Common use of Certain Regulatory Matters Clause in Contracts

Certain Regulatory Matters. (i) Except for billing disputes with customers arising in the ordinary course of business that in the aggregate involve immaterial amounts, there are no proceedings or investigations pending or, to the actual knowledge of the executive officers of Teleglobe, threatened, before any Governmental Entity directed specifically at Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on Teleglobe, in which any of the following matters are being considered which are reasonably likely to have a Material Adverse Effect on Teleglobe, nor has Teleglobe or any of its Subsidiaries received written notice or inquiry from any Governmental Entity, indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe which are reasonably likely to have a Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on Teleglobe: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental Entity. (ii) Neither Teleglobe nor any of its Subsidiaries has any outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe and remain outstanding) regarding (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) expenses, infrastructure expenditures, service quality or other regulatory requirements, to or by any Governmental Entity, in each case which are reasonably likely to have a Material Adverse Effect on Teleglobe. (iii) Teleglobe has not transferred, sold any interest in or otherwise taken any action to reduce its control over any Federal or national or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such authorizations, subject to regulatory approval, would not violate the terms of any agreement to which Teleglobe is a party or by which Teleglobe is bound, or impinge the rights of any third party.

Certain Regulatory Matters. (i) Except for billing disputes with customers arising in the ordinary course of business that in the aggregate involve immaterial amounts, there are no proceedings or investigations pending or, to the actual knowledge of the executive officers of TeleglobeExcel, threatened, before any Governmental Entity directed specifically at Teleglobe Excel or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe Excel is identified for possible disparate treatment, treatment or whose outcome may have a disparate impact on TeleglobeExcel, in which any of the following matters are being considered which are reasonably likely to have a Material Adverse Effect on TeleglobeExcel, nor has Teleglobe Excel or any of its Subsidiaries received written notice or inquiry from any Governmental Entity, indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe Excel which are reasonably likely to have a Material Adverse Effect on Teleglobe Excel or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe Excel is identified for possible disparate treatment, treatment or whose outcome may have a disparate impact on Teleglobe: Excel; (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by any Governmental Entity. (ii) Neither Teleglobe Excel nor any of its Subsidiaries has any outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe Excel or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe Excel is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe Excel (and no such obligations have been imposed upon Teleglobe Excel and remain outstanding) regarding ), regarding; (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) expenses, infrastructure expenditures, service quality or other regulatory requirements, to or by any Governmental Entity, in each case which are reasonably likely to have a Material Adverse Effect on TeleglobeExcel. (iii) Teleglobe Other than in the context of a reorganization involving pro forma transfer of authorizations, Excel has not transferred, sold any interest in or otherwise taken any action to reduce its control over any Federal or national or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such authorizations, subject to regulatory approval, would not violate the terms of any agreement to which Teleglobe Excel is a party or by which Teleglobe Excel is bound, or impinge the rights of any third party.

Certain Regulatory Matters. (ia) Except as disclosed in Section 3.13(a) of the Company Disclosure Letter, and except for billing disputes with customers Customers arising in the ordinary course of business that involve in the aggregate involve immaterial amountsan amount less than $100,000, there are no proceedings or investigations pending or, to the actual knowledge of the executive officers of TeleglobeSellers' knowledge, threatened, investigations pending or threatened before any Governmental Entity directed specifically at Teleglobe ordomestic or foreign court or any administrative, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, governmental or whose outcome may have a disparate impact on Teleglobe, regulatory body (including without limitation those in which any of the following matters are is being considered considered) which are could reasonably likely be expected to have a Company Material Adverse Effect on TeleglobeEffect, nor has Teleglobe or any of its Subsidiaries Seller received written notice or inquiry from any Governmental Entitysuch body, government official, consumer advocacy or similar organization or any private party indicating that any of such matters should be considered or may become the object subject of consideration or investigation specifically regarding Teleglobe which are individually or in the aggregate could reasonably likely be expected to have a Company Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on TeleglobeEffect: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customersCustomers; (x) reduction of earnings; (yii) refunds or other forfeitures of amounts previously charged to customersCustomers; or (ziii) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental Entityany administrative, governmental or regulatory body; or (iv) unauthorized switching of Customers (a/k/a "slamming") or inappropriate billing of Customers. (iib) Neither Teleglobe nor any Except as disclosed in Section 3.13(b) of its Subsidiaries the Company Disclosure Letter, no Seller has any outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe any Seller and remain outstanding) regarding regarding: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customersCustomers; (x) reduction of earnings; (yii) refunds or other forfeitures of amounts previously charged to customersCustomers; or (ziii) expenses, infrastructure expenditures, service quality or other regulatory requirements, requirements to or by any Governmental Entitydomestic or foreign court, administrative, governmental or regulatory body, government official, consumer advocacy or similar organization, in each case which are individually or in the aggregate could reasonably likely be expected to have a Company Material Adverse Effect on TeleglobeEffect. (iiic) Teleglobe No Seller has not transferred, sold any interest in in, or otherwise taken any action to reduce diluted its control over any Federal or national federal or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such licenses, certificates, approvals and other authorizations, subject to regulatory approval, would not violate the terms of any agreement Contract to which Teleglobe any Seller is a party or by which Teleglobe such Seller is bound, or impinge the rights of any third party, except as disclosed in Section 3.13(c) of the Company Disclosure Letter.

