Common use of Pledgor Representations Clause in Contracts

Pledgor Representations. In the case of Pledgor: (a) Pledgor (i) is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the limited partnership power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Pledgor has the limited partnership power and authority, and the legal right, to make, deliver and perform the Financing Documents to which it is a party and to grant the security interests contemplated by this Agreement, and has taken all necessary limited partnership action to authorize the execution, delivery and performance of the Financing Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Financing Documents to which Pledgor is a party, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Schedule 3, (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. This Agreement has been, and each other Financing Document to which it is a party will be, duly executed and delivered on behalf of Pledgor. This Agreement constitutes, and each other Financing Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Financing Documents to which Pledgor is a party and the consummation of the transactions contemplated hereby or by any other Financing Document to which it is a party (x) will not conflict with or result in a violation or breach of any terms of (i) any Requirement of Law or (ii) any Contractual Obligation of Pledgor, except in the case of clause (ii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien on any of its material properties or revenues or any Pledged Stock owned by Pledgor pursuant to any Requirement of Law or any such Contractual Obligation (other than pursuant to this Agreement or the other Security Documents and Permitted Liens). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Pledgor, threatened by or against Pledgor or any of its properties or revenues that would reasonably be expected to have a Material Adverse Effect. (e) Pledgor is the direct owner of 100% of the Capital Stock of the Borrower. (f) Pledgor is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Pledgor is not subject to regulation under the Federal Power Act, as amended, or any other Federal or state energy regulatory laws as a “public utility” (or similar term). (g) Pledgor is not engaged in any business, operations or other activity other than those businesses, operations or other activities permitted pursuant to Section 5.17 of the Financing Agreement.

Pledgor Representations. In the case of PledgorPledgor represents, wan-ants and agrees that: (a) Pledgor (i) is a limited partnership duly organized, validly existing and in good standing under There are no restrictions upon the laws transfer of any of the State of Delaware, (ii) Collateral and Pledgor has the limited partnership power right to pledge and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business grant a security interest in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws otherwise transfer such Collateral free of each jurisdiction where its ownership, lease any Liens or operation rights of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effectthird parties. (b) Except for Permitted Liens (as defined in the Loan Agreement), all of the Collateral is and shall remain free from all Liens, claims, encumbrances, and purchase money or other security interests. Pledgor has shall not, without the limited partnership power and authorityLender's prior written consent, sell or otherwise dispose of any or all of the Collateral. (c) This Agreement, and the legal rightdelivery to Lender of the Stock, to makecreates a valid, deliver and perform the Financing Documents to which it is a party and to grant the security interests contemplated by this Agreementperfected, and has taken first priority security interest in the Stock in favor of Lender, and all actions necessary limited partnership or desirable to such perfection have been duly taken. (d) No authorization or other action to authorize the executionby, delivery and performance of the Financing Documents to which it is a party. No consent or authorization of, filing with, no notice to or other act by or in respect offiling with, any Governmental Authority or any other Person regulatory body is required either: (i) for the grant by Pledgor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by Pledgor, (ii) for the perfection of, or exercise by, Lender of its rights and remedies hereunder (except as may have been taken by or at the direction of Pledgor or as may be required in connection with the execution, delivery, performance, validity or enforceability a disposition of the Financing Documents Stock by laws affecting the offering and sale of securities generally); or (iii) for the exercise by Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Stock pursuant to which this Agreement (except as may be required in connection with a disposition of the Stock by laws affecting the offering and sale of securities generally). (e) Pledgor has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights) and Pledgor agrees that Lender shall not have any responsibility or liability for informing Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (f) Schedule A is a partyan accurate and current listing of all shares of Stock of the Issuer presently owned or controlled by Pledgor. If Pledgor at any time owns or controls any other shares of stock of Issuer, except all such stock shall without further act or deed be subject to all of the terms and conditions of this Agreement and Pledgor must immediately take such action to perfect Lender's lien and security interest as Lender may request, including executing undated blank stock powers. (g) Except as described in the Loan Agreement, there are no options for the purchase of Stock nor are there any rights represented thereby, warrants or other rights to acquire stock of any of the Issuer outstanding at this time. (h) All of the outstanding shares of Stock have been duly and validly issued by the Issuer, and they are fully paid and nonassessable. (i) consents, authorizations, filings There are no