Common use of Governmental Actions Clause in Contracts

Governmental Actions. Except for the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Term, except in the case of either clause (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Actions. Except for the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Term, except in the case of either clause (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.or

Governmental Actions. Except for the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii)There shall not have been instituted, pending or threatened any action or proceeding (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity investigation or the Owner Trust other inquiry that is reasonably likely to result in connection with (Asuch an action or proceeding) the acquisitionby any Governmental Authority or before any Governmental Authority or court of competent jurisdiction, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Term, except in the case of either clause (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there United States, that is no proceeding pending, or reasonably to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in an order, nor shall there be in effect any judgment, decree or order of any Governmental Authority or court of competent jurisdiction, or any other legal restraint, (i) preventing consummation of the Merger, (ii) prohibiting or limiting Parent from exercising all material rights and privileges pertaining to (A) its ownership of the Surviving Corporation or (B) the ownership or operation by Guarantor or any of its subsidiaries of all or a material portion, in the aggregate, of the business or assets of the Surviving Corporation and its subsidiaries, (iii) compelling Guarantor or any of its subsidiaries (including the Surviving Corporation and its subsidiaries) to dispose of or hold separate assets which are material, in the aggregate, to Guarantor or, in the case of the Surviving Corporation and its subsidiaries, to the Company, or (iv) imposing any liability as a result of the Merger or the transactions contemplated by this Agreement, which if borne by the Company would have a Material Adverse Effect.Effect on the Company (it being understood that any matter or circumstance that would cause clause (ii)(B) or clause (iii) not to be satisfied but for the last proviso of this Section 6.01(d) shall not cause clause (ii)(A) or clause (iv) not to be satisfied); provided that for purposes of this Section 6.01(d), a portion of the business or assets shall be deemed to be not material to the Company or the Surviving Corporation, if such portion of the business or assets accounts for no more than 2.5% of the total revenues of the Company and its subsidiaries taken as a whole, and a portion of the business or assets shall be deemed to be not material to Guarantor, if such portion of the business or assets accounts for no more than 2.5% of the total revenues of Guarantor's Healthcare Group;

Governmental Actions. Except for the No Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval Action is or will be required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and or performance by AEE the Lessee of, or the consummation by the Lessee of the Operative Documents to which it is transactions contemplated by, this Participation Agreement, any other Transaction Document or will be a partyany Financing Document, except such Governmental Actions (i) as have been, or (C) on or before the leasing of closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Undivided InterestOwner Participant and the Loan Participant, and (ii) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the closing Date in connection with the maintenance, use, possession or operation of Unit 1 or otherwise with respect to Unit 1 and the Lessee's or the Operating Agent's involvement therewith and which are, for PVNGS, routine in nature and which the Lessee has no reason to believe will not be timely obtained and (iii) as may be required under Applicable Law not now in effect. No Governmental Approval Action (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, Action as may be required by any Governmental Authority of or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of in New York or the laws of the United States of AmericaDelaware) is or will be required (Aa) in connection with the participation by the Owner ParticipantTrustee, the Pass Through TrusteesIndenture Trustee, the Owner Trust, Participant or any Certificateholder the Loan Participant in the consummation of the Lease transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (Bb) to be obtained by any of such Persons during the term of the Facility Lease Term, with respect to Unit 1 except in the case of either clause such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to 6091.50.2831.27:2 the Owner Participant, the Owner Trustee and the Loan Participant prior to the closing Date, (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2iii) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner TrustTrustee, (3iv) as would be required by existing Applicable Law upon termination or expiration of the Facility Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site LeaseUnit 1, (4V) as may be required by existing Applicable Law, Law if, after termination or expiration of the Facility Lease, AEE or any other Person the Lessee should provide transmission services for the Owner TrustTrustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (5vi) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectUnit 1.

Governmental Actions. Except for RIGHTS-OF-WAY AND OTHER CONSENTS AND APPROVALS. (a) No Governmental Actions, Rights-of-Way or other consents or approvals are required by the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii)Borrower, (i) no Governmental Approval is required its Subsidiaries, any Contractor, any PTT or, to be obtained in the name best knowledge of AEE or the Borrower, any AEE Entity or the Owner Trust other Person in connection with (Ai) the acquisitionRefinancing, (ii) the participation by the Borrower and its Subsidiaries in the transactions contemplated by this Agreement and the other Transaction Documents, (iii) the ownership and operation and maintenance of the FacilityProject by the Borrower, the Related Facility performance by the Borrower of any Project Activity or the use by the Borrower of the FLAG System as contemplated by the C&MA (including, without limitation, the sale, lease or other disposition of Capacity on any Segment of the Project) in accordance with the applicable provisions of the Transaction Documents and the Additional Facilitiesin compliance with all Applicable Laws, (Biv) the issuance validity and enforceability of the Pass Through Certificates Transaction Documents against the Borrower and its Subsidiaries and (v) the execution, delivery and performance by AEE of the Operative Financing Documents by the Borrower and its Subsidiaries, the borrowings by the Borrower hereunder and the grant by the Borrower and its Subsidiaries of the Liens created pursuant to the Security Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person Borrower or any of its Affiliates not contemplated Subsidiaries is a party and the validity and enforceability thereof and the perfection of and the exercise by the Operative Documents Collateral Trustee of its rights and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Termremedies thereunder, except in the each case of either clause (i) for those Governmental Actions, Rights-of-Way and consents or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (approvals which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issuedduly obtained or made, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) Final and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are not required under existing Applicable Law to be obtainedhave been obtained or made by the date on which this representation and warranty is made or deemed made and, reissued, or transferred from time to time as of any date after the Closing Date on which representations and AEE does not have any reason warranties are made or deemed made under this Agreement, except where the failure to believe that it will be unable to so obtain such Governmental Approvals in the ordinary course of business Actions, Rights-of-Way and at such time consents or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect.

