Common use of Conditions Precedent to Initial Extension of Credit Clause in Contracts

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, in form and substance satisfactory to the Administrative Agent and with one copy for each Fronting Bank and each Lender: (i) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for the due execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projections.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting the Issuing Bank to issue its initial the Letter of Credit, in each case, in connection with the initial Extension of Credit hereunder are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements and information referred to in paragraph (v) below), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting the Issuing Bank and each Lender: (i) Any Note requested by a Lender pursuant to Section 2.17, duly completed and executed by the Company and payable to the order of each such Lender; (ii) The Fee Letter, duly executed by the parties thereto; (iii) Certified copies of the resolutions of the Executive Committee of the Board of Directors of the Company approving this Agreement and the other Loan Documents and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iv) A certificate of the Secretary or an Assistant Secretary of the Company certifying (A) the names and specimen signatures of at least two officers of the Company authorized to sign each Loan Document and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and by-laws of the Company, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for the due execution, delivery and performance by the Borrower Company of this Agreement and the each other Loan DocumentsDocument; (iiv) A certificate of an Authorized Officer Copies of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two consolidated balance sheets of the following issuer Company and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet its Subsidiaries as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the three-month period fiscal periods then ended, prepared certified by KPMG, LLP; (A) An opinion of Shook, Hardy & Bacon L.L.P., Missouri counsel for the Company, substantially in accordance with GAAP the form of Exhibit H-1 hereto and (butB) an opinion of Xxxxxxxxxxx Xxxxx, Interim General Counsel of the Company, substantially in the form of Exhibit H-2 hereof; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, in a form acceptable to the Administrative Agent and the Lenders; and (viii) Such other certifications, opinions (including opinions as to certain regulatory matters relating to the Company), financial or other information, approvals and documents as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, the Issuing Bank or such Lender (as the case may be). (b) The Company shall have paid all of the fees then due and payable under this Agreement and the Fee Letter. (c) The following statements shall be true (and each of the giving of the initial Notice of Borrowing (in the case of a Borrowing) or the Letter of Credit Request (in the case of the issuance of the Letter of Credit) and the acceptance by the Company of the proceeds of such Borrowing or the acceptance of the Letter of Credit by the Beneficiary, as the case may be, shall constitute a representation and warranty by the Company that on the date of the initial Extension of Credit such statements are true): (i) The representations and warranties contained in Article III hereof are true and correct on and as of the date of such Extension of Credit, before and after giving effect to such Extension of Credit and to the application of the proceeds therefrom, as though made on and as of such date; and (ii) No event has occurred and is continuing, or would result from such Extension of Credit or from the application of the proceeds therefrom, that are unaudited, subject to year-end adjustments and constitutes an Event of Default or would constitute an Event of Default but for the exclusion of detailed footnotes) and (B) certifying requirement that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsnotice be given or time elapse or both.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit:: 112461100 v3 (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.17(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body) of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case, as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the such Borrower’s Approval) required for the due execution, delivery and performance by the such Borrower of this Agreement and the each other Loan DocumentsDocument to which such Borrower is, or is to become, a party; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate Copies of an Authorized Officer of the Borrower (A) attaching copies of all the BorrowerDisclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s unaudited consolidated balance sheet as of XXXXX Database or on FE’s website no later than the last day of Business Day immediately preceding the most recent fiscal quarter ended immediately prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case date of such statements that are unaudited, subject Extension of Credit will be deemed to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents have been delivered under this clause (iv)) are consistentand (B) projected financial statements of MAIT for the 12-month period ending December 31, 2017; (v) An opinion of Xxxxxx X. Xxxxxxx, General Counsel and Vice President of FirstEnergy Service Company, counsel for the Borrowers, substantially in the form of Exhibit E hereto; (vi) An opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel for the Borrowers, substantially in the form of Exhibit F hereto; (vii) An opinion of Xxxxxxx LLP, special Maryland counsel for TrAILCo, in form and substance reasonably satisfactory to the Administrative Agent; (viii) An opinion of Hunton & Xxxxxxxx LLP, special Virginia counsel for TrAILCo, in form and substance reasonably satisfactory to the Administrative Agent; and 112461100 v3 (ix) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any Lender may reasonably request, all material respectsin form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Borrowers shall have paid all of the fees payable in accordance with the ProjectionsFee Letters, including, without limitation, the up-front fees payable to the Lenders. (c) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing Credit Agreement and the FES/AESC Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement and the FES/AESC Credit Agreement shall have been terminated. (d) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the BorrowerAdvance, and the obligation of each the Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements and information referred to in paragraphs (iv) and (v) below), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each the Fronting Bank and each Lender: (i) Any Note requested by a Lender pursuant to Section 2.17(d), duly completed and executed by the Borrower and payable to the order of each such Lender; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and the Code of Regulations of the Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the Borrower’s ApprovalSEC Order) required for the due execution, delivery and performance by the Borrower of this Agreement and the each other Loan Documents; (ii) A certificate of an Authorized Officer of Document to which the Borrower certifying that the Transfer shall have occurredis, or is to become, a party; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate Copies of an Authorized Officer the consolidated balance sheets of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet and its Subsidiaries as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of March 31, 2004 and related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the three-month period then ended, prepared in all cases as amended and restated to the date of delivery; (v) An opinion of Xxxx X. Benz, Esq., counsel for the Borrower, substantially in the form of Exhibit E hereto; (vi) An opinion of Pillsbury Winthrop LLP, special counsel for the Borrower, in substantially the form of Exhibit F hereto; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit G hereto; and (viii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, the Fronting Bank or any Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, the Fronting Bank or such Lender (as the case may be). (b) The Borrower and the Fronting Bank shall have entered into an agreement, in form and substance satisfactory to the Fronting Bank, concerning fees payable by the Borrower to the Fronting Bank for its own account (the “Fronting Bank Fee Letter”). (c) The Borrower shall have paid all of the fees payable in accordance with GAAP (butthe Fee Letter, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that Borrower shall have paid all the financial statements and other documents delivered under this clause (iv) are consistent, fees payable in all material respects, accordance with the ProjectionsFronting Bank Fee Letter. (d) All amounts outstanding under the Existing Credit Agreements, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and 744224964 substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by the Borrower and payable to such Lender; (ii) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for resolutions of the due execution, delivery and performance by Board of Directors of the Borrower of approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for the Borrower; (vi) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two satisfaction of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&Pconditions specified in Section 3.02(i) with respect to the Borrower; and (ivvii) A certificate of an Authorized Officer Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrower (A) attaching copies shall have paid, or caused to be paid, all of the Borrower’s unaudited consolidated balance sheet as fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. 744224964 (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the BorrowerAdvance, and the obligation of each the Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements and information referred to in paragraphs (iv) and (v) below), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each the Fronting Bank and each Lender: (i) Any Note requested by a Lender pursuant to Section 2.17, duly completed and executed by the Borrower and payable to the order of each such Lender; (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the charter and the Code of Regulations of the Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the Borrower’s ApprovalSEC Order) required for the due execution, delivery and performance by the Borrower of this Agreement and the each other Loan Documents; (ii) A certificate of an Authorized Officer of Document to which the Borrower certifying that the Transfer shall have occurredis, or is to become, a party; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate Copies of an Authorized Officer the consolidated balance sheets of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet and its Subsidiaries as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the threefiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of June 30, 2003 and related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six-month period then ended, prepared in all cases as amended and restated to the date of delivery; (v) An opinion of Xxxx X. Benz, Esq., counsel for the Borrower, substantially in the form of Exhibit D hereto; (vi) An opinion of Pillsbury Winthrop LLP, special counsel for the Borrower, in substantially the form of Exhibit E hereto; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit F hereto; and (viii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, the Fronting Bank or any Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, the Fronting Bank or such Lender (as the case may be). (b) The Borrower and the Fronting Bank shall have entered into an agreement, in form and substance satisfactory to the Fronting Bank, concerning fees payable by the Borrower to the Fronting Bank for its own account (the “Fronting Bank Fee Letter”). (c) The Borrower and OE shall have paid all of the fees payable in accordance with GAAP (butthe Fee Letter, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that Borrower shall have paid all the financial statements and other documents delivered under this clause (iv) are consistent, fees payable in all material respects, accordance with the ProjectionsFronting Bank Fee Letter. (d) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated. (e) All amounts outstanding under the Standby Bond Purchase Agreement, dated as of August 1, 2003, among OE, the purchasers party thereto and Barclays, as administrative agent, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated. (f) The Administrative Agent shall have received evidence satisfactory to it of the execution and delivery of the Ohio Edison Facilities.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the such Borrower’s Approval, as applicable) required for the due execution, delivery and performance by the such Borrower of this Agreement and the each other Loan DocumentsDocument to which such Borrower is, or is to become, a party; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer Copies of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet sheets of each Borrower and its Subsidiaries (other than FES and ATSI, the financial statements of which are consolidated into the balance sheets of FE) as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2005, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries (other than FES and ATSI, the statements of income, retained earnings and cash flows of which are consolidated into the financial statements of FE) for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of such Borrower and its Subsidiaries (other than FES and ATSI, the balance sheets of which are consolidated into the balance sheets of FE) as of June 30, 2006 and related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries for the three-month period then ended, prepared in all cases as amended and restated to the date of delivery; (v) An opinion of Xxxx X. Benz, Esq., counsel for the Borrowers, substantially in the form of Exhibit G hereto; (vi) An opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel for the Borrowers, substantially in the form of Exhibit H hereto; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit I hereto; and (viii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be). (b) The Borrowers and each Fronting Bank shall have entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrower to such Fronting Bank for its own account (the “Fronting Bank Fee Letters”). (c) The Borrowers shall have paid all of the fees payable in accordance with GAAP (butthe Fee Letter, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that Borrowers shall have paid all the financial statements and other documents delivered under this clause (iv) are consistent, fees payable in all material respects, accordance with the ProjectionsFronting Bank Fee Letters. (d) All amounts outstanding under the Existing Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated and the Existing Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer Administrative Agent shall have occurredreceived the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: 61 752938400 (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the followingFee Letters, duly executed by each of the parties thereto. (c) FE shall have paid all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing Credit Agreements, in form each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and substance satisfactory the Existing Credit Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent and with one copy for each Fronting Bank and each Lender: (i) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for the due execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents; (ii) A certificate of an Authorized Officer on behalf of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet as of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) All Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the such Borrower’s Approval, as applicable) required for the due execution, delivery and performance by the such Borrower of this Agreement and the each other Loan DocumentsDocument to which such Borrower is, or is to become, a party; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer Copies of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet sheets of each Borrower and its Subsidiaries (other than FES and ATSI, the financial statements of which are consolidated into the balance sheets of FE) as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2004, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries (other than FES and ATSI, the statements of income, retained earnings and cash flows of which are consolidated into the financial statements of FE) for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of such Borrower and its Subsidiaries (other than FES and ATSI, the balance sheets of which are consolidated into the balance sheets of FE) as of March 31, 2005 and related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries for the three-month period then ended, prepared in all cases as amended and restated to the date of delivery; (v) An opinion of Xxxx X. Benz, Esq., counsel for the Borrowers, substantially in the form of Exhibit G hereto; (vi) An opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, special counsel for the Borrowers, in substantially the form of Exhibit H hereto; (vii) A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit I hereto; and (viii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank, any Swing Line Lender or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank, such Swing Line Lender or such other Lender (as the case may be). (b) The Borrowers and each Fronting Bank shall have entered into an agreement, in form and substance satisfactory to such Fronting Bank, concerning fees payable by the Borrower to such Fronting Bank for its own account (the “Fronting Bank Fee Letters”). (c) The Borrowers shall have paid all of the fees payable in accordance with GAAP (butthe Fee Letter, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that Borrowers shall have paid all the financial statements and other documents delivered under this clause (iv) are consistent, fees payable in all material respects, accordance with the ProjectionsFronting Bank Fee Letters. (d) All amounts outstanding under the Existing Credit Agreements, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by the Borrower and payable to such Lender; (ii) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for resolutions of the due execution, delivery and performance by Board of Directors of the Borrower of approving this Agreement and the other Loan Documents to which it is, or is to 753190981 be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which the Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of the Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for the Borrower; (vi) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two satisfaction of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&Pconditions specified in Section 3.02(i) with respect to the Borrower; and (ivvii) A certificate of an Authorized Officer Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrower (A) attaching copies shall have paid, or caused to be paid, all of the Borrower’s unaudited consolidated balance sheet as fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer Administrative Agent shall have occurredreceived the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: 62 753191220 (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the followingFee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FET Credit Agreement, in form each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and substance satisfactory the Existing FET Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent and with one copy for each Fronting Bank and each Lender: (i) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for the due execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents; (ii) A certificate of an Authorized Officer on behalf of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet as of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; 62 753191373 (ii) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for resolutions of the due execution, delivery and performance by the Board of Directors of each Borrower of approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of the each Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two satisfaction of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&Pconditions specified in Section 3.02(i) with respect to such Borrower; and (ivvii) A certificate of an Authorized Officer Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the Borrower parties thereto. (Ac) attaching copies The Borrowers shall have paid, or caused to be paid, all of the Borrower’s unaudited consolidated balance sheet as fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; 62 753190870 (ii) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for resolutions of the due execution, delivery and performance by the Board of Directors of each Borrower of approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of the each Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two satisfaction of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&Pconditions specified in Section 3.02(i) with respect to such Borrower; and (ivvii) A certificate of an Authorized Officer Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the Borrower parties thereto. (Ac) attaching copies The Borrowers shall have paid, or caused to be paid, all of the Borrower’s unaudited consolidated balance sheet as fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are Loan is subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by the Borrower and payable to the order of such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Loan Party approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (A) the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Loan Party, in each case as in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the Borrowersuch Loan Party’s Approval, as applicable) required for the due execution, delivery and performance by the Borrower such Loan Party of this Agreement and the each other Loan DocumentsDocument to which such Loan Party is, or is to become, a party; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate of an Authorized Officer Copies of the Borrower (A) attaching copies of the Borrower’s unaudited consolidated balance sheet sheets of FE and its Subsidiaries as of the last day of the most recent fiscal quarter ended immediately prior to the Funding Availability Date December 31, 2007, and the related consolidated statements of income, retained earnings and cash flows of FE and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of FE and its Subsidiaries as of June 30, 2008, and related consolidated statements of income and cash flows of FE and its Subsidiaries for the three-month period then ended, prepared in all cases as amended and restated to the date of delivery; (NY) 08014/507/FIRSTENERGY/CA.doc (v) An opinion of Wenxx X. Xxxxx, Xssociate General Counsel, counsel for the Borrower, or other Associate General Counsel of Borrower, satisfactory in form and substance to the Administrative Agent; (vi) An opinion of Akin Gump Strxxxx Xxuxx & Felx XXP, special counsel for the Borrower, satisfactory in form and substance to the Administrative Agent; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent or such other Lender (as the case may be). (b) [Reserved]. (c) The Borrower shall have paid all of the fees payable on the date hereof in accordance with GAAP the Agency Letter. (butd) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act. (e) The Borrower shall have issued to the Administrative Agent for its benefit and the benefit of the Lenders a first lien mortgage bond (the “FEGC First Mortgage Bond”) pursuant to the Open-End Mortgage, General Mortgage Indenture and Deed of Trust dated as of June 19, 2008, between the Borrower and The Bank of New York Trust Company, N.A. (the “2008 FEGC First Mortgage Indenture”), which FEGC First Mortgage Bond shall (i) be in a principal amount not less than the aggregate amount of the Commitments as of the date hereof, (ii) provide that any Event of Default hereunder (other than an Event of Default under Section 6.01(e) directly arising from a failure to pay or other default under any Existing Credit Facility) shall constitute an “Event of Default” as defined in the 2008 FEGC First Mortgage Indenture or shall otherwise trigger redemption or put rights, in each case in form and substance satisfactory to the case