existing agreements with respect to the Collateral between Pledgor and notices which any other person or entity (other than the Lender). (j) This Agreement and the Powers have been obtained or made and are in full force and effect, (ii) the filings referred to in Schedule 3, (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. This Agreement has been, and each other Financing Document to which it is a party will be, duly authorized; executed and delivered on behalf of Pledgor. This Agreement constitutes, by Pledgor and each other Financing Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of Pledgor Pledgor, enforceable against Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Financing Documents to which Pledgor is a party and the consummation of the transactions contemplated hereby or by any other Financing Document to which it is a party (x) will not conflict with or result in a violation or breach of any terms of (i) any Requirement of Law or (ii) any Contractual Obligation of Pledgor, except in the case of clause (ii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien on any of its material properties or revenues or any Pledged Stock owned by Pledgor pursuant to any Requirement of Law or any such Contractual Obligation (other than pursuant to this Agreement or the other Security Documents and Permitted Liens). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Pledgor, threatened by or against Pledgor or any of its properties or revenues that would reasonably be expected to have a Material Adverse Effect. (e) Pledgor is the direct owner of 100% of the Capital Stock of the Borrower. (f) Pledgor is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Pledgor is not subject to regulation under the Federal Power Act, as amended, or any other Federal or state energy regulatory laws as a “public utility” (or similar term). (g) Pledgor is not engaged in any business, operations or other activity other than those businesses, operations or other activities permitted pursuant to Section 5.17 of the Financing Agreement.

Pledgor Representations. In Each of the case of PledgorPledgors represents, warrants and agrees severally, and not jointly, that: (a) Such Pledgor (i) is a limited partnership duly organizedthe legal and beneficial owner of such Pledgor's Shares and there are no outstanding options, validly existing and in good standing under the laws warrants, convertible securities or other rights to acquire such Pledgor's Shares or any other capital stock of the State of Delaware, (ii) has the limited partnership power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse EffectCompany. (b) There are no restrictions upon the transfer of any of such Pledgor's Shares and such Pledgor has the limited partnership power right to pledge and authoritygrant a security interest in or otherwise transfer such Shares free of any Liens. (c) This Agreement, and the legal righttransfer to Creditor of such Pledgor's Shares, to make, deliver creates a valid and perform the Financing Documents to which it is a party and to grant the perfected first priority security interests contemplated by this Agreementinterest in such Shares in favor of Creditor, and all actions necessary or desirable to such perfection have been duly taken. (d) Such Pledgor has taken all necessary made his own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, but not limited partnership action to, rights to authorize the executionconvert, delivery and performance rights to subscribe, payment of the Financing Documents to which it is a party. No consent or authorization ofdividends, filing with, notice to reorganization or other act exchanges, tender offers and voting rights) and such Pledgor agrees that Creditor shall not have any responsibility or liability under this Agreement for informing such Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (e) This Agreement and the Powers executed by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Financing Documents to which such Pledgor is a party, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effectduly authorized, (ii) the filings referred to in Schedule 3, (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. This Agreement has been, and each other Financing Document to which it is a party will be, duly executed and delivered on behalf of Pledgor. This Agreement constitutes, by such Pledgor and each other Financing Document to which it is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of Pledgor such Pledgor, enforceable against Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as limited by bankruptcy laws and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingprinciples. (c) The execution, delivery and performance of the Financing Documents to which Pledgor is a party and the consummation of the transactions contemplated hereby or by any other Financing Document to which it is a party (x) will not conflict with or result in a violation or breach of any terms of (i) any Requirement of Law or (ii) any Contractual Obligation of Pledgor, except in the case of clause (ii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien on any of its material properties or revenues or any Pledged Stock owned by Pledgor pursuant to any Requirement of Law or any such Contractual Obligation (other than pursuant to this Agreement or the other Security Documents and Permitted Liens). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Pledgor, threatened by or against Pledgor or any of its properties or revenues that would reasonably be expected to have a Material Adverse Effect. (e) Pledgor is the direct owner of 100% of the Capital Stock of the Borrower. (f) Pledgor is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Pledgor is not subject to regulation under the Federal Power Act, as amended, or any other Federal or state energy regulatory laws as a “public utility” (or similar term). (g) Pledgor is not engaged in any business, operations or other activity other than those businesses, operations or other activities permitted pursuant to Section 5.17 of the Financing Agreement.

