Energy Regulatory. The Borrower shall not be or become (nor shall it permit any RG Facility Entity to be or become) subject to regulation (a) as a “natural-gas company” as such term is defined in the Natural Gas Act except to the extent that the Borrower (or any RG Facility Entity) is considered so when offering transportation services solely for the purpose of releasing firm transportation capacity on Rio Bravo Pipeline, LLC or other interstate natural gas pipeline, (b) under PUHCA, (c) as a “public utility,” as defined in the Federal Power Act, (d) under PURA or the PUCT Substantive Rules of the State of Texas as a “public utility,” or an “electric utility”, or be subject to rate regulation in the same manner as an “electric utility,” “public utility,” “retail electric provider,” “power marketer” or “transmission and distribution utility,” or (e) as a “gas utility” or be subject to rate regulation in the same manner as a “gas utility” pursuant to XXXX.
Energy Regulatory. (a) None of the Secured Parties shall, solely by reason of (i) the ownership, construction, operation and maintenance of the Projects as contemplated by the Project Documents, (ii) the sale and purchase of the Notes in accordance with this Agreement or the issuance of any Letters of Credit, (iii) the securing of the Secured Obligations by Liens on the Collateral (other than the exercise of remedies by any Secured Party) or (iv) any other transaction contemplated by this Agreement or any other Note Document, be deemed by any Governmental Authority to be, or to be subject to regulation as, an “electric utility,” “electrical corporation,” “electrical company,” “public utility” or “public utility holding company” or similar entity under any Applicable Laws of the United States, any state or any political subdivision of the United States or any state, including PUHCA and the FPA.
(b) The applicable Project Company has made all necessary filings with FERC for each Project that meets the criteria of a QF under PURPA as set forth in 18 C.F.R. § 292.204.
(c) If a Project is not exempt from PUHCA under 18 C.F.R. § 292.602, the applicable Project Company has made all necessary filings with FERC to be an EWG under PUHCA.
(d) If not exempt from the FPA or FPA Sections 204, 205 and Section 206 under 18 C.F.R. § 292.601, except as noted in this Section 5.17(d), the applicable Project Company has made all necessary filings with FERC for such Project Company to have obtained MBR Authority under the FPA and such Project Company retains such MBR Authority, which is not subject to any pending challenge or investigation at FERC, and FERC has not issued any orders imposing a rate cap, mitigation measure, or other limitation on a Project Company’s authority to engage in sales pursuant to such MBR Authority, other than challenges, investigations, rate caps and mitigation measures generally applicable to wholesale sellers participating in the applicable electric market(s). Chevron Solar Star Lost Hills has filed with FERC to obtain MBR Authority before the date of Closing. The Company is not aware of any fact or circumstance (x) that would prevent or unduly delay the Chevron Solar Star Lost Hills from obtaining MBR Authority, (y) that would cause such MBR Authority to be subject to any challenge or investigation at FERC, or (z) that would cause such MBR Authority to be subject to any orders issued by FERC imposing a rate cap, mitigation measure, or other limitation on Chevron Sola...
Energy Regulatory. Neither the Company nor any of its Subsidiaries (i) is subject to regulation by the Federal Energy Regulatory Commission (“FERC”) as a “public utility”, “electric utility company”, “public-utility company” or “holding company” within the meaning of the, as applicable, Federal Power Act, as amended (“FPA”), or Public Utility Holding Company Act of 2005, (ii) has previously made at FERC, or currently has on file with FERC, any rate or other filings under FPA section 205, (iii) is subject to regulation as a “public utility”, “electric utility”, “electric corporation” or similar term by any state Governmental Authority, or (iv) is subject to regulation as a “public utility” or similar term by any Canadian Governmental Authority.
Energy Regulatory. (a) For each Project Company making wholesale sales of electric energy, (i) the relevant photovoltaic solar facility is a QF entitled to the exemption from FPA sections 205 and 206 in 18 C.F.R. § 292.601(c)(1) or the Project Company has Market-Based Rate Authorization, and (ii) the relevant photovoltaic solar facility is a QF entitled to the exemption from PUHCA in 18 C.F.R. § 292.602(b) or the Project Company is an EWG. Each Project Company is exempt from regulation under PUHCA or is subject to regulation under PUHCA only with respect to regulations relating to maintaining EWG status, and any regulation as a “subsidiary company” or an “affiliate” of a “holding company,” as such terms are used within the meaning of 42 U.S.C. § 16451, with respect to its relationship to such Project Company’s direct owner. Each Project Company making wholesale sales of electric energy and subject to regulation under FPA section 205 has filed all shared facilities agreements with FERC, as required, and such shared facilities agreements have been accepted by FERC.
(b) No Project Company is subject to the general jurisdiction of a state public utility or public service commission as a public utility or electrical corporation solely as a result of the sale of electricity pursuant to any power purchase agreement or other contract for the sale of electricity to which the Project Company is a party as of the date of this Agreement.
Energy Regulatory. (a) Neither the Company nor any Company Subsidiary is currently subject to, or not exempt from, regulation as a “holding company,” an “associate company” of a “holding company,” or a “public utility company” as those terms are defined and used in the Public Utility Holding Company Act of 2005 and the regulations promulgated thereunder, by virtue of the exemptions or waivers set forth in 18 C.F.R. § 366.3. Each Operating Project is either an exempt wholesale generator under 18 C.F.R. part 366 or a qualifying small power production facility that receives the exemptions and waivers set forth in 18 C.F.R. § 292.602(b).
(b) Each Project Company with an Operating Project that sells energy, capacity, or ancillary services at wholesale, (i) is either exempt from section 205 of the FPA, or (ii) has MBR Authority.
(c) Each Remaining 2017 Project, if constructed as proposed, will meet the eligibility requirements for maintaining either (i) qualifying small power production facility status under 18 C.F.R. part 292 and at a maximum net power production capacity, as calculated under 18 C.F.R. § 292.204, of no greater than 30 MWac, or (ii) exempt wholesale generator status under 18 C.F.R. part 366. 1440241.11A-WASSR01A - MSW
(d) Each of the Projects in the State of New York qualifies as an “alternative energy production facility” as such term is defined under Section 2-b of the New York Public Service Law.
Energy Regulatory. (a) None of the Project Companies has filed a rate schedule with FERC. Each Project is a “qualifying small power production facility” as defined in Section 3(17)(C) of the FPA, 16 U.S.C. § 796(17)(C), and the implementing regulations of FERC at 18 C.F.R. §§ 292.101(b)(1), 292.203 and 292.204 (“QF”) and each Project Company is eligible for the exemptions from regulation as set forth in 18 C.F.R. §§ 292.601(c) (including exemption from FPA Sections 205 and 206), 292.602(b) and 292.602(c). Unless exempt from the filing requirement pursuant to 18 C.F.R. § 292.203(d), each Project Company has validly obtained QF status for its respective Project through filing a notice of QF self-certification with FERC. No Project generated electric energy (including test energy) or engaged in sales of energy or capacity prior to obtaining QF status. Each Project is either (i) a single qualifying small power production facility in accordance with 18 C.F.R. Part 292 and is not consolidated with any other Project or any other qualifying small power production facility for any purpose for applicable Law or (ii) consolidated with another Project or qualifying small power production facility and treated as a combined facility that does not exceed an aggregate capacity of twenty (20) megawatts on an alternating current basis.
(b) None of the Target Group Companies is subject to regulation by a state public utility commission or other Governmental Authority as a “public utility” (or similar designation) under applicable state law.
