Common use of Mergers and Consolidations Clause in Contracts

Mergers and Consolidations. The Borrower shall not, nor shall it cause or permit any of the Guarantors to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, (2) the Borrower or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person is a corporation, limited liability company or partnership organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes all of the obligations of the Borrower, or of such Guarantor, as applicable, under the Loan Documents, (3) any Guarantor may dispose of all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor and (4) any Guarantor may liquidate (other than in connection with a merger or a consolidation which shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.

Mergers and Consolidations. The Borrower shall notNot, nor shall it cause or and not permit any of the Guarantors Restricted Subsidiary to, consolidate with or merge into or consolidate with any other Personcorporation or convey, transfer or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose substantially all of (its assets in one a single transaction or in a series of transactions) all or substantially all the assets transactions to any Person (whether now owned or hereafter acquired) except that a Restricted Subsidiary of the Borrower and the Restricted Subsidiaries taken as a wholemay (x) consolidate with or merge with, or liquidate convey, transfer or dissolvelease substantially all of its assets in a single transaction or series of transactions to, except that if at the time thereof and immediately after giving effect thereto no Event Borrower or another Restricted Subsidiary of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor other Person that will, after giving effect to the consummation of such transaction or series of transactions, constitute a Restricted Subsidiary and (y) convey, transfer or lease all of its assets in a transaction in which compliance with the provisions of Section 7.05), provided that the foregoing restriction does not apply to the consolidation or merger of the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, (2) the Borrower or any Guarantor may merge into or consolidate with, or sellthe conveyance, transfer, transfer or lease or otherwise dispose of all or substantially all of the assets of the Borrower and the Restricted Subsidiaries taken as in a whole single transaction or series of transactions to, any PersonPerson so long as (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, provided that transfer or lease substantially all of the resultingassets of the Borrower, surviving or transferee Person is as the case may be (the “Successor Corporation”), shall be a solvent corporation, limited liability company or partnership other limited liability entity organized and validly existing under the laws of the United States of America America, any State thereof or any jurisdiction thereof and expressly assumes the District of Columbia, (ii) the Successor Corporation (if not the Borrower) agrees in writing to assume all of the obligations of the BorrowerBorrower under this Agreement and each other Loan Document to which the Borrower is a party, and (iii) immediately after giving effect to such transaction no Default or Event of Default would exist. No such Guarantorconveyance, as applicable, under the Loan Documents, (3) any Guarantor may dispose transfer or lease of substantially all of its the assets (upon voluntary liquidation or otherwise) to of the Borrower shall have the effect of releasing the Borrower or any other Guarantor and (4) any Guarantor may liquidate (other than in connection with a merger Successor Corporation from its liability under this Agreement or a consolidation which shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLoan Documents.

Mergers and Consolidations. The Borrower shall not, nor shall it cause or permit any of the Guarantors to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, (2) the Borrower or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person is a corporation, limited liability company or partnership organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes all of the obligations of the Borrower, or of such Guarantor, as applicable, under the Loan Documents, (3) any Guarantor may dispose of all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor and (4) any Guarantor may liquidate (other than in connection with a merger or a consolidation which shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.. 77

Mergers and Consolidations. The Borrower shall Company will not, nor shall it cause or and will not permit any of the Guarantors Restricted Subsidiary to, merge into consolidate with or consolidate be a party to a merger with any other Person or, except as otherwise permitted by Section 10.5, convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided, however, that the Company or any Restricted Subsidiary may consolidate or merge with, or permit convey, transfer or lease substantially all of its assets to, any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of so long as (in one transaction or in a series of transactionsa) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, entity (2if not the Company or such Restricted Subsidiary) or the Borrower transferee or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person lessee is a corporationSolvent partnership, limited liability company or partnership corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and State thereof, (b)(i) in the case of the Company, if the Company is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee expressly assumes in writing the Company’s obligations under the Notes and this Agreement and each Subsidiary Guarantor shall affirm in writing its respective obligations under the Subsidiary Guaranty Agreement, and (ii) in the case of a Restricted Subsidiary, if such Restricted Subsidiary is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee shall be, or upon consummation of such transaction, become, a Restricted Subsidiary with respect to which the Company shall have at least the same degree of ownership and control as it had with respect to such disappearing Restricted Subsidiary and, in the case of a Restricted Subsidiary which is a Subsidiary Guarantor, such surviving entity, transferee or lessee shall expressly assume, in writing, the obligations of such disappearing Subsidiary Guarantor in respect of its Subsidiary Guaranty Agreement, and (iii) in the case of either clause (i) or (ii) above, the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel satisfactory to the Required Holders to the effect that all agreements or instruments effecting such assumptions are enforceable in accordance with their terms and comply with the terms thereof, and (c) at the time of such consolidation, merger, conveyance, transfer or lease and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Upon consummation of any such conveyance or transfer (other than by way of lease) of substantially all of the obligations assets of the BorrowerCompany or any successor Person, or of such Guarantor, as applicable, the transferor shall be released from its obligations hereunder and under the Loan DocumentsNotes, (3) any Guarantor may dispose but no such release shall have the effect of all of its assets (upon voluntary liquidation or otherwise) to releasing the Borrower Company or any other Guarantor and (4) any Guarantor may liquidate (other than Person that shall have become such in connection with a merger or a consolidation which shall be governed by the other clauses of manner prescribed in this Section 6.05) and distribute 10.4 from its assets ratably to its shareholders if liability hereunder or under the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersNotes.

