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. 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. 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. 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. Subject to the terms and conditions set forth herein, as of the Waiver Effective Date, each of the Waiving Parties hereby consents to the Tremco Conversion and waives the occurrence of the Subject Events.
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).
Consent and Limited Waiver. Agent and the Banks hereby consent to the purchase by Standard Components de Mexico, a wholly-owned subsidiary of Borrower, of Plant No. 3 located in Acuna, Mexico (the "Purchase") from Industrials Irvin de Mexico, Pubxxx Xorporation of Variable Capital (the "Seller") pursuant to the terms of that certain Term Purchase Option with Right of Lien dated as of May 15, 2002. Further, Agent and the Banks waive any default or Event of Default under the Loan Agreement arising under Paragraphs 11.3(b) and 11.3(g) as a result of the Purchase effective as of July 31, 2002. The Borrower hereby acknowledges that the waiver contained in this Amendment is granted by Agent and the Banks only for the limited purpose set forth herein and each term and provision of the Loan Agreement continues in full force and effect. The waiver in no manner creates a course of dealing or otherwise impairs the future ability of Agent or the Banks to declare an Event of Default under or otherwise enforce the terms 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.
