Common use of Consolidations, Mergers and Transfers of Assets Clause in Contracts

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Such Borrower will not consolidate or merge with or into any other Person; provided that the such Borrower may consolidate or merge with another Person if: (i) either (A) the such Borrower is the corporation surviving such merger or (B) the such Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the such Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the such Borrower to be performed or observed, as fully as if such Successor were originally named as the such Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the such Borrower shall have occurred and be continuing. (b) The Such Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen 15 days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. Neither New Valero nor any of its Subsidiaries will: (a) The Borrower will not merge or consolidate or merge with or into any other Person; provided provided, that the Borrower a Subsidiary may consolidate or merge with another Person ifto effect a Transfer permitted under clause (b) below; (b) sell, lease, transfer or otherwise dispose of (each, a "TRANSFER") all or part of its assets (other than (w) Transfers of inventory or of abandoned, obsolete or worn-out machinery, fixtures, equipment and materials in the ordinary course of business, (x) Transfers of inventory pursuant to the inventory monetization arrangement contemplated by Section 7.20, (y) Transfers of cash or short-term investments otherwise permitted under this Agreement and (z) Transfers pursuant to the Distribution Agreement), to any Person, which assets have a fair market value (as determined in good faith by New Valero's or the relevant Subsidiary's Board of Directors) which, when aggregated with the proceeds of the other assets of New Valero and its Subsidiaries Transferred subsequent to the date hereof (exclusive of Transfers permitted by the following provisos) are in an amount in excess of 25% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that, subject to Section 7.12: (i) either any Subsidiary may merge with New Valero (provided that New Valero shall be the continuing or surviving corporation) or with any one or more other Wholly Owned Consolidated Subsidiaries of New Valero; (ii) New Valero or any Subsidiary may Transfer any of its assets to New Valero or another Wholly Owned Consolidated Subsidiary of New Valero; (iii) New Valero or any Subsidiary may transfer any asset to any Subsidiary of New Valero so long as (A) the Borrower consideration received by the transferor in respect of such transfer is at least equal to the corporation surviving such merger or fair market value of the assets so transferred and (B) the Borrower gives warranty, indemnity and other non-monetary obligations imposed on the Administrative Agent parties to such transfer are no more burdensome than those that would be imposed at least fifteen days prior written notice such time in a comparable arm's-length transaction with a third party; (iv) New Valero may merge or consolidate with any other Person, provided that: (A) at the time of such consolidation event no Default shall have occurred and be continuing or merger would occur after giving effect to such event; and (and B) New Valero shall be the Administrative Agent shall promptly provide continuing or surviving corporation; and (v) a copy Subsidiary of such notice to the Lenders) and the New Valero may merge or consolidate with any Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each or any State of the LendersUnited States, in form reasonably satisfactory to the Administrative Agent, the due provided that no Default shall have occurred and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed continuing or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) would occur after giving effect to such consolidation event and that the surviving or merger, no Default with respect to the Borrower successor entity shall have occurred and be continuinga Subsidiary. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Such Borrower will not consolidate or merge with or into any other Person; provided that the such Borrower may consolidate or merge with another Person if: (i) either (A) the such Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the such Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) Columbia and shall expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the LendersBanks, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the such Borrower to be performed or observed, as fully as if such Successor were originally named as the such Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the such Borrower shall have occurred and be continuing. (b) The Such Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person; provided that the sale or transfer of (i) ConEd’s fossil-fueled generating capacity, as contemplated or required by the ConEd Settlement Agreement, (ii) O&R’s fossil-fueled generating capacity, as contemplated or required by the O&R Settlement Agreement, (iii) ConEd’s generation assets in New York City, as contemplated or required by the Order of the New York State Public Service Commission dated July 21, 1998 or (iv) O&R’s generation assets, as contemplated or required by the Order of the New York State Public Service Commission dated April 16, 1998 (as modified by the Order of the New York State Public Service Commission dated October 7, 1998), individually or in the aggregate, shall not constitute a sale or transfer of all or substantially all of such Borrower’s assets.