Certain Regulatory Matters. (ia) Except as disclosed in Section 3.26 of the IWL Disclosure Schedule and except for billing disputes with customers arising in the ordinary course of business that in the aggregate involve immaterial amounts, there are no proceedings or or, to IWL's knowledge, investigations pending or, to the actual knowledge of the executive officers of TeleglobeIWL's knowledge, threatened, threatened before any Governmental Entity directed specifically at Teleglobe ordomestic or foreign court, in the case of matters of general applicability to the telecommunications industryadministrative, in which Teleglobe is identified for possible disparate treatment, governmental or whose outcome may have a disparate impact on Teleglobe, regulatory body in which any of the following matters are being considered which are could reasonably likely be expected to have a Material Adverse Effect on TeleglobeIWL, nor has Teleglobe IWL or any of its Subsidiaries received written notice or inquiry from any Governmental Entitysuch body, government official, advocacy or similar organization or any private party indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on TeleglobeIWL: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental Entityany administrative, governmental or regulatory body; or (v) increase in termination or access charges or other rates paid or payable by IWL to its suppliers. (iib) Neither Teleglobe Except as disclosed in Section 3.26 of the IWL Disclosure Schedule, neither IWL nor any of its Subsidiaries has any outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe IWL and remain outstanding) regarding (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) expenses, infrastructure expenditures, service quality or other regulatory requirements, requirements to or by any Governmental Entitydomestic or foreign court, administrative, governmental or regulatory body, government official, consumer advocacy or similar organization, in each case which are could reasonably likely be expected to have a Material Adverse Effect on TeleglobeIWL. (iiic) Teleglobe IWL has not transferred, sold any interest in in, or otherwise taken any action to reduce diluted its control over any Federal or national federal or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such authorizations, subject to regulatory approval, would not violate the terms of any agreement to which Teleglobe IWL is a party or by which Teleglobe is bound, or impinge the rights of any third party. (d) IWL has no current liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against IWL giving rise to any liability) arising out of any injury to persons or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by IWL. Any such claims would be fully covered to the extent of the dollar limitations of IWL's product liability insurance. There are no recalls, threatened or pending, and no federal investigative reports have been filed or were required to have been filed with respect to any of IWL's products.

Certain Regulatory Matters. (ia) Except as disclosed in Section 2.29 of the Company Disclosure Schedule, and except for billing disputes with customers arising in the ordinary course of business that in the aggregate involve immaterial amounts, there are no proceedings or investigations pending or, to the actual knowledge of the executive officers of TeleglobeCompany's knowledge, threatened, investigations pending or threatened before any Governmental Entity directed specifically at Teleglobe ordomestic or foreign court, in the case of matters of general applicability to the telecommunications industryadministrative, in which Teleglobe is identified for possible disparate treatment, governmental or whose outcome may have a disparate impact on Teleglobe, regulatory body in which any of the following matters are being considered which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobethe Company, nor has Teleglobe the Company or any of its Subsidiaries received written notice or inquiry from any Governmental Entitysuch body, government official, consumer advocacy or similar organization or any private party indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on TeleglobeCompany: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental Entityany administrative, governmental or regulatory body; or (v) increase in termination or access charges or other rates paid or payable by the Company to its suppliers. (iib) Neither Teleglobe Except as disclosed in Section 2.29 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe the Company and remain outstanding) regarding (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) expenses, infrastructure expenditures, service quality or other regulatory requirements, requirements to or by any Governmental Entitydomestic or foreign court, administrative, governmental or regulatory body, government official, consumer advocacy or similar organization, in each case which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobethe Company. (iiic) Teleglobe The Company has not transferred, sold any interest in in, or otherwise taken any action to reduce diluted its control over any Federal or national federal or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such authorizations, subject to regulatory approval, would not violate the terms of any agreement to which Teleglobe the Company is a party or by which Teleglobe the Company is bound, or impinge the rights of any third party. (d) The Company has no current liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against the Company giving rise to any liability) arising out of any injury to persons or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company. Any such claims would be fully covered to the extent of the dollar limitations of the Company's product liability insurance. There are no recalls, threatened or pending, and no federal investigative reports have been filed or were required to have been filed with respect to any of the Company's products.

