Common use of Consent and Limited Waiver Clause in Contracts

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. (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, 753216876 preserve and maintain the Lenders’ rights and remedies under the Credit Agreement and the other Loan Documents. 753227678.

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. (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. 753227678752983076