Consolidations, Mergers and Transfers of Assets. Neither Old Valero nor any of its Subsidiaries will: (a) The Borrower will not merge or consolidate or merge with or into any other Person; provided provided, that the Borrower a Subsidiary may consolidate or merge with another Person ifto effect a Transfer permitted under clause (b) below; (b) sell, lease, transfer or otherwise dispose of (each, a "TRANSFER") all or part of its assets (other than (x) Transfers of inventory in the ordinary course of business, (y) Transfers of cash or short-term investments otherwise permitted under this Agreement and (z) Transfers of abandoned, obsolete or worn-out machinery, fixtures, equipment and materials), to any Person, which assets have a fair market value (as determined in good faith by Old Valero or applicable Subsidiary's Board of Directors) which, when aggregated with the proceeds of the other assets of Old Valero and its Subsidiaries Transferred subsequent to the date hereof (exclusive of Transfers permitted by the following provisos) are in an amount in excess of 25% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that, subject to Section 6.12: (i) either any Subsidiary may merge with Old Valero (provided that Old Valero shall be the continuing or surviving corporation) or with any one or more other Subsidiaries; (ii) Old Valero or any non-Partnership Subsidiary may Transfer any of its assets to Old Valero or another non-Partnership Subsidiary, and any Partnership Subsidiary may Transfer any of its assets to Old Valero or another Subsidiary; (iii) Old Valero or any non-Partnership Subsidiary may transfer any asset to any Partnership Subsidiary so long as (A) the Borrower consideration received by the transferor in respect of such transfer is at least equal to the corporation surviving such merger or fair market value of the assets so transferred and (B) the Borrower gives warranty, indemnity and other non-monetary obligations imposed on the Administrative Agent parties to such transfer are no more burdensome than those that would be imposed at least fifteen days prior written notice such time in a comparable arm's-length transaction with a third party; (iv) Old Valero may merge or consolidate with any other Person, provided that: (A) at the time of such consolidation event no Default shall have occurred and be continuing or merger would occur after giving effect to such event; and (and B) Old Valero shall be the Administrative Agent shall promptly provide continuing or surviving corporation; and (v) a copy of such notice to the Lenders) and the Subsidiary may merge or consolidate with any Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each or any State of the LendersUnited States, in form reasonably satisfactory to the Administrative Agent, the due provided that no Default shall have occurred and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed continuing or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) would occur after giving effect to such consolidation event and that the surviving or merger, no Default with respect to the Borrower successor entity shall have occurred and be continuinga Subsidiary. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower or a Wholly-Owned Consolidated Subsidiary is the corporation surviving such merger or merger; (Bii) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation or into which the Borrower is merged (any such Person, the “"Successor”"), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) Columbia and shall expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the LendersBanks, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans the Notes and the performance of the other obligations under this Agreement and its the Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and ; (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing; and (iv) the Borrower has delivered to the Administrative Agent a certificate on behalf of the Borrower signed by a Financial Officer and an opinion of counsel (which counsel may be an employee of the Borrower), each stating that all conditions provided in this Section 6.13 relating to such transaction have been satisfied. (b) The Borrower and its Subsidiaries will not not, sell, lease lease, transfer or otherwise transferdispose of (each, directly or indirectly, a "Transfer") all or substantially all part of the assets of the Borrower and its assetsSubsidiaries taken as a whole (other than (w) Transfers of inventory or of abandoned, obsolete or worn-out machinery, fixtures, equipment and materials in the ordinary course of business; (x) Transfers of inventory pursuant to inventory monetization arrangements which provide for financing not in excess of $150,000,000, (y) Transfers of cash or short-term investments and (z) (i) if the Borrower has an Investment Grade Rating, Transfers of assets by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or any other Subsidiary and (ii) otherwise, Transfers of assets by the Borrower to any Guarantor or by any Guarantor to the Borrower or any other Guarantor), to any Person, which assets have a fair market value (as determined in good faith by the Borrower's Board of Directors) which, when aggregated with the proceeds of the other Personassets of the Borrower and its Subsidiaries taken as a whole Transferred subsequent to the date hereof (exclusive of Transfers permitted by the foregoing clauses (w), (x), (y) and (z)) are in an amount in excess of 25% of Consolidated Total Assets as of the end of the immediately preceding fiscal year.