Pledgor Representations. In The Pledgor hereby represents and warrants to the case of PledgorSecured Party, on the date hereof that: (a) Pledgor it has been duly formed and has full power and authority, and all governmental licenses, authorizations, consents and approvals, to execute and deliver this Agreement and to consummate and perform its obligations hereunder; (b) the execution and delivery by it of this Agreement, and its performance hereunder: (i) is requires no additional action by or in respect of, or filing with, any governmental authority (other than filings authorized or required to be made under this Agreement), (ii) will not contravene any Applicable Law, its organizational documents or the organizational documents of Sxxxxx XX, and (iii) will not contravene or constitute a default under any contractual obligation, judgment, injunction, order or decree binding upon it or its Property; (c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as such enforceability may be limited partnership duly organizedby applicable bankruptcy, validly existing insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in good standing under a suit at law or in equity); (d) the choice of the laws of the State of Delaware, (ii) has New York as the limited partnership power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws governing law of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Pledgor has the limited partnership power and authority, and the legal right, to make, deliver and perform the Financing Documents to which it this Agreement is a party and to grant the security interests contemplated by this Agreement, and has taken all necessary limited partnership action to authorize the execution, delivery and performance valid choice of the Financing Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Financing Documents to which Pledgor is a party, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Schedule 3, (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. This Agreement has been, and each other Financing Document to which it is a party will be, duly executed and delivered on behalf of Pledgor. This Agreement constitutes, and each other Financing Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Financing Documents to which Pledgor is a party and the consummation of the transactions contemplated hereby or by any other Financing Document to which it is a party (x) will not conflict with or result in a violation or breach of any terms of (i) any Requirement of Law or (ii) any Contractual Obligation of Pledgor, except in the case of clause (ii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien on any of its material properties or revenues or any Pledged Stock owned by Pledgor pursuant to any Requirement of Law or any such Contractual Obligation (other than pursuant to this Agreement or the other Security Documents and Permitted Liens). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Pledgor, threatened by or against Pledgor or any of its properties or revenues that would reasonably be expected to have a Material Adverse Effect.under Applicable Law; (e) Pledgor is it has the direct owner power to submit to and, pursuant to Section 6.13, has legally, validly, effectively and irrevocably submitted to the jurisdiction of the courts in New York set forth therein in any suit, action or proceeding brought in connection with this Agreement against it, and has validly and irrevocably waived any objection to the laying of the venue of any such suit, action or proceeding brought in any such courts; (f) Annex I correctly sets forth the percentage of the issued and outstanding shares owned by it in Sxxxxx RY; (g) all Pledged Shares have been duly and validly issued and are fully paid and non-assessable; (h) it has not taken, or knowingly permitted to be taken, any action that would terminate, or discharge or prejudice the validity or effectiveness of, this Agreement or its organizational documents, or the validity, effectiveness or priority of the liens over the Collateral created hereby; (i) it owns 100% of the Capital Class A Common Stock in Sxxxxx RY, and before giving effect to the grant and pledge contemplated under this Agreement, it has good, marketable and valid title to the Pledged Shares, free and clear of any liens; (j) upon the delivery of any certificated securities representing the Pledged Shares and the effective filing of the Borrower.UCC-1 financing statement in the appropriate filing office in the State of Delaware, United States of America, the security interest in favor of the Secured Party will constitute a valid and perfected first-priority security interest and charge in the Collateral securing the prompt and complete payment of the Secured Obligations; and (fk) Pledgor the Pledged Shares of Sxxxxx RY is not an a “investment company”, or a company “controlledcertificated security” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Pledgor is not subject to regulation under the Federal Power Act, as amended, or any other Federal or state energy regulatory laws as a “public utility” (or similar term). (gSection 8-102(a) Pledgor is not engaged in any business, operations or other activity other than those businesses, operations or other activities permitted pursuant to Section 5.17 of the Financing AgreementNew York UCC.

