Common use of Governmental Actions Clause in Contracts

Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Lessee of, or the consummation by the Lessee of the transactions contemplated by, this Participation Agreement, any other Transaction Document or any Financing Document, except 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 and the Loan Participant, (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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delaware) is or will be required (a) in connection with the participation by the Owner Trustee, the Indenture Trustee, the Owner Participant or the Loan Participant in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (b) to be obtained by any of such Persons during the term of the Facility Lease with respect to Unit 1 except 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) as may be required by Applicable Law not now in effect, (iii) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner Trustee, (iv) 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 Unit 1, (V) as may be required by existing Applicable Law if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 1.

Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Lessee of, or the consummation by the Lessee of the transactions contemplated by, this Participation Agreement, any other Transaction Document or any Financing Document, except such Governmental Actions (i) as have been, or on or before the closing Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant and the Loan Participant, (ii) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the closing Closing Date in connection with the maintenance, use, possession or operation of Unit 1 2 or otherwise with respect to Unit 1 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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delaware) is or will be required (a) in connection with the participation by the Owner Trustee, the Indenture Trustee, the Owner Participant or the Loan Participant in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (b) to be obtained by any of such Persons during the term of the Facility Lease with respect to Unit 1 unit 2 except 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 Closing Date, (ii) as may be required by Applicable Law not now in effect, (iii) 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 Trustee, (iv) 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 Unit 12, (Vv) as may be required by existing Applicable Law if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 12.

Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Lessee of, or the consummation by the Lessee of the transactions contemplated by, this Participation Agreement, any other Transaction Document or any Financing Document, except such Governmental Actions (i) as have been, or on or before the closing Closing Date will have been, duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant and the Loan Participant, (ii) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the closing 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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delaware) is or will be required (a) in connection with the participation by the Owner Trustee, the Indenture Trustee, the Owner Participant or the Loan Participant in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Financing Document or (b) to be obtained by any of such Persons during the term of the Facility Lease with respect to Unit 1 except such Governmental Actions (i) as have been, or on or before the Closing 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) as may be required by Applicable Law not now in effect, (iii) 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 Trustee, (iv) 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 Unit 1, (Vv) as may be required by existing Applicable Law if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 1.

Governmental Actions. No Governmental Action under any Federal, North Carolina or New York law or the General Corporation Law of Delaware is or will be required in connection with the execution, delivery or performance by the Lessee Company and Funding Corp. of, or the consummation by the Lessee Company and Funding Corp. of the transactions contemplated by, this Participation Agreement, Agreement or any other Transaction Document to which it is, or any Financing Documentis to become, a party, except 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 and the Loan Participant, (ii) as may be required under existing Applicable Law Federal, Delaware, North Carolina or New York law to be obtained, given or accomplished from time to time after the closing Issuance Date in connection with the maintenance, use, possession or operation of Unit 1 the Project or otherwise with respect to Unit 1 the Project and the Lessee's or the Operating AgentCompany's involvement therewith and which are, for PVNGS, are routine in nature and which neither the Lessee Company nor Funding Corp. has no any reason to believe will not be timely obtained obtained, and (iii) as may be required under Applicable Law not now in effect. No Governmental Action (except by any Federal, Delaware, North Carolina or New York Governmental Authority is required including without limitation any Governmental Action as may be required by relating to the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Federal Power Act, the Investment Company Act, PUHCA, Environmental Law, any Governmental Authority of energy matters or in New York public utilities, or Delaware) the Project or is or will be required (ax) in connection with the participation by the Owner Trustee, the Indenture Trustee, the Owner Participant Bank or the Loan any Participant in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or in connection with the participation by the Trustee, Funding Corp. or any Financing Document Person in the consummation of the transactions contemplated by the Transaction Documents or (by) to be obtained by any of such Persons during prior to the term of the Facility Lease with respect to Unit 1 Termination Date, except such Governmental Actions (iA) as have been, or on or before the Closing Date Issuance Date, will have beenbe, 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, (iiB) as may be required by Applicable Law not now in effect, (iii) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner Trustee, (iv) 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 Unit 1, (V) as may be required by existing Applicable Law if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 1.