Mergers and Consolidations. The Borrower shall Company will not, nor shall it cause or and will not permit any of the Guarantors Restricted Subsidiary to, merge into consolidate with or consolidate be a party to a merger with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided, however, that the Company or any Restricted Subsidiary may consolidate or merge with, or permit convey, transfer or lease substantially all of its assets to, any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of so long as (in one transaction or in a series of transactionsi) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, entity (2if not the Company or such Restricted Subsidiary) or the Borrower transferee or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person lessee is a corporationsolvent partnership, limited liability company or partnership corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and State thereof, (ii) (a) in the case of the Company, if the 29 35 Alliance Resource GP, LLC Note Purchase Agreement Company is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee expressly assumes in writing the Company's obligations under the Notes and this Agreement, and (b) in the case of a Restricted Subsidiary, if such Restricted Subsidiary is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee shall be, or upon consummation of such transaction, become, a Restricted Subsidiary with respect to which the Company shall have at least the same degree of ownership and control as it had with respect to such disappearing Restricted Subsidiary and, in the case of a Restricted Subsidiary which is a Subsidiary Guarantor, such surviving entity, transferee or lessee shall expressly assume, in writing, the obligations of such disappearing Subsidiary Guarantor in respect of its Subsidiary Guarantee Agreement, and (c) in the case of either clause (a) or (b) above, the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel satisfactory to such holders to the effect that all agreements or instruments effecting such assumptions are enforceable in accordance with their terms and comply with the terms thereof, (iii) at the time of such consolidation, merger, conveyance, transfer or lease and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (iv) the Company or the surviving entity or transferee of a transaction involving the Company would be permitted by the provisions of Section 10.1 (a) to incur at least $1 of additional Debt owing to a Person other than a Restricted Subsidiary. Upon consummation of any such conveyance or transfer (other than by way of lease) of substantially all of the obligations assets of the BorrowerCompany or any successor Person, or of such Guarantor, as applicable, the transferor shall be released from its obligations hereunder and under the Loan DocumentsNotes, (3) any Guarantor may dispose but no such lease shall have the effect of all of its assets (upon voluntary liquidation or otherwise) to releasing the Borrower Company or any other Guarantor and (4) any Guarantor may liquidate (other than Person that shall have become such in connection with a merger or a consolidation which shall be governed by the other clauses of manner prescribed in this Section 6.05) and distribute 10.6 from its assets ratably to its shareholders if liability hereunder or under the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersNotes.

