Common use of Restrictions on Dissolution and Merger Clause in Contracts

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior to the Operations Commencement Date. (d) After the Operations Commencement Date, if there is a change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior Prior to the Operations Commencement Date. (d) After , the Operations Commencement DateLessee shall not sell, if there is a transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretionoccur.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior Prior to the Operations Commencement Date, the Lessee or the Sublessee shall not sell, transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Control of the Lessee or the Sublessee shall occur. (d) After the Operations Commencement Date, if there is the Lessee shall not permit a change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver without first delivering to the Agency prompt written notice of such proposed transfer thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAPGAAP (or such other consistently applied accounting basis reasonably acceptable to the Agency, it being agreed that the federal income tax basis of accounting is reasonably acceptable to the Agency)) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAPGAAP (or such other consistently applied accounting basis reasonably acceptable to the Agency, it being agreed that the federal income tax basis of accounting is reasonably acceptable to the Agency)) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior Prior to the Operations Commencement Date. (d) After , the Operations Commencement DateLessee shall not sell, if there is a transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretionoccur.

Restrictions on Dissolution and Merger. (a) The Except as expressly provided herein, the Lessee covenants and agrees that at all times during the Termterm of this Agreement, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement DateCompletion Deadline, and with without the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project DocumentDocument (unless such default is cured by the transaction), (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior to the Operations Commencement Date. (d) After Completion Deadline, without the Operations Commencement Date, if there is a change in Principals prior written consent of the Agency, except in connection with the exercise of remedies against Lessee and/or the Sublessee, by any lender or a change in the relative ownership and/or Control mortgagee of Lessee or any joint venture partner of the Lessee direct and/or the Sublessee or any indirect owners of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretionLessee.

Restrictions on Dissolution and Merger. (a) The Lessee Institution covenants and agrees that at all times during the Termterm of this Agreement, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreementa not-for-profit corporation constituting a Tax- Exempt Organization, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, not liquidate, wind-up, dissolve, transfer wind up or dissolve or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Closing Date, except as provided in Section 8.20(b),, and (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the AgencyNotwithstanding Section 8.20(a), the Lessee Institution may Merge or participate in a Transfer if the following conditions and the conditions in the Bond Purchase and Continuing Covenants Agreement are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee Institution is the surviving, resulting or transferee Entity, (1) the Lessee Institution shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee Institution immediately prior to such Merger or Transfer, and, (2) the Lessee Institution shall continue to be a Tax-Exempt Organization, (3) the Institution shall deliver to the Agency Issuer and the Trustee an opinion of Nationally Recognized Bond Counsel to the effect that such action will not cause the interest on the Tax-Exempt Series 2021 Bonds to become includable in gross income for federal income tax purposes, (4) the Institution shall deliver to the Issuer a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the AgencyIssuer; or (ii) when the Lessee Institution is not the surviving, resulting or transferee Entity (the “Successor LesseeInstitution”), (1) the predecessor Lessee institution (the “Predecessor LesseeInstitution”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee Institution shall be a Tax-Exempt Organization and shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee Institution shall have assumed in writing all of the obligations of the Predecessor Lessee Institution contained in this Agreement and in all other Project Documents to which the Predecessor Lessee Institution shall have been a party, (4) the Successor Lessee Institution shall have delivered to the Agency Issuer a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion, (5) each Principal of the Successor Lessee Institution shall have delivered to the Agency Issuer a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion, (6) the Successor Lessee Institution shall have delivered to the AgencyIssuer and the Trustee, in form and substance acceptable to the AgencyIssuer and the Trustee, an Opinion of Counsel to the effect that the (y) this Agreement and all other Project Documents to which the Successor Lessee Predecessor Institution shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, Institution and that such Project Documents are each is enforceable in accordance with their termsits respective terms to the same extent as it was enforceable against the Predecessor Institution, andand (z) such action does not legally impair the security for the Holders of the Bonds afforded by the Security Documents, (7) the Successor Lessee Institution shall have delivered to the AgencyIssuer and the Trustee, in form and substance acceptable to the AgencyIssuer and the Trustee, an opinion of an Independent Accountant to the effect that the Successor Lessee Institution has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee Institution immediately prior to such Merger or Transfer, and (8) the Successor Institution delivers to the Issuer and the Trustee an opinion of Nationally Recognized Bond Counsel to the effect that such action will not cause the interest on the Tax-Exempt Series 2021 Bonds to become includable in gross income for federal income tax purposes. (c) The Control Institution shall have the right to change the Principals of the Lessee and/or Institution at any time without the Sublessee shall not change prior to consent of the Operations Commencement Date. (d) After Issuer, the Operations Commencement Date, if Initial Purchaser or the Trustee. If there is a change in Principals of the Lessee and/or the SublesseeInstitution, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing PrincipalsInstitution, the Lessee Institution shall deliver to the Agency Issuer prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior Prior to the Operations Commencement Date, the Lessee or the Sublessee shall not sell, transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty to any Person (other than an Affiliate of the Lessee or the Sublessee that otherwise meets the requirements of Section 8.20(b)(ii) above), and no change in Control of the Lessee or the Sublessee shall occur. (d) After the Operations Commencement Date, if there is the Lessee shall not permit a change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver without first delivering to the Agency prompt written notice of such proposed transfer thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion.to