Certain Regulatory Matters. (a) Neither Borrower nor any Subsidiary of Borrower is a "registered holding company" or a "subsidiary company" or an "affiliate" of a "registered holding company" or a company which is required to be registered as a "holding company" as such terms are defined under PUHCA. (b) Each member of the NEG Group that owns assets subject to the jurisdiction of FERC pursuant to the FPA or sells power at wholesale in the United States is and at all relevant times has been either: (i) Except a QF; (ii) certified by FERC as an EWG, has been granted by FERC the waivers from regulation under the FPA typically granted to EWGs with market rate authority, and has been granted by FERC market rate authority without qualifications, conditions or restrictions other than those typically imposed on utility affiliates; or (iii) a power marketer which owns no physical assets used for billing disputes the generation, transmission or distribution of electric energy as such terms are used in PUHCA, has been granted by FERC the waivers from regulation under the FPA typically granted to power marketers, and has been granted by FERC market rate authority without qualifications, conditions or restrictions other than those typically imposed on utility affiliates. The applications and additional information submitted in connection with customers arising the certifications for QF status, applications for EWG certification, applications for power marketer status, and applications for market rate authority were accurate and complete in all material respects when made and, as amended or supplemented from time-to-time, remained at all relevant times and currently remain accurate and complete in all respects affecting the eligibility for QF status, EWG status, power marketer status, or market rate authority as applicable, and each such FERC authorization or certification is in full force and effect. (c) Each member of the NEG Group (other than a QF during the period during which it was a QF) that owns assets subject to the jurisdiction of FERC pursuant to the FPA or sells power at wholesale in the ordinary course United States has charged rates or provided services only pursuant to either: (i) one or more rate schedules on file with FERC; or (ii) market rate contracts in compliance with such entity's market rate authority from FERC, in each case, except such noncompliances with ongoing ministerial FERC filing requirements previously disclosed in writing to Lenders and other noncompliances which, in each case, could not reasonably be expected to affect the status of business that in the aggregate involve immaterial amounts, there are no proceedings or investigations pending or, to the actual knowledge any member(s) of the executive officers of Teleglobe, threatened, before any Governmental Entity directed specifically at Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, NEG Group as an EWG or whose outcome may have a disparate impact on Teleglobe, in which any of the following matters are being considered which are reasonably likely to power marketer or have a Material Adverse Effect on Teleglobeor result in a Material Adverse Change to NEG, nor has Teleglobe Inc. or any of the NEG Subsidiaries. Each QF during the period it was a QF has sold power only in a manner consistent with its Subsidiaries received written notice or inquiry from any Governmental Entity, indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe which are reasonably likely to have status as a Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on Teleglobe: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental EntityQF. (d) Each member of the NEG Group which owns natural gas assets, sells natural gas or provides services subject to the jurisdiction of FERC pursuant to the Natural Gas Act, as amended, or the Natural Gas Policy Act of 1978, as amended, (i) has a rate schedule on file with FERC; (ii) has charged rates and provided services only pursuant to such filed rates; and (iii) has complied and complies in all material respects with the requirements of FERC orders applicable to such member of the NEG Group. (e) No member of the NEG Group is subject to Utility Regulation other than as set forth in Schedule 5.16(e). (f) Neither Teleglobe the Borrower nor LLC directly owns any assets subject to the jurisdiction of FERC pursuant to the FPA. (g) Except with respect to material licenses issued for the Xxxxxxx Point and Salem Harbor Stations for monitoring equipment used to measure coal supply, no member of the NEG Group is subject to regulation under the Atomic Energy Act of 1954. (h) The Borrower and each of its Subsidiaries has any outstanding commitments made is in material compliance with all orders of the CPUC applicable to it, including without limitation, the conditions set forth in the context orders setting forth the conditions for the creation of a matter or proceeding related specifically the Borrower and any subsequent CPUC proceedings, Pacific Gas and Electric Company, 69 CPUC2nd 167 (Nov. 6, 1996), Pacific Gas and Electric Company, 194 PUR4th 1 (April 22, 1999), and all other CPUC orders purporting to Teleglobe or, in the case of matters of general applicability apply to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment Borrower or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe and remain outstanding) regarding (u) increases in access charges, universal service contributions or its Subsidiaries regardless of whether the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) expenses, infrastructure expenditures, service quality or other regulatory requirements, to or by any Governmental Entity, in each case which are reasonably likely to have a Material Adverse Effect on TeleglobeCPUC had jurisdiction. (iiii) Teleglobe has not transferred, sold The Borrower and each of its Subsidiaries subject to Utility Regulations is in material compliance with the requirements of Utility Regulation applicable to it. (j) None of the Borrower or any interest in member of the NEG Group is subject to any statute or otherwise taken any action to reduce its control over any Federal regulation which would prohibit or national or state or provincial regulatory licenses, certificates, approvals or other authorizations require approval of the transactions contemplated under which it operates, U.S., Canadian or foreign, this Agreement and the transfer of such authorizationsother Financing Documents, subject to regulatory approval, would not violate the terms of including any agreement to which Teleglobe is a party or by which Teleglobe is bound, or impinge the rights of any third partyUtility Regulation.