Mergers and Consolidations. The Borrower shall notNot, nor shall it cause or and not permit any of the Guarantors Restricted Subsidiary to, consolidate with or merge into or consolidate with any other Personcorporation or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person (except that a Restricted Subsidiary of the Borrower may (x) consolidate with or merge with, or permit convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, the Borrower or another Restricted Subsidiary of the Borrower or any other Person that will, after giving effect to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose the consummation of (in one such transaction or in a series of transactions, constitute a Restricted Subsidiary and (y) convey, transfer or lease all or substantially all of its assets in compliance with the assets (whether now owned or hereafter acquired) provisions of Section 7.05), provided that the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing foregoing restriction does not apply to (1) any Person may merge consolidation or consolidate into the Borrower merger in order to consummate an Acquisition not prohibited by Section 7.06 or any Guarantor in a transaction in which the Borrower or, in a merger other Investment not prohibited by Section 7.11 or consolidation to which the Borrower is not party, such Guarantor is the surviving corporation, (2) the consolidation or merger of the Borrower or any Guarantor may merge into or consolidate with, or sellthe conveyance, transfer, transfer or lease or otherwise dispose of all or substantially all of the assets of the Borrower and the Restricted Subsidiaries taken as in a whole single transaction or series of transactions to, any Person, provided in each case, so long as (i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease substantially all of the resultingassets of the Borrower, surviving or transferee Person is as the case may be (the “Successor Corporation”), shall be a solvent corporation, limited liability company or partnership other limited liability entity organized and validly existing under the laws of the United States of America America, any State thereof or any jurisdiction thereof and expressly assumes the District of Columbia, (ii) the Successor Corporation (if not the Borrower) agrees in writing to assume all of the obligations of the BorrowerBorrower under this Agreement and each other Loan Document to which the Borrower is a party, and (iii) immediately after giving effect to such transaction no Default or Event of Default would exist. No such Guarantorconveyance, as applicable, under the Loan Documents, (3) any Guarantor may dispose transfer or lease of substantially all of its the assets (upon voluntary liquidation or otherwise) to of the Borrower shall have the effect of releasing the Borrower or any other Guarantor and (4) any Guarantor may liquidate (other than in connection with a merger Successor Corporation from its liability under this Agreement or a consolidation which shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLoan Documents.

Mergers and Consolidations. The Borrower shall notNone of the Guarantors or the Lessees will, nor shall it cause or will permit any of the Guarantors its Subsidiaries to, merge into become a party to any merger, amalgamation or consolidate with any other Personconsolidation, except, so long as no Default or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing or would result therefrom, (1i) any Person Guarantor or Lessee (other than the Company) may merge or consolidate into another Guarantor or Lessee, (ii) any Subsidiary of the Borrower Company may consolidate or merge into any Lessee, a Guarantor or any Wholly-owned Subsidiary of a Guarantor in or a transaction in which Lessee provided a Lessee, a Guarantor or the Borrower orWholly-owned Subsidiary is the surviving corporation of such consolidation or merger, in (c) any Subsidiary of the Company (other than a Lessee or Guarantor) may consolidate or merge into any other Subsidiary of the Company (other than a Lessee or Guarantor) and (d) any Guarantor or Lessee (other than the Company) or Subsidiary of the Company may merge or consolidate into another Person so long as both before and after giving effect to such merger or consolidation to which the Borrower is not party, such Guarantor is Guarantors and the surviving corporation, Lessees are in compliance with the Obligor Group Requirement and (2i) the Borrower or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose disposition of all or substantially all the assets of such Borrower or such Subsidiary would have been permitted under Section 12.02(b) or (ii) (A) the Borrower surviving entity, immediately after giving effect to such merger or consolidation, is or becomes a Lessee or a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement and the Restricted Subsidiaries taken documents referred to therein and (B) such transaction, if it had been structured as a whole toan Acquisition by any Guarantor, any Person, provided that the resulting, surviving Lessee or transferee Person is a corporation, limited liability company or partnership organized and validly existing under the laws Subsidiary of the United States of America or any jurisdiction thereof and expressly assumes all of the obligations of the BorrowerCompany, or of such Guarantor, as applicable, would not have been prohibited under the Loan Documents, (3) any Guarantor may dispose of all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Guarantor and (4) any Guarantor may liquidate (other than in connection with a merger or a consolidation which shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders12.06.

