Common use of Governmental Regulation Clause in Contracts

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.

Governmental Regulation. Borrower is and its Subsidiaries are not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal Applicable Law or state statute Governmental Authorization that restricts or regulation such that its limits their ability to incur indebtedness is limited Indebtedness or its ability to consummate perform or satisfy the transactions contemplated by the Loan Documents is materially impairedObligations.

Governmental Regulation. The Borrower is not 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, each as amended, or to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is limited subject to any regulation that would limit the ability of the Borrower to enter into or perform its ability to consummate the transactions contemplated by the Loan Documents is materially impairedobligations under this Agreement.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that Law limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impairedhereby.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or under any other federal or state statute or regulation such that which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. The Borrower is limited not a “registered investment company” or its ability to consummate a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is The Borrower, its Subsidiaries and any of the Guarantors are not, or after giving effect to any loan, will not be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, ICC Termination Act of 1995 or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not, or after giving effect to any Loan, will not be, subject to regulation under the Public Utility Holding Company Act of 1935regulation, the Federal Power Act, the Interstate Commerce Act, Act or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its which may limit their ability to incur the indebtedness is limited contemplated hereunder or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. Borrower is not, or after giving effect to any Loan, will not be, subject to regulation under the Public Utility Holding Company Borrower Act of 1935, the Federal Power Act, the Interstate Commerce Act, Act or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness for borrowed money.

Governmental Regulation. The Borrower is not, or after giving effect to any loan, will not be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, ICC Termination Act of 1995 or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness is limited Indebtedness or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. The Borrower is and its Subsidiaries are not, or after giving effect to any loan, will not be, 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not, or after giving effect to any loan, will not be, 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not 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 to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness for money borrowed.

Governmental Regulation. No Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.

Governmental Regulation. Neither such Borrower nor any of its Subsidiaries is not 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 Investment Company Federal Power Act of 1940 or any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impairedhereby.

Governmental Regulation. (a) The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1935 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions Indebtedness for money borrowed as contemplated by this Agreement or by the Loan Documents Notes. (b) The Borrower is materially impairednot an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Governmental Regulation. No Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal Law which regulates the incurring by Borrower of indebtedness, including but not limited to Laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. The Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness for borrowed money.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, ICC Termination Act of 1995 or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that which may limit its ability to incur the indebtedness is limited contemplated hereunder or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. Borrower is The Borrowers and their Subsidiaries are not, or after giving effect to any loan, will not be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, ICC Termination Act of 1995 or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its Borrower’s ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.

Governmental Regulation. Borrower is The Borrower, its Subsidiaries and its Affiliates are not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation Law such that the Borrower's, its Subsidiaries' and/or its Affiliates' ability to incur indebtedness is limited or its their ability to consummate the transactions contemplated by the Loan Documents hereby is materially impaired.

Governmental Regulation. Neither such Borrower nor any of its respective Subsidiaries is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents hereby is materially impaired.

Governmental Regulation. The Borrower is not 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, each as amended, or to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor money borrowed.

Governmental Regulation. Borrower is The Borrowers are not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness for borrowed money.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the and Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. The Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not 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, each as amended, or to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness for money borrowed. No Subsidiary is limited subject to any regulation that would limit the ability of Borrower to enter into or perform its ability to consummate the transactions contemplated by the Loan Documents is materially impairedobligations under this Agreement.

Governmental Regulation. Borrower is The Borrowers are not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not 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, each as amended, or to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is limited subject to any regulation that would limit the ability of the Borrower to enter into or perform its ability to consummate the transactions contemplated by the Loan Documents is materially impairedobligations under this Agreement.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal Law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of Indebtedness, including, but not limited to, laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedthis Agreement.

Governmental Regulation. Borrower is not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Borrower is limited not a “registered investment company” or its ability to consummate a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is The Borrowers are not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, power Act or the Investment Company Act of 1940 or to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not subject to regulation under ------------------------ the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal Law limiting or state statute or regulation such that regulating its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness for money borrowed.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that Law limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impairedhereby. 5.

Governmental Regulation. Borrower is not 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 (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. Borrower is not subject to regulation any Law limiting their ability to incur their obligations under any of the Financing Documents to which they are a party, including the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, or the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedFederal Power Act.

Governmental Regulation. The Borrower is not ----------------------- subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation Law such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents hereby is materially impaired. Furthermore, the Borrower is not as of the date hereof subject to rate regulation pursuant to any Law.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness is limited Indebtedness or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or to any other federal or state statute or regulation such that applicable Law limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 19352005, the Federal Power Act, the Interstate Commerce Act, Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation such that which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Borrower nor Parent is limited or its ability required to consummate register as an investment company under the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. Borrower None of the Borrowers and their respective Subsidiaries is not 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 Investment Company Federal Power Act of 1940 or any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impaired.hereby. 47 42

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by in the Loan Documents is materially impairedTransaction Documents.

Governmental Regulation. Borrower is not subject to ----------------------- regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that Law limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impairedhereby.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Credit Party is limited a “registered investment company” or its ability to consummate a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower Neither the Borrower, nor any Parent is not 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 any other foreign, federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby or by the Loan Documents is materially impairedRecoil Acquisition Agreements.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated hereby or by the Loan Documents is materially impairedDocuments.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation regulation, such that its ability to incur indebtedness is limited limited, or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.

Governmental Regulation. No Borrower is not subject limited in its ability to incur Indebtedness or its ability to consummate the transactions contemplated by the Loan Documents by reason of 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 any other federal or state statute or regulation such regulation. No Borrower is an entity that its ability is required to incur indebtedness is limited or its ability to consummate be registered as an investment company under the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal law which regulates the incurring by Borrower of indebtedness, including, but not limited to, laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. Borrower is The Borrowers are not subject to regulation any Law limiting their ability to incur their obligations under any of the Loan Documents to which they are a party, including the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, or the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedFederal Power Act.

Governmental Regulation. Borrower is not 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 Investment Company Federal Power Act of 1940 or any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate obtain the transactions contemplated by the Loan Documents is materially impairedLoans in accordance with this Agreement.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the such Acts have been amended), or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate law (other than Regulation X, 12 CFR 224) which regulates the transactions contemplated incurring by the Loan Documents is materially impairedBorrower of Indebtedness, including but not limited to laws relating to common contract carriers or the sale of electricity, gas, steam, water, or other public utility services.

Governmental Regulation. None of the Borrower or the Company is not ----------------------- 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 any other federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions as contemplated by the Loan Documents is materially impairedthis Agreement.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that may limit its ability to incur indebtedness is limited Indebtedness or its ability to consummate that may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, the Interstate Commerce Act (as any of the preceding have been amended), or any other federal Law which regulates the incurring by Borrower of indebtedness, including but not limited to laws relating to common or state statute contract carriers or regulation such that its ability to incur indebtedness is limited the sale of electricity, gas, steam, water, or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedother public utility services.

Governmental Regulation. Borrower is not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness is limited Debt or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. The Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.Indebtedness for borrowed money. 270034751 270134563

Governmental Regulation. Borrower is and its Subsidiaries are not 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 any other federal or state statute or regulation such that which may limit its ability to incur indebtedness is limited Indebtedness or its ability to consummate which may otherwise render all or any portion of the transactions contemplated by the Loan Documents is materially impairedObligations unenforceable.

Governmental Regulation. The Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, or under any other federal or state statute or regulation such that regulation, which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. The Borrower is limited or its ability not required to consummate be registered as an investment company as such term is defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940, the Interstate Commerce Act, the Investment Company Act of 1940 any state public utilities code or any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedIndebtedness.

Governmental Regulation. Borrower is not subject to regulation any Law limiting its ability to incur its obligations under any of the Loan Documents to which it is a party, including the Public Utility Holding Company Act of 1935, the Federal Power ActInvestment Company Act of 1940, the Interstate Commerce Act, the Investment Federal Power Act or the Bank Holding Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired1956.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 1940, or any other federal or state statute or regulation such that regulation, in each case, limiting its ability to incur indebtedness is limited or its ability to consummate the transactions for money borrowed as contemplated by the Loan Documents is materially impairedhereby.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 19352005, the Federal Power Act, the Interstate Commerce Act, Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation such that which may limit its ability to incur indebtedness Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Borrower is limited not a “registered investment company” or its ability to consummate a “principal underwriter” of a “registered investment company” as such terms are defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. Borrower is not 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 to any other federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedfor borrowed money.

Governmental Regulation. The Borrower is not 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 any other federal or state statute or regulation such that which limits its ability to incur indebtedness is limited or its ability to consummate the transactions as contemplated by the Loan Documents is materially impairedthis Agreement.

Governmental Regulation. Neither Borrower nor any of its Subsidiaries is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce ActAct (to the extent it would limit its ability to incur Debt for money borrowed), or the Investment Company Act of 1940 1940, or to any other United States federal or state statute or regulation such that limiting its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impairedDebt for money borrowed.

Governmental Regulation. Borrower is not subject to regulation under the Interstate Commerce Act, the Investment Company Act of 1940, the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation Requirements of Law such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by this Credit Agreement and the other Loan Documents or any document executed in connection therewith is materially impaired.

Governmental Regulation. Borrower is not subject to regulation under the Public Utility Holding Company Act of 19352005, the Federal Power Act, the Interstate Commerce Act, Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may otherwise render all or any portion of the Obligations, or any other obligation under this Note, unenforceable. Borrower is not a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such that its ability to incur indebtedness is limited or its ability to consummate terms are defined in the transactions contemplated by the Loan Documents is materially impairedInvestment Company Act of 1940.

Governmental Regulation. The Borrower is not 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, each as amended, or to any other federal Federal or state statute or regulation such that limiting its ability to incur indebtedness for money borrowed. No Subsidiary of the Borrower is limited subject to any regulation that would limit the ability of the Borrower or such Subsidiary to enter into or perform its ability to consummate obligations under this Agreement, the transactions contemplated by Guaranties or the other Loan Documents is materially impairedDocuments.

Governmental Regulation. Neither the Borrower nor any of its Subsidiaries is not subject to regulation under the Public Utility Holding Holdings Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation of any Governmental Authority such that its ability to incur indebtedness is limited or its 50 57 ability to consummate the transactions contemplated hereby or by the Loan other Transaction Documents is materially impaired.