Common use of Restrictions on Sales Related to Unincluded Capacity Clause in Contracts

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit EXHIBIT K. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K.J. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s its partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will the preceding sentence shall not apply if, before prior to entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-forty five (45) days after SCE’s receipt thereof; provided, provided that any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect Interconnect such additional generating capacity capacity, separately from the Generating Facility, to the Transmission Provider’s system, Provider to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will shall be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s its partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will the preceding sentence shall not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-forty five (45) days after SCE’s receipt thereof; provided, provided that any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect Interconnect such additional generating capacity capacity, separately from the Generating Facility, to the Transmission Provider’s system, Provider to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K.K.‌ (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K. (ii) EXHIBIT K. With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(iFive.6(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) : Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) ; Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) ; Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) and Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, energy or Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit EXHIBIT K. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, energy or Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, energy or Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit EXHIBIT K. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, energy or Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five forty‐five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, energy or Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit K.EXHIBIT K.‌ (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, energy or Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes;attributes;‌ (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any a generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s its partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will the preceding sentence shall not apply if, before prior to entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-forty five (45) days after SCE’s receipt thereof; provided, provided that any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect Interconnect such additional generating capacity capacity, separately from the Generating Facility, to the Transmission Provider’s system, Provider to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will shall be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s partial forfeiture of the Development Security Demonstrated Contract Capacity pursuant to Exhibit K.Section 3.04(c). (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will the preceding sentence shall not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-forty five (45) days after SCE’s receipt thereof; provided, provided that any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect Interconnect such additional generating capacity capacity, separately from the Generating Facility, to the Transmission Provider’s system, Provider to SCE’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s 's Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s 's Notice to Seller of Seller’s 's partial forfeiture of the Development Security pursuant to Exhibit K. (ii) With respect to Seller’s 's Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCE, any Seller’s 's Affiliate wishing to enter into a contract or sale provides SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to or no less favorable to SCE than the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s 's receipt thereof; provided, any Seller’s 's Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s 's reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s 's system, to SCE’s 's reasonable satisfaction. If the preceding conditions are met, Seller’s 's Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any generating facility installed at the Site to a party other than SCE Anaheim for a period of two (2) years following SCEAnaheim’s Notice to Seller of Seller’s partial forfeiture of the Development Security pursuant to Exhibit EXHIBIT K. (ii) With respect to Seller’s Affiliates, the prohibition on contracting and sale as set forth in Section 3.06(h)(i) will not apply if, before entering into the contract or making a sale to a party other than SCEAnaheim, any Seller’s Affiliate wishing to enter into a contract or sale provides SCE Anaheim with a written offer to sell the electric energy, Green AttributesAttributes and, if applicable, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE Anaheim on terms and conditions materially Table of Contents similar to or no less favorable to SCE Anaheim than the terms and conditions contained in this Agreement and SCE Anaheim fails to accept such offer within forty-five (45) days after SCEAnaheim’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must: (1) Build a new generating facility separate from the Generating Facility to produce such additional electric energy and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCEAnaheim’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCEAnaheim’s reasonable satisfaction. If the preceding conditions are met, Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third partiesparties from the new generating facility.

Restrictions on Sales Related to Unincluded Capacity. (i) Neither Seller nor Seller’s Affiliates any Shepherds Flat Affiliate may sell, or enter into an agreement to sell, electric energy, Green Attributes, Capacity Attributes or Resource Adequacy Benefits associated with or attributable to Unincluded Capacity from any a generating facility installed at the Site to a party other than SCE for a period of two (2) years following SCE’s Notice to Seller of Seller’s its partial forfeiture of the Development Security pursuant to Exhibit K.L. (ii) With respect to Seller’s Affiliates, the The prohibition on contracting and sale as set forth in Section 3.06(h)(i) will the preceding sentence shall not apply if, before prior to entering into the contract or making a sale to a party other than SCE, any Seller’s Affiliate wishing to enter into a contract Seller or sale provides Shepherds Flat Affiliates provide SCE with a written offer to sell the electric energy, Green Attributes, Capacity Attributes and Resource Adequacy Benefits related to Unincluded Capacity to SCE on terms and conditions materially similar to to, or no less favorable to SCE than than, the terms and conditions contained in this Agreement and SCE fails to accept such offer within forty-five (45) days after SCE’s receipt thereof; provided, any Seller’s Affiliate wishing to enter into a contract or sale must:. (1iii) Build Further, if the Unincluded Capacity is sold to a new generating facility separate third party in accordance with Section 3.04(e)(ii) above, the output from all wind turbines associated with such Unincluded Capacity must not be metered by or connected to the Generating Facility BPA Meter (including any and all metering services and related equipment required by the BPA) installed for the Demonstrated Nameplate Contract Capacity sold to produce such additional electric energy SCE hereunder and associated attributes; (2) Establish an entity other than Seller to act as the seller for such additional electric energy and associated attributes; (3) Meter such additional generating capacity separately from the Generating Facility, to SCE’s reasonable satisfaction; and (4) Separately interconnect such additional generating capacity to the Transmission Provider’s system, to SCE’s reasonable satisfaction. If the preceding conditions are met, of any Unincluded Capacity must not be Seller’s Affiliates (but not Seller) will be free to sell such additional electric energy and associated attributes to third parties.