Common use of Margin Regulations; Investment Company Act; Public Utility Holding Company Act Clause in Contracts

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) None of the Loan Proceeds will be used in violation of Regulations U or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207) (the “Margin Regulations”), for the purpose of purchasing or carrying any “margin stock” as defined in the Margin Regulations or reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might make this transaction a “purpose credit” within the meaning of the Margin Regulations. Neither any of the Loan Parties, nor any of their Subsidiaries nor any Person acting on behalf of such Loan Parties or such Subsidiaries has taken or will take any action which might cause any Loan Document to violate the Margin Regulations or any other regulations of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder, in each case as now in effect or as the same may hereafter be in effect. (b) None of the Loan Parties or any Subsidiary thereof is (i) an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) other than the Controlled Substances Act, subject to regulation under any requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) No Loan Party or any Subsidiary thereof is subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, the Interstate Commerce Act (as any of the preceding have been amended), or any other Law which regulates the incurring by the Borrower of Indebtedness, including laws relating to common or contract carriers or the sale of electricity, gas, steam, water or other public utility services.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) None of Holdings and its Subsidiaries is engaged principally, or as one of its important activities, in the Loan Proceeds business of extending credit for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation U. No part of the Letters of Credit or proceeds of the Loans will be used in violation of Regulations U used, directly or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207) (the “Margin Regulations”)indirectly, for the purpose of purchasing or carrying any “margin stock” as defined within the meaning of Regulation U. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the Margin Regulations requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or reducing retired out of the proceeds of the Loans was or retiring will be incurred for the purpose of purchasing or carrying any Indebtedness which was originally incurred to purchase or carry margin stock within the meaning of Regulation U or for any other purpose which might make this transaction a “purpose creditmargin security” within the meaning of Regulation T. “Margin stock” within the Margin Regulations. Neither any meaning of Regulation U does not constitute more than 25% of the Loan Parties, nor any of their Subsidiaries nor any Person acting on behalf of such Loan Parties or such Subsidiaries has taken or will take any action which might cause any Loan Document to violate the Margin Regulations or any other regulations value of the Board of Governors consolidated assets of the Federal Reserve System Borrower and its Consolidated Subsidiaries. None of the transactions contemplated by this Agreement (including the direct or to indirect use of the proceeds of the Loans) will violate Section 7 or result in a violation of the Securities Act, the Exchange Act of 1934or Regulation T, U or any rule or regulation promulgated thereunder, in each case as now in effect or as the same may hereafter be in effect.X. (b) None of the Loan Parties or any Subsidiary thereof is (i) an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) other than the Controlled Substances Act, subject to regulation under any requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) No Loan Party or any Subsidiary thereof Group Companies is subject to regulation under the Public Utility Holding Company Act of 20051935, the Federal Power ActAct or the Investment Company Act of 1940, the Interstate Commerce Act (each as any amended. In addition, none of the preceding have been Group Companies is (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended), (ii) controlled by such a company, or any other Law which regulates (iii) a “holding company”, a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the incurring by meaning of the Borrower Public Utility Holding Company Act of Indebtedness1934, including laws relating to common or contract carriers or the sale of electricity, gas, steam, water or other public utility servicesas amended.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) None The Borrower is not engaged and will not engage, principally or as one of its important activities, in the Loan Proceeds business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used in violation of Regulations U to purchase or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207) (the “Margin Regulations”), carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in the Margin Regulations or reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might make this transaction a “purpose credit” within the meaning in violation of the Margin Regulations. Neither any of the Loan Parties, nor any of their Subsidiaries nor any Person acting on behalf of such Loan Parties or such Subsidiaries has taken or will take any action which might cause any Loan Document to violate the Margin Regulations or any other regulations of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder, in each case as now in effect or as the same may hereafter be in effect.Regulation U. (b) None of the Loan Parties Borrower, the Parent Guarantor, or any Material Subsidiary thereof of the Parent Guarantor is (i) an “investment company” or an a company “affiliated personcontrolled” or “promoter” of, or “principal underwriter” of or for, by an “investment company”, as such terms are defined in ” within the meaning of the Investment Company Act of 1940, as amended, or (ii) other than the Controlled Substances Act, subject to regulation under any requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) No Loan Party Each of the Borrower, Parent Guarantor and IPC is exempt from any obligation, duty or any Subsidiary thereof liability imposed by PUHCA on them as a “subsidiary company” as such term is subject to regulation under defined in Section 2(a)(8) of the Public Utility Holding Company Act of 20051935, as amended (“PUHCA”). IPC is not a “holding company” as such term is defined in Section 2(a)(7) of PUHCA. Pursuant to Section 3(a)(1) of PUHCA and the Federal Power ActForm U-3A-2 filed by the Parent Guarantor with the SEC on February 27, 2004, pursuant to SEC Rule 2, each of the Interstate Commerce Borrower and the Parent Guarantor is exempt from all regulation under PUHCA as a “holding company”. Each Subsidiary of the Parent Guarantor that holds “exempt wholesale generator” status continues to meet the eligibility requirements for “exempt wholesale generator” status under Section 32 of PUHCA except where failure to meet such eligibility requirements could not reasonably be expected to have a Material Adverse Effect. (d) Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any Act referred to in Section 5.14(b) or (as c) above or any rule, regulation or order of the SEC thereunder. (e) All “qualifying facilities” owned by the Parent Guarantor or any of its Restricted Subsidiaries continue to meet the preceding eligibility requirements for “qualifying facilities” under the Public Utility Regulatory Policies Act of 1978 and related regulations, except where failure to meet such eligibility requirements could not reasonably be expected to have been amended), or any other Law which regulates the incurring by the Borrower of Indebtedness, including laws relating to common or contract carriers or the sale of electricity, gas, steam, water or other public utility servicesa Material Adverse Effect.