Certain Regulatory Matters. (ia) Except as disclosed in Section 2A.28 of the Partnership Disclosure Schedule and except for billing disputes with customers arising in the ordinary course of business that in the aggregate involve immaterial amounts, there are no proceedings or investigations pending or, to the actual knowledge of the executive officers of TeleglobePartnership's knowledge, threatened, investigations pending or threatened before any Governmental Entity directed specifically at Teleglobe ordomestic or foreign court, in the case of matters of general applicability to the telecommunications industryadministrative, in which Teleglobe is identified for possible disparate treatment, governmental or whose outcome may have a disparate impact on Teleglobe, regulatory body in which any of the following matters are being considered which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobethe Partnership, nor has Teleglobe or any of its Subsidiaries the Partnership received written notice or inquiry from any Governmental Entitysuch body, government official, advocacy or similar organization or any private party indicating that any of such matters should be considered or may become the object of consideration or investigation specifically regarding Teleglobe which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on TeleglobePartnership: (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental Entityany administrative, governmental or regulatory body; or (v) increase in termination or access charges or other rates paid or payable by the Partnership to its suppliers. (iib) Neither Teleglobe nor any Except as disclosed in Section 2A.28 of its Subsidiaries the Partnership Disclosure Schedule, the Partnership has any no outstanding commitments made in the context of a matter or proceeding related specifically to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe the Partnership and remain outstanding) regarding (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (wi) reduction or restriction of rates charged to customers; (xii) reduction of earnings; (yiii) refunds or other forfeitures of amounts previously charged to customers; or (ziv) expenses, infrastructure expenditures, service quality or other regulatory requirements, requirements to or by any Governmental Entitydomestic or foreign court, administrative, governmental or regulatory body, government official, consumer advocacy or similar organization, in each case which are could reasonably likely be expected to have a Material Adverse Effect on Teleglobethe Partnership. (iiic) Teleglobe The Partnership has not transferred, sold any interest in in, or otherwise taken any action to reduce diluted its control over any Federal or national federal or state or provincial regulatory licenses, certificates, approvals or other authorizations under which it operates, U.S., Canadian or foreign, and the transfer of such authorizations, subject to regulatory approval, would not violate the terms of any agreement to which Teleglobe the Partnership is a party or by which Teleglobe the Partnership is bound, or impinge the rights of any third party. (d) The Partnership has no current liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against the Partnership giving rise to any liability) arising out of any injury to persons or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Partnership. Any such claims would be fully covered to the extent of the dollar limitations of the Partnership's product liability insurance. There are no recalls, threatened or pending, and no federal investigative reports have been filed or were required to have been filed with respect to any of the Partnership's products.