Restrictions on Dissolution and Merger. (a) The Except as expressly provided herein, the Lessee covenants and agrees that at all times during the Termterm of this Agreement, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement DateCompletion Deadline, and with without the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement Agreement, the Ground Lease, or under any other Project DocumentDocument (unless such default is cured by the transaction), (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement Agreement, the Ground Lease, and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an Opinion of Counsel to the effect that the Ground Lease and the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Ground Lease and Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior to the Operations Commencement Date. (d) After Completion Deadline, without the Operations Commencement Date, if there is a change in Principals prior written consent of the Agency, except in connection with the exercise of remedies against Lessee and/or the Sublessee, by any lender or a change in the relative ownership and/or Control mortgagee of Lessee or any joint venture partner of the Lessee direct and/or the Sublessee or any indirect owners of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretionLessee.

Restrictions on Dissolution and Merger. (a) The Except as expressly provided herein, the Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as a limited liability company organized and existing under the type laws of Entity set forth on the cover page State of this AgreementDelaware, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section Sections 8.9 or 8.20(d). (b) After the Operations Commencement Dateachievement of the Construction Milestones, and with without the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAPAcceptable Accounting Standards) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project DocumentDocument (unless such default is cured prior to such Merger or Transfer), (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents then in effect to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and, (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAPAcceptable Accounting Standards) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (8) the Successor Lessee shall be a Qualified Manager. (c) The Prior to the Project Completion Date, the Lessee shall not sell, transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Control of the Lessee and/or the Sublessee shall not change prior to the Operations Commencement Dateoccur. (d) After the Operations Commencement Project Completion Date, if there is a proposed change in Principals of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt prior written notice of such proposed transfer thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublesseethe Lessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion. If there is a change in Control of the Lessee, the Controlling Entity or Principal(s) shall be a Qualified Manager.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of or any of the existing PrincipalsPrincipals of the Lessee, except in each case as provided in Section Sections 8.9(i), 8.20(d) or 8.20(e). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth equity (as determined by an Independent Accountant in accordance with GAAP, or such other consistently applied accounting basis acceptable to the Agency) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency, provided any modification to the form of such Required Disclosure Statement shall be acceptable to the Agency acting in its sole discretion; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project DocumentDocument (or with respect to a Transfer in a foreclosure or assignment in lieu of foreclosure under Section 8.9(i), that the Agency has not delivered a copy of a notice of default to the Mortgagee (other than with respect to defaults that the Mortgagee is curing in accordance with the provisions hereof or notices of default for which the cure period afforded to the Mortgagee hereunder has not elapsed)), (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a partyparty arising from and after the date of the assumption (in which case the Predecessor Lessee shall be released for any liabilities hereunder accruing from and after the date of assumption but not prior to such date), (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency, provided any modification to the form of such Required Disclosure Statement shall be acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency, provided any modification to the form of such Required Disclosure Statement shall be acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change Except as permitted by Section 8.9(i) or 8.20(e), prior to the Operations Commencement Date, the Lessee shall not sell, transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Control of the Lessee shall occur. (d) After Except as permitted by Sections 8.9(i) or 8.20(e), after the Operations Commencement Date, if there is Date the Lessee shall not permit a change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver without first delivering to the Agency prompt written notice of such proposed transfer thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and SublesseeLessee”) to the Agency together with a Required Disclosure Statement in form and substance satisfactory to the Agency, provided any modification to the form of such Required Disclosure Statement shall be acceptable to the Agency acting in its sole discretion. (e) Notwithstanding the foregoing or anything contained herein, an exercise of the remedies provided to Sunnyside Studio Holdings LLC, an affiliate of King Street Capital Management, L.P. (“King Street Member”), pursuant to the operating agreement of Sunnyside Studio JV, LLC, the indirect sole member of Lessee, such that Control of Lessee shall be vested in King Street Member shall not be prohibited hereby provided the King Street Member submits a Required Disclosure Statement to the Agency and any representation or warranty made therein shall be true, correct and complete and consistent with the representations and warranties made in the Required Disclosure Statement submitted to the Agency by the King Street Member prior to the Commencement Date.

