Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Sierra Pacific Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the SPPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the SPPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Sierra Pacific Power Company (including, without limitation, pursuant to the NPC-SPPC Merger), subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the SPPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the SPPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’'▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’'▇ of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Sierra Pacific Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Sierra Pacific Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the SPPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the SPPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long-term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, DMSLIBRARY01\30351218.v6 the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction.

Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the successor entity (if other than the Borrower) (A) assumes, in form reasonably satisfactory to the Administrative Agent, all of the obligations of the Borrower under this Agreement, (B) is a corporation or limited liability company formed under the laws of the United States of America, one of the states thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in Section 5.03 both before and after giving effect to such proposed transaction (determined as if such proposed transaction had occurred on the last day of the most recent fiscal quarter period preceding the date of such proposed transaction for which financial statements have been delivered pursuant to Section 5.01(h)) and (D) has (1) prior to the Collateral Release, long- term senior secured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB and Baa2, respectively, or (2) from and after the Collateral Release, long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P or ▇▇▇▇▇’▇ of at least BBB- and Baa3, respectively respectively, or (or 3) if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and ▇▇▇▇▇’▇ of at least A-3 and P-3, respectively), (ii) if such proposed transaction will occur prior to the Collateral Release (A) such proposed transaction is permitted under the General and Refunding Mortgage Indenture and (B) after giving effect to such proposed transaction, the General and Refunding Mortgage Bonds continue to secure the Obligations to the same extent as required hereunder, and (iiiii) no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and ; provided, in each case of clause (i) where the successor entity is other than the Borrower, that the Administrative Agent shall have received, and be reasonably satisfied with, all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date of such proposed transaction. Without limiting the foregoing, the Borrower may merge with or into Nevada Power Company, subject to the conditions in the preceding clauses (i), (ii) and (iii), and provided that, unless the Collateral Release has occurred, the Borrower shall take such actions necessary to (x) ensure that the Obligations continue to be secured under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) as required hereunder or (y) secure the Obligations under a replacement indenture or similar agreement or instrument (the “Replacement Indenture”) on a substantially similar basis as under the General and Refunding Mortgage Indenture (as in effect immediately prior to such merger) (and, if applicable, under the “General and Refunding Mortgage Indenture” (as defined in the NPC Credit Agreement)), which actions will include the issuance under the Replacement Indenture of bonds, notes or other instruments (collectively, the “Replacement Collateral”) to secure the Obligations on a substantially similar basis as under the General and Refunding Mortgage Bond issued to the Administrative Agent on the Closing Date (and, if applicable, under the “General and Refunding Mortgage Bond” (as defined in the NPC Credit Agreement)) and the delivery of related resolutions, Governmental Approvals and legal opinions for such transactions.