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen 15 days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. Neither the Borrower nor any Subsidiary will: (a) The Borrower will not merge or consolidate or merge with or into any other Person; provided provided, that the Borrower a Subsidiary may consolidate or merge with another Person ifto effect a Transfer permitted under clause (b) below; (b) sell, lease, transfer or otherwise dispose of (each, a Transfer ) all or part of its assets (other than (x) Transfers of inventory in the ordinary course of business, (y) Transfers of cash or short-term investments otherwise permitted under this Agreement and (z) Transfers of obsolete or worn-out machinery, fixtures and equipment), to any Person, which assets have a fair market value (as determined in good faith by the Borrower s or applicable Subsidiary s Board of Directors) which, when aggregated with the proceeds of the other assets of the Borrower and its Subsidiaries Transferred subsequent to the date hereof (exclusive of Transfers permitted by the following provisos) are in an amount in excess of 25% of Consolidated Total Assets as of the end of the immediately preceding fiscal year; provided that, subject to Section 6.12: (i) either any Subsidiary may merge with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with any one or more other Subsidiaries; (ii) the Borrower or any non-Partnership Subsidiary may Transfer any of its assets to the Borrower or another non-Partnership Subsidiary, and any Partnership Subsidiary may Transfer any of its assets to the Borrower or another Subsidiary; (iii) the Borrower or any non-Partnership Subsidiary may transfer any asset to any Partnership Subsidiary so long as (A) the consideration received by the transferor in respect of such transfer is at least equal to the fair market value of the assets so transferred and (B) the warranty, indemnity and other non-monetary obligations imposed on the parties to such transfer are no more burdensome than those that would be imposed at such time in a comparable arm's-length transaction with a third party; (iv) the Borrower is may merge or consolidate with any other Person, provided that: (A) at the corporation surviving time of such merger event no Default shall have occurred and be continuing or would occur after giving effect to such event; and (B) the Borrower gives shall be the Administrative Agent at least fifteen days prior written notice of such consolidation continuing or merger surviving corporation; and (and the Administrative Agent shall promptly provide v) a copy of such notice to the Lenders) and the Subsidiary may merge or consolidate with any Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each or any State of the LendersUnited States, in form reasonably satisfactory to the Administrative Agent, the due provided that no Default shall have occurred and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed continuing or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) would occur after giving effect to such consolidation event and that the surviving or merger, no Default with respect to the Borrower successor entity shall have occurred and be continuinga Subsidiary. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.

Consolidations, Mergers and Transfers of Assets. (a) The Such Borrower will not consolidate or merge with or into any other Person; provided that the such Borrower may consolidate or merge with another Person if: (i) either (A) the such Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the such Borrower) surviving such merger or formed by such consolidation or into which such Borrower is merged (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) Columbia and shall expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the LendersBanks, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the such Borrower to be performed or observed, as fully as if such Successor were originally named as the such Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the such Borrower shall have occurred and be continuing. (b) The Such Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person; provided that the sale or transfer of (i) ConEd’s fossil-fueled generating capacity, as contemplated or required by the ConEd Settlement Agreement, (ii) O&R’s fossil-fueled generating capacity, as contemplated or required by the O&R Settlement Agreement, (iii) ConEd’s generation assets in New York City, as contemplated or required by the Order of the New York State Public Service Commission dated July 21, 1998 or (iv) O&R’s generation assets, as contemplated or required by the Order of the New York State Public Service Commission dated April 16, 1998 (as modified by the Order of the New York State Public Service Commission dated October 7, 1998), individually or in the aggregate, shall not constitute a sale or transfer of all or substantially all of such Borrower’s assets.

Consolidations, Mergers and Transfers of Assets. (a) The Borrower will not consolidate or merge with or into any other Person; provided that the Borrower may consolidate or merge with another Person if: (i) either (A) the Borrower is the corporation surviving such merger or (B) the Borrower gives the Administrative Agent at least fifteen days prior written notice of such consolidation or merger (and the Administrative Agent shall promptly provide a copy of such notice to the Lenders) and the Person (if other than the Borrower) surviving such merger or formed by such consolidation (any such Person, the “Successor”), shall (i) be organized and existing under the laws of the United States, any state thereof or the District of Columbia; (ii) expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on its Loans and the performance of the other obligations under this Agreement and its Notes on the part of the Borrower to be performed or observed, as fully as if such Successor were originally named as the Borrower in this Agreement; and (iii) at least five days prior to such consolidation or merger, provide (A) all documentation and other information about the Successor as may be reasonably requested in writing by the Administrative Agent or any Lender that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and (B) opinions of counsel to the Successor covering corporate status of the Successor and its authority to enter into, and enforceability of, the agreement evidencing its assumptions of the obligations hereunder, in form and substance reasonably acceptable to the Administrative Agent; and (ii) after giving effect to such consolidation or merger, no Default with respect to the Borrower shall have occurred and be continuing. (b) The Borrower will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets, to any other Person.