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) None The Borrower is not engaged and will not engage, principally or as one of its important activities, in the Loan Proceeds business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used in violation of Regulations U to purchase or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207) (the “Margin Regulations”), carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any “margin stock” as defined in the Margin Regulations or reducing or retiring any Indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might make this transaction a “purpose credit” within the meaning in violation of the Margin Regulations. Neither any of the Loan Parties, nor any of their Subsidiaries nor any Person acting on behalf of such Loan Parties or such Subsidiaries has taken or will take any action which might cause any Loan Document to violate the Margin Regulations or any other regulations of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder, in each case as now in effect or as the same may hereafter be in effect.Regulation U. (b) None of the Loan Parties Borrower, the Parent Guarantor, or any Material Subsidiary thereof of the Parent Guarantor is (i) an “"investment company” " or a company "controlled" by an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “"investment company”, as such terms are defined in " within the meaning of the Investment Company Act of 1940, as amended, or (ii) other than the Controlled Substances Act, subject to regulation under any requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) No Loan Party or any Subsidiary thereof is subject to regulation under The Borrower and the Parent Guarantor are exempt from registration and all other regulations and requirements of the Public Utility Holding Company Act of 20051935 ("PUHCA") and the rules and regulations promulgated thereunder, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(1) of the Federal 1935 Act except where the failure to be exempt could not reasonably be expected to have a Material Adverse Effect. All Subsidiaries of the Parent Guarantor that hold "exempt wholesale generator" status continue to meet the eligibility requirements for "exempt wholesale generator" status under Section 32 of PUHCA, except where failure to meet such eligibility requirements could not reasonably be expected to have a Material Adverse Effect. The Parent Guarantor and its Subsidiary Illinova are exempt "holding companies" under Section 3(a) of PUHCA, and Illinois Power ActCompany, a Subsidiary of Illinova, is a "public-utility company" except where the Interstate Commerce failure to be exempt could not reasonably be expected to have a Material Adverse Effect. (d) Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any Act referred to in Section 5.14(b) or (as c) above or any rule, regulation or order of the SEC thereunder. (e) All "qualifying facilities" owned by the Parent Guarantor or any of its Subsidiaries (other than an Excluded Subsidiary) continue to meet the preceding eligibility requirements for "qualifying facilities" under the Public Utility Regulatory Policies Act of 1978 and related regulations, except where failure to meet such eligibility requirements could not reasonably be expected to have been amended), or any other Law which regulates the incurring by the Borrower of Indebtedness, including laws relating to common or contract carriers or the sale of electricity, gas, steam, water or other public utility servicesa Material Adverse Effect.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) None of Holdings and its Subsidiaries is engaged principally, or as one of its important activities, in the Loan Proceeds business of extending credit for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation U. No part of the Letters of Credit or proceeds of the Loans will be used in violation of Regulations U used, directly or X of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207) (the “Margin Regulations”)indirectly, for the purpose of purchasing or carrying any “margin stock” as defined within the meaning of Regulation U. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the Margin Regulations requirements of FR Form U-1 referred to in Regulation U. No indebtedness being reduced or reducing retired out of the proceeds of the Loans was or retiring will be incurred for the purpose of purchasing or carrying any Indebtedness which was originally incurred to purchase or carry margin stock within the meaning of Regulation U or for any other purpose which might make this transaction a “purpose creditmargin security” within the meaning of Regulation T. “Margin stock” within the Margin Regulations. Neither any meaning of Regulation U does not constitute more than 25% of the Loan Parties, nor any of their Subsidiaries nor any Person acting on behalf of such Loan Parties or such Subsidiaries has taken or will take any action which might cause any Loan Document to violate the Margin Regulations or any other regulations value of the Board of Governors consolidated assets of the Federal Reserve System Borrower and its Consolidated Subsidiaries. None of the transactions contemplated by this Agreement (including the direct or to indirect use of the proceeds of the Loans) will violate Section 7 or result in a violation of the Securities Exchange Act of 1934Laws or Regulation T, U or any rule or regulation promulgated thereunder, in each case as now in effect or as the same may hereafter be in effect.X. (b) None of the Loan Parties or any Subsidiary thereof is (i) an “investment company” or an “affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended, or (ii) other than the Controlled Substances Act, subject to regulation under any requirement of Law that limits in any respect its ability to incur Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable. (c) No Loan Party or any Subsidiary thereof Group Companies is subject to regulation under the Public Utility Holding Company Act of 20051935, the Federal Power ActAct or the Investment Company Act of 1940, the Interstate Commerce Act (each as any amended. In addition, none of the preceding have been Group Companies is (i) an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended), (ii) controlled by such a company, or any other Law which regulates (iii) a “holding company”, a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary” of a “holding company”, within the incurring by meaning of the Borrower Public Utility Holding Company Act of Indebtedness1934, including laws relating to common or contract carriers or the sale of electricity, gas, steam, water or other public utility servicesas amended.