Governmental Actions. No Except for the Governmental Action 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 required in connection with the execution, delivery or performance by the Lessee ofa party, or (C) the consummation by the Lessee leasing of the transactions contemplated byUndivided Interest, this Participation Agreement, any other Transaction Document or any Financing Document, and (ii) no Governmental Approval (except 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 Approvals applicable to the Owner Participant and the Loan Participant, (ii) the Pass Through Trustees, the Owner Trust, or any Certificateholder as may be required 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 existing Applicable Law to be obtained, given or accomplished from time to time after the closing Date in connection with law of the maintenance, use, possession or operation State 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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delawarethe laws of the United States of America) is or will be required (aA) in connection with the participation by the Owner TrusteeParticipant, the Indenture TrusteePass Through Trustees, the Owner Participant Trust, or the Loan Participant any Certificateholder in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Lease Financing Document or (bB) to be obtained by any of such Persons during the term Lease Term, except in the case of the Facility Lease with respect to Unit 1 except such Governmental Actions either clause (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, (iii2) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner TrusteeTrust, (iv3) 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 Unit 1any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (V4) as may be required by existing Applicable Law Law, if, after termination or 13 expiration of the Facility Lease, the Lessee AEE or any other Person should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and AssumptionTrust, or (vi5) 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 Unit 1the 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 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. RIGHTS-OF-WAY AND OTHER CONSENTS AND APPROVALS. (a) No Governmental Action is Actions, Rights-of-Way or will be other consents or approvals are required by the Borrower, its Subsidiaries, any Contractor, any PTT or, to the best knowledge of the Borrower, any other Person in connection with the execution, delivery or performance by the Lessee of, or the consummation by the Lessee of the transactions contemplated by, this Participation Agreement, any other Transaction Document or any Financing Document, except 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 and the Loan ParticipantRefinancing, (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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delaware) is or will be required (a) in connection with the participation by the Owner Trustee, the Indenture Trustee, the Owner Participant or the Loan Participant Borrower and its Subsidiaries in the consummation of the transactions contemplated by this Participation Agreement, any Agreement and the other Transaction Document or any Financing Document or (b) to be obtained by any of such Persons during the term of the Facility Lease with respect to Unit 1 except 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) as may be required by Applicable Law not now in effectDocuments, (iii) as may be required in consequence the ownership and operation of the Project by the Borrower, the performance by the Borrower of any transfer of ownership Project Activity or the use by the Borrower of the Undivided Interest or the Real Property Interest FLAG System as contemplated by the Owner TrusteeC&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 in compliance with all Applicable Laws, (iv) the validity and enforceability of the Transaction Documents against the Borrower and its Subsidiaries and (v) the execution, delivery and performance of the 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 the Borrower or any of its Subsidiaries is a party and the validity and enforceability thereof and the perfection of and the exercise by the Collateral Trustee of its rights and remedies thereunder, except in each case for those Governmental Actions, Rights-of-Way and consents or approvals which have been duly obtained or made, are in full force and effect and are Final and those which are not required to have been obtained or made by the date on which this representation and warranty is made or deemed made and, as would of any date after the Closing Date on which representations and warranties are made or deemed made under this Agreement, except where the failure to so obtain such Governmental Actions, Rights-of-Way and consents or approvals could not reasonably be expected to have a Material Adverse Effect. (b) To the best of the Borrower's knowledge as of the Closing Date, Schedule 3.7(b) sets forth all the material Governmental Actions and Rights-of-Way that are required by existing to be obtained pursuant to any Project Document or Applicable Law upon termination or expiration of the Facility Lease in connection with taking possession of an interest in Unit 1, (V) as may be required the performance by existing Applicable Law if, after termination or expiration the Borrower of the Facility LeaseProject Activities (including, without limitation, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumptionsale, or (vi) as may be required in consequence of any exercise of remedies lease or other rights by disposition of Capacity on any such Person in connection with taking possession Segment of an interest in Unit 1the Project).

