Common use of Governmental Regulation Clause in Contracts

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit regulation, in each case, limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries Subsidiary is subject to regulation under the Public Utility Holding Investment Company Act of 19351940, the Interstate Commerce Act, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit regulation, in each case, limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither Company Lessee nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of its obligations under the Obligations Transaction Documents unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable1940.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, the Interstate Commerce Act, any state public utilities code or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableIndebtedness.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither None of the Borrower, the Company nor any of its Subsidiaries or the Guarantors is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act Act, or the Investment Company Act of 1940 1940, or under any other federal or state statute or regulation which may limit limits its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness as contemplated by this Agreement.

Governmental Regulation. Neither the Company nor any of its Restricted Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation Law which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under (i) the Public Utility Holding Company Act of 1935, (ii) the Federal Power ActAct (other than as a "qualifying small power production facility", as such term is defined in PURPA), (iii) the Interstate Commerce Act or Act, (iv) the Investment Company Act of 1940 1940, or under (v) any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. (a) Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed as contemplated by this Agreement.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Material ----------------------- Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or Act, the Investment Company Act of 1940 1940, any state public utilities code or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation or under any comparable or equivalent laws of any applicable Governmental Authority which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal United States federal, Canadian federal, state or state provincial statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableguaranty Indebtedness.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act or Act, nor is an "investment company" as defined in the Investment Company Act of 1940 1940, or subject to regulation under the Investment Company Act of 1940, or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations Transaction Documents unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable1940.

Governmental Regulation. Neither Holdings nor Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. Neither the Borrower nor any of its Subsidiaries is a "registered investment company" or a company "

Governmental Regulation. Neither Company the Borrower nor any of its Material Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, the Interstate Commerce Act, any state public utilities code or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableIndebtedness.

Governmental Regulation. Neither Company the Parent nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness indebtedness for money borrowed or which may otherwise render all or any portion to obtain letters of the Obligations unenforceablecredit as contemplated hereby.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company Parent nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, the Interstate Commerce Act, any state public utilities code or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableIndebtedness.

Governmental Regulation. Neither Holdings nor Company nor any of its Company's Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Holdings nor Company nor any of its their respective Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation or under any other comparable or similar laws of any Governmental Authority which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Holding nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, or under to any other federal Federal or state statute or regulation which may limit regulation, domestic or foreign, limiting its ability to incur Indebtedness for money borrowed or which may otherwise render all to create Liens on any of its properties or any portion of assets to secure such Indebtedness that materially and adversely affects its ability to perform its obligations under the Obligations unenforceableLoan Documents.

Governmental Regulation. Neither Company nor any of its Company's Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableIndebtedness.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, or under subject to any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion regulates the incurring of indebtedness by the Obligations unenforceableCompany for borrowed money.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness (other than, with respect to Regulated Subsidiaries, applicable Healthcare Regulations) or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed as contemplated by this Agreement.

Governmental Regulation. Neither Company Obligor nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither No Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation Legal Requirement which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, the Interstate Commerce Act, any state public utilities code or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries Consolidated Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither the Company nor any of its Subsidiaries ----------------------- is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, or under subject to any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion regulates the incurring of indebtedness by the Obligations unenforceableCompany for borrowed money.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce 83 Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Restricted Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Company nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or Act, the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit such that Borrower's ability to incur indebtedness is limited or its ability to incur Indebtedness or which may otherwise render all or any portion of consummate the Obligations unenforceabletransactions contemplated by the Loan Documents is materially impaired.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.45 CREDIT AND GUARANTY AGREEMENT

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other Canadian, Commonwealth of Australia or U.S. federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor borrowed money.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness for borrowed money or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding the Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding the Company Act of 1935, the Federal Power Act, the Interstate Commerce Act Act, the ICC Termination Act, as amended, or the Investment Company Act of 1940 1940, as amended, or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or Contingent Obligations or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may (i) limit its ability to incur Indebtedness or which may (ii) otherwise render all or any portion of the Obligations unenforceableunenforceable except any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws or as otherwise disclosed herein.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. Neither Company nor any of its Subsidiaries is a "registered investment company" or a company "

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. Neither Holdings nor any of its Subsidiaries is a "registered investment company" or a company "

Governmental Regulation. Neither Company Holding nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability to incur Indebtedness for money borrowed or which may otherwise render all to create Liens on any of its properties or any portion of the Obligations unenforceableassets to secure such Indebtedness.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act (to the extent applicable to the transactions contemplated hereby) or the Investment Company Act of 1940 or under any other federal or state statute or regulation which in any case may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither either the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act 1935 or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed as contemplated by this Agreement.

