Common use of Mergers and Consolidations of Trust Clause in Contracts

Mergers and Consolidations of Trust. (a) The Trust may not consolidate, amalgamate, convert, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Article VIII and this Article IX. (b) The Trust may, with the consent of the Grantor and without the consent of the Holders of the Trust Securities, the Delaware Trustee, the Property Trustee or the Regular Trustees consolidate, amalgamate, merge, convert, with or into, or be replaced by a trust organized as such under the laws of any State of the United States; provided that: (i) if the Trust is not the survivor, such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the "Successor Trust Securities") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Distributions, assets and payments upon liquidation, redemption and otherwise; (ii) the Grantor expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the Holder of the Preferred Securities; (iii) the Trust Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Securities are then listed or quoted; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material respect; (vi) such Successor Entity has a purpose substantially identical to that of the Trust; and (vii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Grantor has received an opinion of counsel (which may be regular counsel to Met-Ed or an Affiliate, but not an employee thereof) to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement will not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material 38 respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the 1940 Act; (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, conversion, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) The Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Securities, consolidate, amalgamate, convert, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, conversion, merger or replacement would cause the Trust or Successor Entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Mergers and Consolidations of Trust. (a) The Trust may not consolidate, amalgamate, convert, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Article VIII and this Article IX. (b) The Trust may, with the consent of the Grantor and without the consent of the Holders of the Trust Securities, the Delaware Trustee, the Property Trustee or the Regular Trustees consolidate, amalgamate, merge, convert, with or into, or be replaced by a trust organized as such under the laws of any State of the United States; provided that: (i) if the Trust is not the survivor, such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the "Successor Trust Securities") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Distributions, assets and payments upon liquidation, redemption and otherwise; (ii) the Grantor expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the Holder of the Preferred Securities; (iii) the Trust Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Securities are then listed or quoted;; 37 (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material respect; (vi) such Successor Entity has a purpose substantially identical to that of the Trust; and (vii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Grantor has received an opinion of counsel (which may be regular counsel to Met-Ed or an Affiliate, but not an employee thereof) to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement will not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material 38 respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the 1940 Act; (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, conversion, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) The Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Securities, consolidate, amalgamate, convert, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, conversion, merger or replacement would cause the Trust or Successor Entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Mergers and Consolidations of Trust. (a) The Trust may not consolidate, amalgamate, convert, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Article VIII and this Article IX. (b) The Trust may, with the consent of the Grantor and without the consent of the Holders of the Trust Securities, the Delaware Trustee, the Property Trustee or the Regular Trustees consolidate, amalgamate, merge, convert, with or into, or be replaced by a trust organized as such under the laws of any State of the United States; provided that: (i) if the Trust is not the survivor, such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the "Successor Trust Securities") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Distributions, assets and payments upon liquidation, redemption and otherwise; (ii) the Grantor expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the Holder of the Preferred Securities; (iii) the Trust Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Securities are then listed or quoted; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material respect; (vi) such Successor Entity has a purpose substantially identical to that of the Trust; and (vii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Grantor has received an opinion of counsel (which may be regular counsel to Met-Ed Penelec or an Affiliate, but not an employee thereof) to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement will not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material 38 respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the 1940 Act; (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, conversion, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) The Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Securities, consolidate, amalgamate, convert, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, conversion, merger or replacement would cause the Trust or Successor Entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Mergers and Consolidations of Trust. (a) The Trust may not consolidate, amalgamate, convert, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Article VIII and this Article IX. (b) The Trust may, with the consent of the Grantor and without the consent of the Holders of the Trust Securities, the Delaware Trustee, the Property Trustee or the Regular Trustees consolidate, amalgamate, merge, convert, with or into, or be replaced by a trust organized as such under the laws of any State of the United States; provided that: (i) if the Trust is not the survivor, such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the "Successor Trust Securities") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Distributions, assets and payments upon liquidation, redemption and otherwise; (ii) the Grantor expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the Holder of the Preferred Securities; (iii) the Trust Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Securities are then listed or quoted; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material respect; (vi) such Successor Entity has a purpose substantially identical to that of the Trust; and (vii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Grantor has received an opinion of counsel (which may be regular counsel to Met-Ed Penelec or an Affiliate, but not an employee thereof) to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement will not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Trust Securities) in any material 38 respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the 1940 Act;; 37 (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, conversion, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) The Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Securities, consolidate, amalgamate, convert, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, conversion, merger or replacement would cause the Trust or Successor Entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.