Governmental Actions. Except for the No Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval Action is or will be required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and or performance by AEE the Lessee of, or the consummation by the Lessee of the Operative Documents to which it is transactions contemplated by, this Participation Agreement, any other Transaction Document or will be a partyany Financing Document, except such Governmental Actions (i) as have been, or (C) on or before the leasing of Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Undivided InterestOwner Participant and the Loan Participant, and (ii) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the Closing Date in connection with the maintenance, use, possession or operation of Unit 2 or otherwise with respect to Unit 2 and the Lessee's or the Operating Agent's involvement therewith and which are, for PVNGS, routine in nature and which the Lessee has no reason to believe will not be timely obtained and (iii) as may be required under Applicable Law not now in effect. No Governmental Approval Action (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, Action as may be required by any Governmental Authority of or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of in New York or the laws of the United States of AmericaDelaware) is or will be required (Aa) in connection with the participation by the Owner ParticipantTrustee, the Pass Through TrusteesIndenture Trustee, the Owner Trust, Participant or any Certificateholder the Loan Participant in the consummation of the Lease transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (Bb) to be obtained by any of such Persons during the term of the Facility Lease Term, with respect to unit 2 except in the case of either clause such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant, the Owner Trustee and the Loan Participant prior to the Closing Date, (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2iii) as may be required in consequence of any transfer of 6091.100.2898.27A:9 ownership of the Undivided Interest or the Real Property Interest by the Owner TrustTrustee, (3iv) as would be required by existing Applicable Law upon termination or expiration of the Facility Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site LeaseUnit 2, (4v) as may be required by existing Applicable Law, Law if, after termination or expiration of the Facility Lease, AEE or any other Person the Lessee should provide transmission services for the Owner TrustTrustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (5vi) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectUnit 2.

Governmental Actions. Except for the Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, or (C) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (A) in connection with the participation by the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder in the consummation of the Lease Financing or (B) to be obtained by any of such Persons during the Lease Term, except in the case of either clause (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2) as may be required in consequence of any transfer of ownership of the Undivided Interest by the Owner Trust, (3) as would be required by Applicable Law upon termination or expiration of the Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (4) as may be required by Applicable Law, if, after termination or 13 expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Governmental Actions. Except for the No Governmental Approvals set forth on Schedule 3.1(d)(i) and Schedule 3.1(d)(ii), (i) no Governmental Approval Action is or will be required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and or performance by AEE the Lessee of, or the consummation by the Lessee of the Operative Documents to which it is transactions contemplated by, this Participation Agreement, any other Transaction Document or will be a partyany Financing Document, except such Governmental Actions (i) as have been, or (C) on or before the leasing of Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Undivided InterestOwner Participant and the Loan Participant, and (ii) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the Closing Date in connection with the maintenance, use, possession or operation of Unit 1 or otherwise with respect to Unit 1 and the Lessee's or the Operating Agent's involvement therewith and which are, for PVNGS, routine in nature and which the Lessee has no reason to believe will not be timely obtained and (iii) as may be required under Applicable Law not now in effect. No Governmental Approval Action (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, Action as may be required by any Governmental Authority of or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of in New York or the laws of the United States of AmericaDelaware) is or will be required (Aa) in connection with the participation by the Owner ParticipantTrustee, the Pass Through TrusteesIndenture Trustee, the Owner Trust, Participant or any Certificateholder the Loan Participant in the consummation of the Lease transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (Bb) to be obtained by any of such Persons during the term of the Facility Lease Term, with respect to Unit 1 except in the case of either clause such Governmental Actions (i) as have been, or on or before the closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant, the Owner Trustee and the Loan Participant prior to the closing Date, (ii), such Governmental Approvals (1) as may be required by Applicable Law not now in effect, (2iii) as may be required in consequence of any transfer of 6091.100.2898.27:1 ownership of the Undivided undivided Interest or the Real Property Interest by the Owner TrustTrustee, (3iv) as would be required by existing Applicable Law upon termination or expiration of the Facility Lease in connection with taking possession of an interest in any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site LeaseUnit 1, (4v) as may be required by existing Applicable Law, Law if, after termination or expiration of the Facility Lease, AEE or any other Person the Lessee should provide transmission services for the Owner TrustTrustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (5vi) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(i)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse EffectUnit 1.