Restrictions on Dissolution and Merger. (a) The Except as expressly provided herein, the Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as a limited liability company organized and existing under the type laws of Entity set forth on the cover page State of this AgreementDelaware, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b), and (vii) not change or permit the change of any Principal of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d), and so long as the same would not result in a violation of any of the Pre-Substantial Completion and Stabilization Transfer Restrictions. (b) After the Operations Commencement DateSubstantial Completion and Stabilization, and with without the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAPAcceptable Accounting Standards) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project DocumentDocument (unless such default is cured by the transaction), (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents then in effect to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance reasonably acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined by an Independent Accountant in accordance with GAAPAcceptable Accounting Standards) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (c) The Control of the Lessee and/or the Sublessee shall not change prior to Substantial Completion and Stabilization without the Operations Commencement Dateprior written consent of the Agency other than in accordance with the Deed, except in connection with the exercise of bona fide arms’-length remedies by any Mortgage Lender or Mezzanine Lender of the Lessee (including, without limitation, foreclosure or a deed-in-lieu of foreclosure) in connection with a Mortgage Loan or Mezzanine Loan, as applicable. (d) After the Operations Commencement DateSubstantial Completion and Stabilization, if there is a change in Principals of the Lessee and/or the SublesseeLessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”D) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion.

Restrictions on Dissolution and Merger. (a) The Lessee covenants and agrees that at all times during the Term, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreement, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, liquidate, wind-up, dissolve, transfer or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge” or “Merger”), except as provided in Section 8.20(b), and (vii) . not change or permit the change of any Principal of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee of any of the existing Principals, except in each case as provided in Section 8.20(d), and (vii) not change or permit the change of any Principal of the Lessee, or a change in the ownership and/or Control of the Lessee of any of the existing Principals, except in each case as provided in Section 8.20(d). (b) After the Operations Commencement Date, and with the prior written consent of the Agency, the Lessee may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee is the surviving, resulting or transferee Entity, (1) the Lessee shall have a net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and (2) the Lessee shall deliver to the Agency a Required Disclosure Statement with respect to itself as surviving Entity in form and substance satisfactory to the Agency; or (ii) when the Lessee is not the surviving, resulting or transferee Entity (the “Successor Lessee”), (1) the predecessor Lessee (the “Predecessor Lessee”) shall not have been in default under this Agreement or under any other Project Document, (2) the Successor Lessee shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (3) the Successor Lessee shall have assumed in writing all of the obligations of the Predecessor Lessee contained in this Agreement and in all other Project Documents to which the Predecessor Lessee shall have been a party, (4) the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (5) each Principal of the Successor Lessee shall have delivered to the Agency a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretion, (6) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an Opinion of Counsel to the effect that the Project Documents to which the Successor Lessee shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, and that such Project Documents are enforceable in accordance with their terms, and (7) the Successor Lessee shall have delivered to the Agency, in form and substance acceptable to the Agency, an opinion of an Independent Accountant to the effect that the Successor Lessee has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to that of the Predecessor Lessee immediately prior to such Merger or Transfer. (ca) The Control of the Lessee and/or the Sublessee shall not change prior Prior to the Operations Commencement Date. (d) After , the Operations Commencement DateLessee shall not sell, if there is a transfer or dispose of, directly or indirectly, all or substantially all of the Facility Realty, and no change in Principals of the Lessee and/or the Sublessee, or a change in the relative ownership and/or Control of the Lessee and/or the Sublessee or any of the existing Principals, the Lessee shall deliver to the Agency prompt written notice thereof (including all details that would result in a change to Exhibit D – “Principals of Lessee and Sublessee”) to the Agency together with a Required Disclosure Statement in form and substance acceptable to the Agency acting in its sole discretionoccur.