Governmental Regulation. Neither Holdings nor Company nor any of its their respective Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation or under any other comparable or similar laws of any Governmental Authority which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. 104

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limits its ability to incur Indebtedness or which may otherwise render renders all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrowers nor any of its their Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 1940, the Federal Power Act or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. 95 97

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limits its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor None of Company, any Plessey Entity or any of its their respective Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. (a) Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or issue and perform its obligations under any portion of the Obligations unenforceableTransaction Document.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness (other than Gaming Laws) or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company the Borrower nor any of ----------------------- its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither the Company nor any of its the Subsidiaries of the Company is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 (including the rules and regulations promulgated under all of the foregoing) or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablepublic utilities laws.

Governmental Regulation. Neither Holdings, nor Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limits its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit Governmental Rule limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal United States federal, foreign, or state statute or regulation which may limit limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company Holdings, Borrower nor any of its their respective Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any Subsidiary of its Subsidiaries the Company is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or Act, the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit such that its ability to incur Indebtedness is limited or which may otherwise render all its ability to consummate the transactions contemplated hereby or any portion of by the Obligations unenforceableTransaction Documents is materially impaired.

Governmental Regulation. Neither Company None of the Borrowers nor any of its or their Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, Act or the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute Laws limiting its or regulation which may limit its their ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor Borrowed Money.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor borrowed money.

Governmental Regulation. Neither Parent, Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableunenforceable or may limit, impair or restrict the enforceability of any of the transactions contemplated by the Loan Documents.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither None of Holdings, the Company nor or any of its the Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablepublic utilities laws.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding the Company Act of 1935, the Federal Power Act, the Interstate Commerce Act Act, the ICC Termination Act, as amended, or the Investment Company Act of 1940 Act, or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or Contingent Obligations or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrowers nor any of its their Restricted Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation (other than the Bankruptcy Code) which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the DIP Obligations unenforceable.

Governmental Regulation. Neither Holdings nor Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.. 102

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation or under any other comparable or similar laws of any governmental authority which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither Company Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 19352005, the Federal Power Act, the Interstate Commerce Act or Act, the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablepublic utilities laws.

Governmental Regulation. Neither Company Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability to incur Indebtedness for money borrowed or which may otherwise render all to create Liens on any of its properties or any portion of the Obligations unenforceableassets to secure such Indebtedness.

Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may (i) limit its ability to incur Indebtedness or which may (ii) otherwise render all or any portion of the Obligations unenforceableunenforceable except any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws or as otherwise disclosed herein.

Governmental Regulation. Neither the Company nor any of its the Company's Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which that may otherwise render all or any portion of the Obligations hereunder unenforceable.

Governmental Regulation. Neither of the Borrower or the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act Act, or the Investment Company Act of 1940 1940, or under any other federal or state statute or regulation which may limit limits its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness as contemplated by this Agreement.

Governmental Regulation. Neither the Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Mattel, Inc. Second Amended and Restated Credit Agreement Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.

Governmental Regulation. Neither Company None of the Borrowers nor any of its their respective Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit limiting its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableindebtedness for money borrowed as contemplated hereby.

Governmental Regulation. Neither Company nor any of its Company’s Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act Act, or the Investment Company Act of 1940 or under to any other federal or state statute or regulation which may limit limiting its or their ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceableDebt.

Governmental Regulation. Neither the Company nor any of its ----------------------- Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or under to any other federal Federal or state statute or regulation which may limit limiting its ability in any material way to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceablefor money borrowed.