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) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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 Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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, stock and no proceeds of any Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or any foreign, federal or local statute or any other Law of the United States of America or any other jurisdiction, in each case limiting its ability to incur indebtedness for money borrowed as contemplated hereby or by any other Loan Document or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, any Loan nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSEC thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower None of the Consolidated Parties is not engaged and will not engage, principally or as one of its important activities, in the 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 Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary Consolidated Parties (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the BorrowerCompany, nor the consummation of other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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, stock and no proceeds of any Loans or drawings under any Letter of Credit the Borrowings will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “"holding company,” " or a “"subsidiary company” " of a “"holding company,” " or an “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company,” " within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “"investment company” " under the Investment Company Act of 1940. Neither the making of the Loansany Term Loan, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSEC thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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 Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or nor any Subsidiary thereof (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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, stock and no proceeds of any Loans Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose in violation of purchasing or carrying margin stock.Regulation U. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “"holding company,” " or a “"subsidiary company” " of a “"holding company,” " or an “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company,” " within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “"investment company” " under the Investment Company Act of 1940. Neither the making of the Loansany Loan, nor the issuance of the any Letters of Credit or Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSEC thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is Borrowers are not engaged and will not engage, principally or as one of its their important activities, in the 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, stock and no proceeds of any Loans or drawings under any Letter of Credit Extension will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (b) None of the U.S. Borrower, any Person Controlling the Borrower, U.S. Borrower or any Subsidiary (i) is a “"holding company,” " or a “"subsidiary company” " of a “"holding company,” " or an “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company,” " -108- within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “"investment company” " under the Investment Company Act of 1940. Neither the making of the Loansany Credit Extension, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the any Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSEC thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRBBoard of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock, stock and no proceeds of any Loans or drawings under any Letter of Credit the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the LoansLoan, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSEC thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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, stock and no proceeds of any Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the any Loans, nor the issuance of the any Letters of Credit or Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereunderby the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SECSecurities and Exchange Commission thereunder.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the 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 Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, or nor any Subsidiary thereof (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged No Loan Party shall use the proceeds of any Credit Extension, whether directly or indirectly, and will not engagewhether immediately, principally incidentally or as one of its important activitiesultimately, in for the business purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), ) or for extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stockstock or refunding indebtedness originally incurred for such purpose, unless such use would not result in a violation of Regulation U of the FRB. (b) None of the BorrowerCompany, any Person Controlling the BorrowerCompany, or any Subsidiary (i) is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the any Borrower, nor the consummation of other transactions contemplated hereunder, will violate result in a material violation of any provision of any such Act or any rule, regulation or order of the SECSEC applicable to the Company.

Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The None of the Borrower or any of its Subsidiaries is not engaged and will not engage, principally or as one of its important activities, in the 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 Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person Controlling the Borrower, Borrower or any Subsidiary of its Subsidiaries (i) is a “"holding company,” " or a “"subsidiary company” " of a “"holding company,” " or an “"affiliate” " of a “"holding company” " or of a “"subsidiary company” " of a “"holding company,” " within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “"investment company” " under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC.