Consent and Limited Waiver. Subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 3 hereof, each of the Administrative Agent and the Lenders party hereto hereby, in reliance on the representations and warranties set forth herein, and the facts and circumstances disclosed by the Credit Parties on or before the Amendment Effective Date (as defined below), (i) agrees that, upon the occurrence of the Amendment Effective Date, and notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Specified Transactions are consented to and approved in all respects and (ii) waives compliance with any applicable provisions of any Loan Document that would prohibit the consummation of the Specified Transactions, solely as any such provisions apply to the consummation of the Specified Transactions; provided that (x) the sale of equity interests of FirstEnergy Transmission, LLC (“FET”) to North American Transmission Company II L.P. (the “Sponsor”) up to an amount that would not result in the Sponsor owning, at any time, more than 49.9% of the total outstanding equity interests of FET shall occur no later than January 31, 2024, unless such date is otherwise extended in writing by FirstEnergy Corp. (“FE”) and the Sponsor and (y) the Borrowers hereby agree to take all steps reasonably necessary to protect, preserve and maintain the Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents.
Consent and Limited Waiver. (a) Subject to the satisfaction or waiver in writing of the conditions precedent set forth in Section 4 hereof, each of the Administrative Agent and the Lenders party hereto hereby, in reliance on the representations and warranties set forth herein, the covenant set forth in Section 1(b) hereof, and the facts and circumstances disclosed to the Credit Parties on or before the Amendment Effective Date, (i) agrees that, upon the occurrence of the Amendment Effective Date, and notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Specified Transactions are consented to and approved in all respects and (ii) waives compliance with any applicable provisions of any Loan Document that would prohibit the consummation of the Specified Transactions, solely as any such provisions apply to the consummation of the Specified Transactions; provided that (x) with respect to the Specified Investment (as defined in Schedule 1), such Specified Investment shall occur no later than the closing date set forth in the Purchase and Sale Agreement, dated as of February 2, 2023, by and among FE, FET and North American Transmission Company II LLC (the “Purchase Agreement”), including any extensions thereto as set forth in the Purchase Agreement as of the date hereof, and (y) the Borrowers hereby agree to take all steps reasonably necessary to protect, preserve and maintain the Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents. 753227678
Consent and Limited Waiver. 4.01 Upon the effectiveness of this Amendment (including the satisfaction of the conditions set forth in Section 3.01 hereof) and the receipt of the sale documentation between Borrower and the purchaser of Mortgaged Property and all other documents executed in connection therewith, in form and substance acceptable to Agent, Agent and the Lenders hereby consent to the Proposed Sale Transaction which would otherwise cause a violation of Section 7.3 and agree to release its lien on the Mortgaged Property being sold in such Proposed Sale Transaction.
Consent and Limited Waiver. Notwithstanding anything to the contrary contained in the Credit Agreement or the other Loan Documents, subject to the satisfaction (or waiver) of only the conditions precedent set forth in Article V below, and in reliance on the representations, warranties, covenants and agreements contained herein, Borrower, Agent and the undersigned Lenders (who constitute the Required Lenders) hereby agree as follows:
Consent and Limited Waiver. Subject to the terms and conditions set forth in this Amendment,
Consent and Limited Waiver. Notwithstanding anything to the contrary contained in the Loan Agreement or the other Loan Documents, in reliance on the representations, warranties, covenants and agreements contained herein, the Credit Patties and the Lender hereby agree as follows:
Consent and Limited Waiver. (a) Subject to the terms and conditions herein and effective upon the satisfaction of the conditions precedent set forth in Section 2 above, the Administrative Agent and Required Lenders hereby waive any Events of Default resulting from the failure of the Borrower and Holdings to comply with the requirements under Section 6.01(b) of the Credit Agreement to timely deliver quarterly financial reports and the requirement under Section 6.02(a) of the Credit Agreement to deliver a Compliance Certificate together therewith, in each case for the fiscal period ending September 28, 2014 (the “Existing Events of Default”). For the avoidance of doubt, the effect of the waiver of Existing Events of Default shall extend to the Revolving Credit Facility, any representation or warranty made in connection therewith shall be construed to account for the Existing Events of Default, and the availability of the Loans thereunder shall not be affected on account of the Existing Events of Default unless such waiver is revoked pursuant to Section 3(b) below.
Consent and Limited Waiver. (a) Subject to the terms and conditions hereof, Lender hereby consents that Clarient may (i) with Comerica amend the Subordinated Loan Agreement to increase the maximum principal amount that may be outstanding thereunder at any time by $3,500,000, to a maximum of $12,000,000 (such $3,500,000 increase in the maximum principal amount, the “Additional Subordinated Loan”), pursuant to that certain Seventh Amendment to Loan Agreement, dated as of January 17, 2007, attached hereto as Exhibit A, and may borrow up to the full amount of the Additional Subordinated Loan, (ii) enter into an Amended and Restated Reimbursement and Indemnity Agreement (the “Amended Safeguard Reimbursement Agreement”) with SSDI and SDI, in substantially the form attached hereto as Exhibit B, (iii) issue to SDI warrants to purchase up to 350,000 shares of the capital stock of Clarient, in each case in substantially the form attached hereto as Exhibit C, and (iv) use up to $1,000,000 of borrowings under the initial advance of the Additional Subordinated Loan to repay to SDI an aggregate of $1,000,000 in respect of that certain $1,000,000 advance made by SDI to Clarient on January 11, 2007 (the “Safeguard Advance”); provided, however, that (i) neither Clarient nor any other Company may pay to SSI, SSDI or SDI or any of their Affiliates any amounts owing by Clarient under the Amended Safeguard Reimbursement Agreement except to the extent that any such payments are expressly permitted under the terms and conditions of the Safeguard Subordination Agreement, as the same has been amended pursuant to that certain First Amendment to Subordination Agreement, dated as of the date hereof (and as the same may hereafter be further amended with Lender’s consent), by and among the Companies, Lender, SSI, SSDI and SDI, and (ii) any amounts owing by Clarient to Comerica with respect to the Additional Subordinated Loan may only be repaid in accordance with the terms and conditions of the Comerica Subordination Agreement, as the same has been amended pursuant to that certain First Amendment to Subordination Agreement, dated as of the date hereof (and as the same may hereafter be further amended with Lender’s consent), by and among the Companies, Lender and Comerica. Except as expressly provided herein, the execution and delivery of this Agreement does not and will not constitute a consent to or a waiver of any noncompliance with the provisions of the Loan Agreement.
Consent and Limited Waiver. (a) The Borrower has informed the Administrative Agent and the Lenders of its intent to (a) sell (i) up to 5,000,000 Common Units representing limited partner interests in NRGM and (ii) all of the assets or Capital Stock of US Salt, LLC pursuant to which US Salt, LLC will be released as a Subsidiary Guarantor under the Credit Agreement (such sales described in the foregoing clauses (i) and (ii) collectively, the “Asset Sale”) and (b) to repay a portion of its Senior Unsecured Notes pursuant to a tender offer for such notes or open market purchases of such notes (such repayment, the “Debt Repayment”) and funding the Debt Repayment with proceeds of Revolving Loans. The Borrower has requested the Administrative Agent and the Required Lenders to consent (the “Consent”) to and agree with the following in connection with such Asset Sale and such Debt Repayment: (i) notwithstanding anything contained in Section 6.03 of the Credit Agreement to the contrary, the Borrower may make such Asset Sale and (ii) notwithstanding anything contained in 6.13 of the Credit Agreement to the contrary, the Borrower may make the Debt Repayment in a principal amount not to exceed 50% of the dollar value of the total consideration received by the Borrower from the Asset Sale (net of any costs, fees and expenses directly incurred in connection with the Asset Sale) at any time during the twelve (12) month period immediately following the date of the Asset Sale and fund the Debt Repayment with the proceeds of Revolving Loans so long as at the time of and immediately after giving effect (including pro forma effect) to such Debt Repayment (x) no Default or Event of Default shall have occurred or be continuing and (y) the Senior Secured Leverage Ratio is less than 1.50 to 1.00. Effective as of Effective Date, the Administrative Agent and the Lenders hereby grant the Consent.
Consent and Limited Waiver. (a) The Required Lenders hereby (i) consent to the Atlantic City Sale, (ii) waive compliance by the Borrower with Section 6.05(b) of the Credit Agreement with respect to the Atlantic City Sale, (iii) agree that all Liens on assets sold with respect to the Atlantic City Sale and any guaranty of a Guarantor that is sold with respect to the Atlantic City Sale shall be concurrently released and (iv) agree that the proceeds received from the Atlantic City Sale shall be deemed to satisfy Section 6.05(b)(iii) of the Credit Agreement, notwithstanding the $50,000,000/$100,000,000 cap on Asset Sales set forth therein; provided that upon the consummation of the Atlantic City Sale, such cap shall be deemed to be fully utilized for the purpose of determining compliance with Section 6.05(b)(iii) for any other Asset Sale (other than the Evansville Sale as provided in paragraph (b) below and the Louisiana Sale as provided in paragraph (f) below).