Governmental Actions. Except for Based on Governmental Rules in effect on the Governmental Approvals date hereof (and assuming that the representations set forth on Schedule 3.1(d)(i) in subsections 5.1.3, 5.1.8, 6.1.3 and Schedule 3.1(d)(ii8.1.3 of the Existing Participation Agreement are correct immediately prior to the Refinancing Date but without taking into account any assumption therein as to any representation by Lessee), (i) no Governmental Approval is required to be obtained in the name of AEE or any AEE Entity or the Owner Trust in connection with (A) the acquisition, operation and maintenance of the Facility, the Related Facility and the Additional Facilities, (B) the issuance of the Pass Through Certificates and the execution, delivery and performance by AEE of the Operative Documents to which it is or will be a party, Actions are or (Cso far as Lessee can reasonably foresee) the leasing of the Undivided Interest, and (ii) no Governmental Approval (except Governmental Approvals applicable to the Owner Participant, the Pass Through Trustees, the Owner Trust, or any Certificateholder as a result of activities by such Person or any of its Affiliates not contemplated by the Operative Documents and Governmental Approvals applicable to such parties other than under the law of the State of New York or the laws of the United States of America) is or will be required (Aa) in connection with the participation by the Lessee, Owner ParticipantTrustee, the Pass Through Trustees, the Owner TrustIndenture Trustee, or any Certificateholder Owner Participant in the consummation of the Lease Financing transactions contemplated by this Second Supplemental Participation Agreement or any of the other Refinancing Documents or (Bb) to be obtained in connection with the execution and delivery by any of such Persons during of any of the Lease TermRefinancing Documents except, except in the each case of either clause under clauses (a) and (b) above, (i) or (ii), such Governmental Approvals (1) as may be required by Applicable Law under applicable Governmental Rules providing for the supervision or regulation of the businesses of Owner Trustee (in its individual capacity or as Owner Trustee), Indenture Trustee, or Owner Participant (not now including Governmental Rules specifically relating to ownership or financing of electric utility assets applicable solely because of such Person’s execution of any of the Operative Documents or Refinancing Documents or participation in effectthe transactions contemplated thereby), (2ii) appropriate filings and recordings to perfect and assign an interest in the Lien of the Indenture and the filing of continuation statements with respect thereto at appropriate intervals, (iii) such as may be required under any Governmental Rule enacted or adopted after the date of this representation, (iv) the timely filing by Owner Participant and/or Owner Trustee of an amendment to Form U-7D under Rule 7(d) of the Commission, and (v) such as may be required in consequence of connection with any transfer of ownership refinancing or refunding of the Undivided Interest by 2005 Series Bonds and the Owner Trustissuance of additional Bonds after the Refinancing Date. The representation contained in this paragraph is given, to the extent applicable, in reliance on the representations and warranties contained in subsections 5.1.3 (3with respect to Governmental Actions and Governmental Rules), 5.1.5, 5.1.6, 5.1.7, 5.1.8, 6.1.3 (with respect to Governmental Actions and Governmental Rules), 6.1.7 and 8.1.3 (with respect to Governmental Actions and Governmental Rules) as would be required by Applicable Law upon termination or expiration of the Lease in connection Existing Participation Agreement and (with respect to Governmental Actions and Governmental Rules) Sections 4.03, 5.03, 5.08 and 6.03 hereof (but without taking possession of an interest in into account any assets of AEE in accordance with the Support Agreements or assumption therein as to any part thereof or the property purported to be covered representation by the Site Lease, (4) as may be required by Applicable Law, if, after termination or expiration of the Lease, AEE or any other Person should provide transmission services for the Owner Trust, (5) as may be required in consequence of any exercise of remedies or other rights by any such Person in connection with taking possession of an interest in the Facility or the property purported to be covered by the Site Lease, or (6) required as filings pursuant to the terms of a Governmental Approval (which filings AEE agrees to make promptly when required) and 76 other types of routine operating plans and filings required under Applicable Law. All of the Governmental Approvals set forth on Schedule 3.1(d)(i) have been validly issued, are in full force and effect and are non-appealable (except as indicated on Schedule 3.1(d)(iLessee)) and there is no proceeding pending, or to the Actual Knowledge of AEE, threatened, which seeks to, or which may reasonably be expected to, rescind, terminate, modify, condition, suspend or otherwise alter any such Governmental Approval (except as are necessary for the transfer or reissuance of such Governmental Approvals to AEE or any AEE Entity). Set forth on Schedule 3.1(d)(ii) are those Governmental Approvals which are required under existing Applicable Law to be obtained, reissued, or transferred from time to time after the Closing Date and AEE does not have any reason to believe that it will be unable to obtain such Governmental Approvals in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions contemplated by the Operative Documents. Each of AEE and the AEE Entities has obtained and is in compliance with all Governmental Approvals required to be obtained by it as of the date hereof unless the failure to obtain such approvals or such non-compliance therewith, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.