Certain Regulatory Matters. (a) Neither Borrower nor any Subsidiary of -------------------------- Borrower is a "registered holding company" or a "subsidiary company" or an "affiliate" of a "registered holding company" or a company which is required to be registered as a "holding company" as such terms are defined under PUHCA. (b) Each member of the NEG Group that owns assets subject to the jurisdiction of FERC pursuant to the FPA or sells power at wholesale in the United States is and at all relevant times has been either: (i) Except a QF; (ii) certified by FERC as an EWG, has been granted by FERC the waivers from regulation under the FPA typically granted to EWGs with market rate authority, and has been granted by FERC market rate authority without qualifications, conditions or restrictions other than those typically imposed on utility affiliates; or (iii) a power marketer which owns no physical assets used for billing disputes the generation, transmission or distribution of electric energy as such terms are used in PUHCA, has been granted by FERC the waivers from regulation under the FPA typically granted to power marketers, and has been granted by FERC market rate authority without qualifications, conditions or restrictions other than those typically imposed on utility affiliates. The applications and additional information submitted in connection with customers arising the certifications for QF status, applications for EWG certification, applications for power marketer status, and applications for market rate authority were accurate and complete in all material respects when made and, as amended or supplemented from time-to-time, remained at all relevant times and currently remain accurate and complete in all respects affecting the eligibility for QF status, EWG status, power marketer status, or market rate authority as applicable, and each such FERC authorization or certification is in full force and effect. (c) Each member of the NEG Group (other than a QF during the period during which it was a QF) that owns assets subject to the jurisdiction of FERC pursuant to the FPA or sells power at wholesale in the ordinary course United States has charged rates or provided services only pursuant to either: (i) one or more rate schedules on file with FERC; or (ii) market rate contracts in compliance with such entity's market rate authority from FERC. Each QF during the period it was a QF has sold power only in a manner consistent with its status as a QF. (d) Each member of business that in the aggregate involve immaterial amountsNEG Group which owns natural gas assets, there are no proceedings sells natural gas or investigations pending or, provides services subject to the actual knowledge jurisdiction of FERC pursuant to the Natural Gas Act, as amended, or the Natural Gas Policy Act of 1978, as amended, (i) has a rate schedule on file with FERC; (ii) has charged rates and provided services only pursuant to such filed rates; and (iii) has complied and complies in all material respects with the requirements of FERC orders applicable to such member of the executive officers NEG Group. (e) No member of Teleglobe, threatened, before the NEG Group is subject to Utility Regulation other than as set forth in Schedule 5.16(e). (f) Neither the Borrower nor LLC directly owns any Governmental Entity directed specifically at Teleglobe or, in the case of matters of general applicability assets subject to the telecommunications industryjurisdiction of FERC pursuant to the FPA. (g) Except with respect to material licenses issued for the Xxxxxxx Point and Salem Harbor Stations for monitoring equipment used to measure coal supply, in which Teleglobe is identified for possible disparate treatment, or whose outcome may have a disparate impact on Teleglobe, in which any no member of the following matters are being considered which are reasonably likely NEG Group is subject to have a Material Adverse Effect on Teleglobe, nor has Teleglobe or any regulation under the Atomic Energy Act of 1954. (h) The Borrower and each of its Subsidiaries received written notice or inquiry from any Governmental Entityis in material compliance with all orders of the CPUC applicable to it, indicating that any of such matters should be considered or may become including without limitation, the object of consideration or investigation specifically regarding Teleglobe which are reasonably likely to have a Material Adverse Effect on Teleglobe or, conditions set forth in the case orders setting forth the conditions for the creation of matters of general applicability the Borrower and any subsequent CPUC proceedings, Pacific Gas and Electric ------------------------ Company, 69 CPUC2nd 167 (Nov. 6, 1996), Pacific Gas and Electric Company, 194 ------- -------------------------------- PUR4th 1 (April 22, 1999), and all other CPUC orders purporting to apply to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment, Borrower or whose outcome may have a disparate impact on Teleglobe: (u) increases in access charges, universal service contributions or its Subsidiaries regardless of whether the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) failure to meet any expense, infrastructure, service quality or other commitments previously made to or imposed by Governmental EntityCPUC had jurisdiction. (iii) Neither Teleglobe nor any The Borrower and each of its Subsidiaries has any outstanding commitments made subject to Utility Regulations is in material compliance with the context requirements of a matter or proceeding related specifically Utility Regulation applicable to Teleglobe or, in the case of matters of general applicability to the telecommunications industry, in which Teleglobe is identified for possible disparate treatment or whose outcome may have a disparate impact on Teleglobe (and no such obligations have been imposed upon Teleglobe and remain outstanding) regarding (u) increases in access charges, universal service contributions or the like; (v) traffic routing restrictions or restrictions on use of facilities; (w) reduction or restriction of rates charged to customers; (x) reduction of earnings; (y) refunds or other forfeitures of amounts previously charged to customers; or (z) expenses, infrastructure expenditures, service quality or other regulatory requirements, to or by any Governmental Entity, in each case which are reasonably likely to have a Material Adverse Effect on Teleglobeit. (iiij) Teleglobe has not transferred, sold None of the Borrower or any interest in member of the NEG Group is subject to any statute or otherwise taken any action to reduce its control over any Federal regulation which would prohibit or national or state or provincial regulatory licenses, certificates, approvals or other authorizations require approval of the transactions contemplated under which it operates, U.S., Canadian or foreign, this Agreement and the transfer of such authorizationsother Financing Documents, subject to regulatory approval, would not violate the terms of including any agreement to which Teleglobe is a party or by which Teleglobe is bound, or impinge the rights of any third partyUtility Regulation.