Governmental Actions. No Except for the Governmental Action 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 required in connection with the execution, delivery or performance by the Lessee ofa party, or (C) the consummation by the Lessee leasing of the transactions contemplated byUndivided Interest, this Participation Agreement, any other Transaction Document or any Financing Document, and (ii) no Governmental Approval (except 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 Approvals applicable to the Owner Participant and the Loan Participant, (ii) the Pass Through Trustees, the Owner Trust, or any Certificateholder as may be required 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 existing Applicable Law to be obtained, given or accomplished from time to time after the closing Date in connection with law of the maintenance, use, possession or operation State 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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delawarethe laws of the United States of America) is or will be required (aA) in connection with the participation by the Owner TrusteeParticipant, the Indenture TrusteePass Through Trustees, the Owner Participant Trust, or the Loan Participant any Certificateholder in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Lease Financing Document or (bB) to be obtained by any of such Persons during the term Lease Term, except in the case of the Facility Lease with respect to Unit 1 except such Governmental Actions either clause (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, (iii2) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner TrusteeTrust, (iv3) 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 Unit 1any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (V4) as may be required by existing Applicable Law Law, if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 1.or

Governmental Actions. No Except for the Governmental Action 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 required in connection with the execution, delivery or performance by the Lessee ofa party, or (C) the consummation by the Lessee leasing of the transactions contemplated byUndivided Interest, this Participation Agreement, any other Transaction Document or any Financing Document, and (ii) no Governmental Approval (except 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 Approvals applicable to the Owner Participant and the Loan Participant, (ii) the Pass Through Trustees, the Owner Trust, or any Certificateholder as may be required 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 existing Applicable Law to be obtained, given or accomplished from time to time after the closing Date in connection with law of the maintenance, use, possession or operation State 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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delawarethe laws of the United States of America) is or will be required (aA) in connection with the participation by the Owner TrusteeParticipant, the Indenture TrusteePass Through Trustees, the Owner Participant Trust, or the Loan Participant any Certificateholder in the consummation of the transactions contemplated by this Participation Agreement, any other Transaction Document or any Lease Financing Document or (bB) to be obtained by any of such Persons during the term Lease Term, except in the case of the Facility Lease with respect to Unit 1 except such Governmental Actions either clause (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, (iii2) as may be required in consequence of any transfer of ownership of the Undivided Interest or the Real Property Interest by the Owner TrusteeTrust, (iv3) 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 Unit 1any assets of AEE in accordance with the Support Agreements or any part thereof or the property purported to be covered by the Site Lease, (V4) as may be required by existing Applicable Law Law, if, after termination or expiration of the Facility Lease, the Lessee AEE or any other Person should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and AssumptionTrust, or (vi5) 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 Unit 1the 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. No Based on Governmental Action is or will be required Rules in connection with effect on the executiondate hereof (and assuming that the representations set forth in subsections 5.1.3, delivery or performance by the Lessee of5.1.8, or the consummation by the Lessee 6.1.3 and 8.1.3 of the transactions contemplated byExisting Participation Agreement are correct immediately prior to the Refinancing Date but without taking into account any assumption therein as to any representation by Lessee), this Participation Agreement, any other Transaction Document or any Financing Document, except such no Governmental Actions are or (iso far as Lessee can reasonably foresee) 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 and the Loan Participant, (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 Action (except Governmental Action as may be required by any Governmental Authority of or in New York or Delaware) is or will be required (a) in connection with the participation by the Lessee, Owner Trustee, the Indenture Trustee, the or Owner Participant or the Loan Participant in the consummation of the transactions contemplated by this Second Supplemental Participation Agreement, any other Transaction Document Agreement or any Financing Document of the other Refinancing Documents or (b) to be obtained in connection with the execution and delivery by any of such Persons during the term of any of the Facility Lease with respect to Unit 1 except such Governmental Actions Refinancing Documents except, in each case under clauses (a) and (b) above, (i) such as have beenmay be required 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 on Owner Participant (not including Governmental Rules specifically relating to ownership or before financing of electric utility assets applicable solely because of such Person’s execution of any of the Closing Date will have been, duly obtained, given Operative Documents or accomplished, with true copies thereof delivered to 6091.50.2831.27:2 Refinancing Documents or participation in the Owner Participant, the Owner Trustee and the Loan Participant prior to the closing Datetransactions contemplated thereby), (ii) 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 by Applicable Law not now in effectunder any Governmental Rule enacted or adopted after the date of this representation, (iiiiv) 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 or 2005 Series Bonds and the Real Property Interest by issuance of additional Bonds after the Owner TrusteeRefinancing 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 (ivwith 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 existing Applicable Law upon termination or expiration of the Facility 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 Unit 1, (V) into account any assumption therein as may be required to any representation by existing Applicable Law if, after termination or expiration of the Facility Lease, the Lessee should provide transmission services for the Owner Trustee or cease to be agent for the Owner Trustee as provided under the Assignment and Assumption, or (vi) 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 Unit 1Lessee).