Mergers and Consolidations. The Borrower shall Company will not, nor shall it cause or and will not permit any of the Guarantors Restricted Subsidiary to, merge into consolidate with or consolidate be a party to a merger with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person; provided, however, that the Company or any Restricted Subsidiary may consolidate or merge with, or permit convey, transfer or lease substantially all of its assets to, any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of so long as (in one transaction or in a series of transactionsi) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, or liquidate or dissolve, except that if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (1) any Person may merge or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation to which the Borrower is not party, such Guarantor is the surviving corporationAlliance Resource GP, LLC Note Purchase Agreement entity (2if not the Company or such Restricted Subsidiary) or the Borrower transferee or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person lessee is a corporationsolvent partnership, limited liability company or partnership corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and State thereof, (ii) (a) in the case of the Company, if the Company is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee expressly assumes in writing the Company's obligations under the Notes and this Agreement, and (b) in the case of a Restricted Subsidiary, if such Restricted Subsidiary is not the surviving entity, or it shall convey, transfer or lease its assets to another Person, the surviving entity, transferee or lessee shall be, or upon consummation of such transaction, become, a Restricted Subsidiary with respect to which the Company shall have at least the same degree of ownership and control as it had with respect to such disappearing Restricted Subsidiary and, in the case of a Restricted Subsidiary which is a Subsidiary Guarantor, such surviving entity, transferee or lessee shall expressly assume, in writing, the obligations of such disappearing Subsidiary Guarantor in respect of its Subsidiary Guaranty Agreement, and (c) in the case of either clause (a) or (b) above, the Company shall have caused to be delivered to each holder of Notes an opinion of independent counsel satisfactory to such holders to the effect that all agreements or instruments effecting such assumptions are enforceable in accordance with their terms and comply with the terms thereof, (iii) at the time of such consolidation, merger, conveyance, transfer or lease and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (iv) the Company or the surviving entity or transferee of a transaction involving the Company would be permitted by the provisions of Section 10.1 (a) to incur at least $1 of additional Debt owing to a Person other than a Restricted Subsidiary. Upon consummation of any such conveyance or transfer (other than by way of lease) of substantially all of the obligations assets of the BorrowerCompany or any successor Person, or of such Guarantor, as applicable, the transferor shall be released from its obligations hereunder and under the Loan DocumentsNotes, (3) any Guarantor may dispose but no such lease shall have the effect of all of its assets (upon voluntary liquidation or otherwise) to releasing the Borrower Company or any other Guarantor and (4) any Guarantor may liquidate (other than Person that shall have become such in connection with a merger or a consolidation which shall be governed by the other clauses of manner prescribed in this Section 6.05) and distribute 10.6 from its assets ratably to its shareholders if liability hereunder or under the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersNotes.

Mergers and Consolidations. The Borrower shall not, nor shall it cause Disposition of Assets. Merge with or permit any of the Guarantors to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itinto, or sell, transferassign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all the of its assets (whether now owned or hereafter acquired) of the Borrower and the Restricted Subsidiaries taken as a whole, to any Person or liquidate or dissolvepermit any Principal Subsidiary to do so, except that if at the time thereof (i) any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to any other Principal Subsidiary of such Borrower, (ii) any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to such Borrower and (iii) such Borrower or any of its Principal Subsidiaries may merge with or into or consolidate with or transfer assets to any other Person; provided that, in each case, immediately after thereafter in giving effect thereto thereto, no Event of Default or Unmatured Event of Default with respect to such Borrower shall have occurred and be continuing and (1A) in the case of any Person may merge such merger, consolidation or consolidate into the Borrower or any Guarantor in a transaction in which the Borrower or, in a merger or consolidation transfer of assets to which the a Borrower is not a party, either (x) such Guarantor is Borrower shall be the surviving corporation, entity or (2y) the Borrower or any Guarantor may merge into or consolidate with, or sell, transfer, lease or otherwise dispose of all or substantially all the assets of the Borrower surviving entity shall be an Eligible Successor and the Restricted Subsidiaries taken as a whole to, any Person, provided that the resulting, surviving or transferee Person is a corporation, limited liability company or partnership organized and validly existing under the laws of the United States of America or any jurisdiction thereof and expressly assumes shall have assumed all of the obligations of such Borrower under this Agreement and the Borrower, or Notes issued by such Borrower and the Facility LCs issued for the account of such Guarantor, as applicable, under Borrower pursuant to a written instrument in form and substance satisfactory to the Loan DocumentsAdministrative Agent, (3B) subject to clause (A) above, in the case of any Guarantor may dispose such merger, consolidation or transfer of all assets to which any of its assets (upon voluntary liquidation or otherwise) to Principal Subsidiaries is a party, a Principal Subsidiary of such Borrower shall be the Borrower or any other Guarantor surviving entity and (4C) subject to clause (A) above, in the case of any Guarantor may liquidate (other than in connection with such merger, consolidation or transfer of assets to which a merger or Material Subsidiary of Exelon is a consolidation which party, a Material Subsidiary of Exelon shall be governed by the other clauses of this Section 6.05) and distribute its assets ratably to its shareholders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenderssurviving entity.