Restrictions on Dissolution and Merger. (a) The Lessee Company covenants and agrees that at all times during the Termterm of this Agreement, it will (i) maintain its existence as the type of Entity set forth on the cover page of this Agreementa limited liability company, (ii) continue to be subject to service of process in the State, (iii) continue to be organized under the laws of, or qualified to do business in, the State, (iv) not, as transferor, not liquidate, wind-up, dissolve, transfer wind up or dissolve or otherwise dispose of to another Entity all or substantially all of its property, business or assets (“Transfer”) remaining after the Commencement Date, except as provided in Section 8.20(b7.19(b), (v) not, as transferee, take title to all or substantially all of the property, business or assets (also “Transfer”) of and from another Entity, except as provided in Section 8.20(b), (vi) not consolidate with or merge into another Entity or permit one or more Entities to consolidate with or merge into it (“Merge”), except as provided in Section 8.20(b7.19(b), and (viivi) not change or permit the change of any Principal of the Lessee Company and/or the SublesseeParent, or a change in the relative ownership and/or Control of the Lessee Company and/or the Sublessee Parent of any of the existing Principals, except in each case as provided in Section 8.20(d7.19(c). (b) After the Operations Commencement Date, and with the prior written consent of the AgencyNotwithstanding Section 7.19(a), the Lessee Company may Merge or participate in a Transfer if the following conditions are satisfied on or prior to the Merger or Transfer, as applicable: (i) when the Lessee Company is the surviving, resulting or transferee Entity, (1) the Lessee Company shall not have a negative net worth (as determined by an Independent Accountant in accordance with GAAP) at least equal to that of the Lessee immediately prior to such Merger or Transfer, and), (2) the Lessee Company shall deliver to the Agency Issuer and the Trustee an opinion of Nationally Recognized Bond Counsel to the effect that such action will not cause the interest on the Bonds to become includable in gross income for federal income tax purposes, and (3) the Company shall deliver to the Issuer a Required Disclosure Statement with respect to itself as surviving Entity in form and substance reasonably satisfactory to the AgencyIssuer; or (ii) when the Lessee Company is not the surviving, resulting or transferee Entity (the “Successor LesseeCompany”), (1) the predecessor Lessee Company (the “Predecessor LesseeCompany”) shall not have been in default under this Agreement or under any other Project Document, (2) the Issuer and the Trustee shall have consented in writing to the transaction, (3) the Successor Lessee Company shall be solvent and subject to service of process in the State and organized under the laws of the State, or under the laws of any other state of the United States and duly qualified to do business in the State, (34) the Successor Lessee Company shall have assumed in writing (or by operation of law) all of the obligations of the Predecessor Lessee Company contained in this Agreement and in all other Project Documents to which the Predecessor Lessee Company shall have been a party, (45) the Successor Lessee Company shall have delivered to the Agency Issuer a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion, (56) each Principal of the Successor Lessee Company shall have delivered to the Agency Issuer a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion, (67) the Successor Lessee Company shall have delivered to the AgencyIssuer and the Trustee, in form and substance acceptable to the AgencyIssuer and the Trustee, an Opinion of Counsel to the effect that the (y) this Agreement and all other Project Documents to which the Successor Lessee Predecessor Company shall be a party will constitute the legal, valid and binding obligations of the Successor Lessee, Company and that such Project Documents are each is enforceable in accordance with their termsrespective terms to the same extent as it was enforceable against the Predecessor Company, andand (z) such action does not legally impair the security for the Holders of the Bonds afforded by the Security Documents, (7) 8) the Successor Lessee Parent shall have delivered to the AgencyIssuer and the Trustee, in form and substance acceptable to the AgencyIssuer and the Trustee, an opinion of an Independent Accountant to the effect that the Successor Lessee Parent has a net worth (as determined in accordance with GAAP) after the Merger or Transfer at least equal to the Parent Closing Date Net Worth, and (9) the Successor Company delivers to the Issuer and the Trustee an opinion of Nationally Recognized Bond Counsel to the effect that of such action will not cause the Predecessor Lessee immediately prior interest on the Bonds to such Merger or Transferbecome includable in gross income for federal income tax purposes. (c) The Control of the Lessee and/or the Sublessee shall not change prior to the Operations Commencement Date. (d) After the Operations Commencement Date, if If there is a change in Principals of the Lessee Company and/or the SublesseeParent, or a change in the relative ownership and/or Control of the Lessee Company and/or the Sublessee Parent or any of the existing Principals, the Lessee Company shall deliver to the Agency Issuer prompt written notice thereof (including all details that would result in a change to Exhibit D – C — “Principals of Lessee Company and SublesseeParent”) to the Agency Issuer together with a Required Disclosure Statement in form and substance acceptable to the Agency Issuer acting in its sole discretion.