Pledgor Representations. In The Pledgor hereby represents and warrants to the case of PledgorSecured Party, on the date hereof that: (a) Pledgor it has been duly formed and has full power and authority, and all governmental licenses, authorizations, consents and approvals, to execute and deliver this Agreement and to consummate and perform its obligations hereunder; (b) the execution and delivery by it of this Agreement, and its performance hereunder: (i) is requires no additional action by or in respect of, or filing with, any governmental authority (other than filings authorized or required to be made under this Agreement), (ii) will not contravene any Applicable Law, its organizational documents or the organizational documents of Sxxxxx US, and (iii) will not contravene or constitute a default under any contractual obligation, judgment, injunction, order or decree binding upon it or its Property; (c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as such enforceability may be limited partnership duly organizedby applicable bankruptcy, validly existing insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in good standing under a suit at law or in equity); (d) the choice of the laws of the State of Delaware, (ii) has New York as the limited partnership power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other entity and in good standing under the laws governing law of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify would not reasonably be expected to have a Material Adverse Effect and (iv) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Pledgor has the limited partnership power and authority, and the legal right, to make, deliver and perform the Financing Documents to which it this Agreement is a party and to grant the security interests contemplated by this Agreement, and has taken all necessary limited partnership action to authorize the execution, delivery and performance valid choice of the Financing Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of the Financing Documents to which Pledgor is a party, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) the filings referred to in Schedule 3, (iii) consents, authorizations, filings and notices required by securities, regulatory or other applicable law in connection with an exercise of remedies and (iv) consents, authorizations, filings and notices which, if not obtained or made, would not reasonably be expected to result in a Material Adverse Effect. This Agreement has been, and each other Financing Document to which it is a party will be, duly executed and delivered on behalf of Pledgor. This Agreement constitutes, and each other Financing Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) The execution, delivery and performance of the Financing Documents to which Pledgor is a party and the consummation of the transactions contemplated hereby or by any other Financing Document to which it is a party (x) will not conflict with or result in a violation or breach of any terms of (i) any Requirement of Law or (ii) any Contractual Obligation of Pledgor, except in the case of clause (ii), any such conflict, violation or breach that would not reasonably be expected to have a Material Adverse Effect, and (y) will not result in, or require, the creation or imposition of any Lien on any of its material properties or revenues or any Pledged Stock owned by Pledgor pursuant to any Requirement of Law or any such Contractual Obligation (other than pursuant to this Agreement or the other Security Documents and Permitted Liens). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Pledgor, threatened by or against Pledgor or any of its properties or revenues that would reasonably be expected to have a Material Adverse Effect.under Applicable Law; (e) Pledgor is it has the direct owner power to submit to and, pursuant to Section 6.13, has legally, validly, effectively and irrevocably submitted to the jurisdiction of the courts in New York set forth therein in any suit, action or proceeding brought in connection with this Agreement against it, and has validly and irrevocably waived any objection to the laying of the venue of any such suit, action or proceeding brought in any such courts; (f) Annex I correctly sets forth the percentage of the issued and outstanding shares owned by it in Sxxxxx US; (g) all Pledged Shares have been duly and validly issued and are fully paid and non-assessable; (h) it has not taken, or knowingly permitted to be taken, any action that would terminate, or discharge or prejudice the validity or effectiveness of, this Agreement or its organizational documents, or the validity, effectiveness or priority of the liens over the Collateral created hereby; (i) it owns 100% of the Capital Stock common stock in Sxxxxx US, and before giving effect to the grant and pledge contemplated under this Agreement, it has good, marketable and valid title to the Pledged Shares, free and clear of any liens; (j) upon the delivery of any certificated securities representing the Pledged Shares and the effective filing of the Borrower.UCC-1 financing statement in the appropriate filing office in the State of Delaware, United States of America, the security interest in favor of the Secured Party will constitute a valid and perfected first-priority security interest and charge in the Collateral securing the prompt and complete payment of the Secured Obligations; and (fk) Pledgor the Pledged Shares of Sxxxxx US is not an a “investment company”, or a company “controlledcertificated security” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. Pledgor is not subject to regulation under the Federal Power Act, as amended, or any other Federal or state energy regulatory laws as a “public utility” (or similar term). (gSection 8-102(a) Pledgor is not engaged in any business, operations or other activity other than those businesses, operations or other activities permitted pursuant to Section 5.17 of the Financing AgreementNew York UCC.