debt Financing; (3) third, ECI Acquiror distributing the net proceeds after such debt repayment to applicable TGE Holdco; (4) fourth, the applicable TGE Holdco distributing such net proceeds to the applicable TGE Aggregator; and (5) fifth, the applicable TGE Aggregator redeeming a number of Aggregator LP Units held by the applicable Co-Investor in the same proportion as the Interests sold in such Direct Sale represent to the total number of Interests that were indirectly held by such Co-Investor through the applicable TGE Aggregator immediately prior to the Direct Sale (on a look-through basis). (ii) If such Direct Sale is effected from the holdings of Non-ECI Acquiror such Direct Sale shall be reported in a manner that does not allocate any gain or loss to any TGE Investor other than the TGE Investor requesting the Direct Sale (the “Non-ECI Gain Reporting”) and effected as follows: (A) first, the proposed third-party purchaser purchasing such Interests from Non-ECI Acquiror; (B) second, Non-ECI Acquiror repaying the Applicable Direct Sale Debt Financing; (C) third, Non-ECI Acquiror distributing the net proceeds after such debt repayment to Non-ECI Holdco; (D) fourth, Non-ECI Holdco distributing such net proceeds to Non-ECI Aggregator; and (E) fifth, Non-ECI Aggregator redeeming a number of Aggregator LP Units held by the applicable Co-Investor in the same proportion as the Interests sold in such Direct Sale represent to the total number of Interests that were indirectly held by such Co-Investor through Non-ECI Aggregator immediately prior to the Direct Sale (on a look-through basis). (iii) If such Direct Sale is effected from the holdings of Secondary Acquiror or any other entity through which two or more TGE Investors invest (other than Non-ECI Acquiror) (but only if Secondary Acquiror or such other entity is not then burdened by debt, it being understood that if Secondary Acquiror or such other entity is burdened by debt then the provisions of Section 4.2(c)(ii) or Section 4.2(c)(i) shall apply mutatis mutandis to the procedures for such disposition, as may be agreed by the Parties in the organizational documents of such entity): (A) first, redeeming a number of Secondary Acquiror LP Units held by the applicable Co-Investor in the same proportion as the Interests to be sold in such Direct Sale represent to the total number of Interests that were indirectly held by such Co-Investor immediately prior to the Direct Sale (on a look-through basis) in exchange for the Interests to be sold in such Direct Sale; and (B) second, causing such Co-Investor to sell such Interests to the proposed third-party purchaser. (iv) BIP Q LP shall indemnify Enagas Investor for any tax liability, including any interest and penalties related thereto, imposed on Enagas Investor as a direct result of any challenge by the U.S. Internal Revenue Service to the Non-ECI Gain Reporting. In the event of a Direct Sale in which Interests are distributed to any Co-Investor, such TGE Acquiror shall Transfer any and all applicable registration rights with the terms and conditions of the agreement between the buyer and sellerrespect to such Interests that such TGE Acquiror may have pursuant to any contract or other arrangement to such Co-Investor.