Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company as determined from time to time in accordance with guidelines adopted by the Board.

Section # Corporate Existence. [[Organization B:Organization]] will use commercially reasonable efforts to preserve and continue the corporate existence of [[Organization B:Organization]] during the Commitment Period.

Section # Corporate Existence 55

Section # Corporate Existence, Etc 21

Section # Partnership/Corporate Existence 13

#Corporate Existence; Compliance with Law

Section # Corporate Existence, Etc. Subject to [Section 10.2], [[Organization A:Organization]] will at all times preserve and keep its corporate existence in full force and effect. Subject to [Section 10.2], [[Organization A:Organization]] will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into [[Organization A:Organization]] or a Wholly-Owned Subsidiary) and all rights and franchises of [[Organization A:Organization]] and its Subsidiaries unless, in the good faith judgment of [[Organization A:Organization]], the termination of or failure to preserve and keep in

the termination of the corporate existence of a Subsidiary of such Borrower (other than the termination of the corporate existence of ConEd or O&R) if such Borrower in good faith determines that such termination is in the best interest of such Borrower and is not materially disadvantageous to the Lenders; or

SECTION # Existence. Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all applicable Governmental Requirements.

Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.