Administrative Agent, (iii) provide that at no time prior to the Termination Date shall the aggregate outstanding amount of bonds issued under the 2008 FEGC First Mortgage Indenture exceed 60% (or such statements that are unauditedgreater percentage as shall have been consented to by the Administrative Agent, subject with such consent not to year-end adjustments be unreasonably withheld) of the lesser of the Cost or Fair Value of all Property Additions (each capitalized term used in this clause (iii) and not otherwise defined herein shall have the exclusion of detailed footnotesmeaning set forth in 2008 FEGC First Mortgage Indenture as in effect on the date hereof) and (B) certifying that the financial statements and other documents delivered under this clause (iv) otherwise be on terms satisfactory to the Administrative Agent. The Loan Parties shall have entered into such documents, including such amendments to this Agreement, and performed such filings, recordations and searches, as are consistentnecessary or requested by the Administrative Agent to give effect to the immediately preceding sentence. (f) The Loan Parties shall have engaged one or more investment banks satisfactory to the Administrative Agent to publicly sell or privately place debt or equity securities of the Loan Parties or their Subsidiaries, the proceeds of which will be used to provide funds for the prepayment in all material respects, with full of the Projections.Loans and termination of the Commitments. (NY) 08014/507/FIRSTENERGY/CA.doc

Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of all necessary governmental and regulatory authorizations and approvals (including the Borrower’s Approval) required for resolutions of the due execution, delivery and performance by the Board of Directors of each Borrower of approving this Agreement and the other Loan Documents to which it is, or is to [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iiiii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s XXXXX Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of Xxxxx Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of the each Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two satisfaction of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&Pconditions specified in Section 3.02(i) with respect to such Borrower; and (ivvii) A certificate of an Authorized Officer Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the Borrower parties thereto. (Ac) attaching copies FE shall have paid all of the Borrower’s unaudited consolidated balance sheet as fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing Credit Agreements, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreements shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the last day of the most recent fiscal quarter ended immediately Lenders prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents delivered under this clause (iv) are consistent, in all material respects, with the Projectionsdate hereof.

Conditions Precedent to Initial Extension of Credit. ‌ The obligation of each Lender to make its initial Advance to the any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Transfer shall have occurred. (b) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.17(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors (or similar governing body) of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case, as in effect on such date, and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (including the Borrowersuch Xxxxxxxx’s Approval) required for the due execution, delivery and performance by the such Borrower of this Agreement and the each other Loan DocumentsDocument to which such Borrower is, or is to become, a party; (ii) A certificate of an Authorized Officer of the Borrower certifying that the Transfer shall have occurred; (iii) Evidence that the Borrower maintains at least two of the following issuer and corporate family ratings: BBB- or higher by Fitch, Baa3 or higher by Xxxxx’x and BBB- or higher by S&P; and (iv) A certificate Copies of an Authorized Officer of the Borrower (A) attaching copies of all the BorrowerDisclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s unaudited consolidated balance sheet as of XXXXX Database or on FE’s website no later than the last day of Business Day immediately preceding the most recent fiscal quarter ended immediately prior to the Funding Availability Date and the related consolidated statements of income, retained earnings and cash flows for the three-month period then ended, prepared in accordance with GAAP (but, in the case date of such statements that are unaudited, subject Extension of Credit will be deemed to year-end adjustments and the exclusion of detailed footnotes) and (B) certifying that the financial statements and other documents have been delivered under this clause (iv)) are consistentand (B) projected financial statements of MAIT for the 12-month period ending December 31, 2017; (v) An opinion of Xxxxxx X. Xxxxxxx, General Counsel and Vice President of FirstEnergy Service Company, counsel for the Borrowers, substantially in the form of Exhibit E hereto; (vi) An opinion of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP, special counsel for the Borrowers, substantially in the form of Exhibit F hereto; (vii) An opinion of Xxxxxxx LLP, special Maryland counsel for TrAILCo, in form and substance reasonably satisfactory to the Administrative Agent; (viii) An opinion of Xxxxxx & Xxxxxxxx LLP, special Virginia counsel for TrAILCo, in form and substance reasonably satisfactory to the Administrative Agent; and (ix) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any Lender may reasonably request, all material respectsin form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Borrowers shall have paid all of the fees payable in accordance with the ProjectionsFee Letters, including, without limitation, the up-front fees payable to the Lenders. (c) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing Credit Agreement and the FES/AESC Credit Agreement, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing Credit Agreement and the FES/AESC Credit Agreement shall have been terminated. (d) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.