PERFORMANCE OF THE CREDIT DOCUMENTS TO
WHICH IT IS PARTY.
THE BORROWER HAS DULY EXECUTED AND DELIVERED EACH CREDIT
DOCUMENT TO WHICH IT IS PARTY AND EACH CREDIT DOCUMENT TO WHICH IT IS PARTY
CONSTITUTES THE LEGAL, VALID AND BINDING AGREEMENT OR OBLIGATION OF THE BORROWER
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE
ENFORCEABILITY THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS GENERALLY AFFECTING CREDITORS'
RIGHTS AND BY EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT
IN EQUITY OR AT LAW).
SECTION 6.3
NO VIOLATION.
NEITHER THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OF THE CREDIT DOCUMENTS TO WHICH IT IS PARTY NOR
COMPLIANCE WITH THE TERMS AND PROVISIONS THEREOF (A) WILL CONTRAVENE ANY
PROVISION OF ANY LAW, STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION OR
DECREE OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO THE BORROWER OR ITS
PROPERTIES AND ASSETS, (B) WILL CONFLICT WITH OR RESULT IN ANY BREACH OF, ANY OF
THE TERMS, COVENANTS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER, OR RESULT IN THE CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE
OR IMPOSE) ANY LIEN UPON ANY OF THE PROPERTY OR ASSETS OF THE BORROWER PURSUANT
TO THE TERMS OF ANY MATERIAL PROMISSORY NOTE, BOND, DEBENTURE, INDENTURE,
MORTGAGE, DEED OF TRUST, CREDIT OR LOAN AGREEMENT, OR ANY OTHER AGREEMENT OR
OTHER INSTRUMENT, TO WHICH THE BORROWER IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTY OR ASSETS ARE BOUND OR TO WHICH IT MAY BE SUBJECT, OR (C) WILL VIOLATE
ANY PROVISION OF THE CERTIFICATE OR ARTICLES OF INCORPORATION, REGULATIONS OR
BYLAWS, OR OTHER CHARTER DOCUMENTS OF THE BORROWER.
SECTION 6.4
GOVERNMENTAL APPROVALS.
(A)
EXCEPT AS DESCRIBED IN SUBSECTION (B) BELOW, NO ORDER, CONSENT,
APPROVAL, LICENSE, AUTHORIZATION, OR VALIDATION OF, OR FILING, RECORDING OR
REGISTRATION WITH, OR EXEMPTION BY, ANY GOVERNMENTAL AUTHORITY IS REQUIRED TO
AUTHORIZE OR IS REQUIRED AS A CONDITION TO (I) THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OF ANY CREDIT DOCUMENT TO WHICH IT IS A PARTY, OR
(II) THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF ANY CREDIT
DOCUMENT TO WHICH THE BORROWER IS A PARTY.
(B)
THE PARENT IS A "PUBLIC UTILITY HOLDING COMPANY" WITHIN THE
MEANING OF PUHCA THAT IS EXEMPT FROM REGISTRATION AND ALL OTHER PROVISIONS
THEREOF EXCEPT FOR SECTIONS 9(A)(2) AND 32 THEREOF.
THE BORROWER IS THE ONLY
"SUBSIDIARY COMPANY" OR "AFFILIATE" (WITHIN THE MEANING OF PUHCA) OF THE PARENT
THAT IS A "PUBLIC UTILITY COMPANY" AS DEFINED IN PUHCA.
NO REPORT TO OR
APPROVAL BY THE SEC UNDER PUHCA IS REQUIRED FOR THE INCURRENCE OF INDEBTEDNESS
OR THE EXECUTION AND PERFORMANCE OF THE CREDIT DOCUMENTS.
OTHER THAN THE
APPROVAL OF THE PUBLIC UTILITIES COMMISSION OF OHIO, WHICH APPROVAL IS EVIDENCED
BY A PUCO ORDER THAT IS IN FULL FORCE AND EFFECT, NO FURTHER AUTHORIZATION OR
CONSENT OF ANY GOVERNMENTAL AUTHORITY IS LEGALLY REQUIRED FOR THE INCURRENCE OF
INDEBTEDNESS AND/OR THE EXECUTION AND PERFORMANCE OF THE CREDIT DOCUMENTS BY THE