Common use of Energy Regulation Clause in Contracts

Energy Regulation. As of the Closing Date: (a) None of the Borrower, Diablo Holdings or Storage Holdings is (i) subject to regulation as a “public utility” under the FPA or (ii) a “holding company” under PUHCA other than with respect to one or more EWGs. (b) (i) Diablo is not subject to regulation as a “public utility,” but will be subject to regulation as a “public utility” as of the effective date of its MBR Authority, and Borrower is not aware of any reason why Diablo would not receive MBR Authority prior to such time as required under the FPA, and (ii) Diablo is not an “electric utility company,” as defined in PUHCA. (c) Each of Gateway and Vista (i) is subject to regulation as a “public utility,” under the FPA, (ii) has MBR Authority, which is in full force and effect, and (iii) is an EWG. FERC’s orders granting each of Gateway and Vista MBR Authority are final and no longer subject to rehearing before FERC or judicial review. (d) Each Loan Party is in compliance with the FPA and PUHCA, except where failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect. (e) The Diablo Base Utility RA Contract #1 has been approved by the CPUC, and the CPUC’s order approving the Diablo Base Utility RA Contract #1 is final, in full force and effect, and no longer subject to rehearing or judicial review. (f) No Loan Party is subject to any approval, obligation or regulation as a public utility, or equivalent term, by any Governmental Authority under any state law, by virtue of its ownership and operation of a Project and a Project Company’s sale of electric energy, capacity or ancillary services, except as set forth on Schedule 3.17. (g) Except as provided in this Section 3.19 and Schedule 3.17, and except as may be required for the exercise of remedies under the Transaction Documents, no approval is required to be obtained by any Loan Party from FERC or any other state or federal Governmental Authority with jurisdiction over the sales of energy, capacity and any ancillary services or the financial agreements of the Loan Parties for execution and delivery, the consummation of the Transactions contemplated by, or the performance of obligations under the Transaction Documents, including the ownership, operation, control and sale of energy, capacity and ancillary services by a Project Company from any Project. (h) None of the Lender Parties nor any “affiliate” (as that term is defined in PUHCA) of any of them will, solely as a result of the entering into any Loan Document or the consummation and/or performance of any of the Transactions, be subject to regulation under the FPA, PUHCA or state laws and regulations respecting the rates of, or the financial or organizational regulation of, electric utilities, except that the exercise by the Agents or the Lenders of certain foreclosure remedies allowed under the Transaction Documents may require prior approval of FERC and may subject the Agents, the Lenders and their “affiliates” (as that term is defined in PUHCA) to regulation under the FPA, PUHCA or state laws respecting the rates of, or the financial or organizational regulation of, electric utilities.

Energy Regulation. As of the Closing Date: (a) None of the Borrower, Diablo Holdings or Storage Holdings is (i) subject to regulation as a “public utility” under the FPA or (ii) a “holding company” under PUHCA other than with respect to one or more EWGs. (b) (i) Diablo is not subject to regulation as a “public utility,” but will be subject to regulation as a “public utility” as Each of the effective date of its MBR Authority, and Borrower is not aware of any reason why Diablo would not receive MBR Authority prior to such time as required under the FPA, and (ii) Diablo is not an “electric utility company,” as defined in PUHCA. (c) Each of Gateway and Vista Project Companies (i) is subject to regulation as a “public utility,” under the FPA, (ii) has MBR Authority, which is in full force and effect, and (iii) is not an “electric utility company” or a “public-utility company,” as defined in PUHCA, or is an EWG. FERCXXXX’s orders granting each of Gateway and Vista the Project Companies MBR Authority are final and no longer subject to rehearing before FERC or judicial review. (dc) Each Loan Party is in compliance with the FPA and PUHCA, except where failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect. (ed) The Diablo Base Utility RA Contract #1 has been approved by the CPUC, and the CPUC’s order approving the Diablo Base Utility RA Contract #1 is final, in full force and effect, and no longer subject to rehearing or judicial review. (e) The LeConte Utility RA Contract has been approved by the CPUC, and the CPUC’s order approving the LeConte Utility RA Contract is final, in full force and effect, and no longer subject to rehearing or judicial review. (f) Neither LeConte nor Centinela Solar Energy, LLC requires prior authorization from FERC or the CPUC for the sale and purchase of certain Shared Facilities pursuant to the Shared Facility Agreement. (g) No Loan Party is subject to any approval, obligation or regulation as a public utility, or equivalent term, by any Governmental Authority under any state law, by virtue of its ownership and operation of a Project and a Project Company’s sale of electric energy, capacity or ancillary services, except as set forth on Schedule 3.17. (gh) Except as provided in this Section 3.19 and Schedule 3.17, and except as may be required for the exercise of remedies under the Transaction Documents, no approval is required to be obtained by any Loan Party from FERC or any other state or federal Governmental Authority with jurisdiction over the sales of energy, capacity and any ancillary services or the financial agreements of the Loan Parties for execution and delivery, the consummation of the Transactions contemplated by, or the performance of obligations under the Transaction Documents, including the ownership, operation, control and the wholesale sale of energy, capacity and ancillary services by a Project Company from any Project. (hi) None of the Lender Parties nor any “affiliate” (as that term is defined in PUHCA) of any of them will, solely as a result of the entering into any Loan Document or the consummation and/or performance of any of the Transactions, be subject to regulation under the FPA, PUHCA or state laws and regulations respecting the rates of, or the financial or organizational regulation of, electric utilities, except that the exercise by the Agents or the Lenders of certain foreclosure remedies allowed under the Transaction Documents may require prior approval of FERC and may subject the Agents, the Lenders and their “affiliates” (as that term is defined in PUHCA) to regulation under the FPA, PUHCA or state laws respecting the rates of, or the financial or organizational regulation of, electric utilities.