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<br />200806452
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<br />(1) will have Consolidated Net Worth immediately after the
<br />transaction equal to or greater than the Consolidated Net Worth of the Company
<br />immediately preceding the transaction; and
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<br />(2) will, on the date of such transaction after giving pro forma effect
<br />thereto and to any related financing transactions as if the same had occurred at the
<br />beginning of the applicable eight-quarter period, either (i) have a pro forma Fixed
<br />Charge Coverage Ratio that is at least equal to the actual Fixed Charge Coverage
<br />Ratio of the Company as of such date or (ii) be permitted to incur at least $1.00 of
<br />additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
<br />forth in the first paragraph of Section 8.12(a) hereof.
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<br />In addition, the Company may not, directly or indirectly, lease all or substantially all of
<br />its properties or assets, in one or more related transactions, to any other Person.
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<br />The Company shall provide written notice to the Issuer and the Trustee (with instructions
<br />to the Trustee to notify the owners of the Bonds) promptly upon the occurrence of any of the
<br />events described in clauses (i) and (ii) of the first paragraph of this Section 8.02, together with
<br />the certificate of an Authorized Representative affirming compliance with each applicable
<br />condition set out in the first paragraph of this Section 8.02.
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<br />Section 8.03. Indemnities.
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<br />(a) Except as otherwise provided in Section 8.03(c) below, the Company
<br />releases the Issuer, its Councilmembers, officers, directors, employees, agents and
<br />attorneys (the "Indemnified Parties"), from, and the Indemnified Parties shall not be
<br />liable for, and the Company agrees and shall protect, indemnify, pay, defend and hold the
<br />Indemnified Parties harmless from, any and all liability, cost, expense, damage or loss of
<br />whatever nature (including, but not limited to, attorneys' fees, litigation and court costs,
<br />amounts paid in settlement and amounts paid to discharge judgments) directly or
<br />indirectly resulting from, arising out of, in connection with or related to (i) the issuance,
<br />offering, sale, delivery, payment of the Bonds and the interest thereon, or redemption of
<br />the Bonds, the provisions and rate of interest on the Bonds, the Bond Ordinance, the
<br />Indenture, the Tax Regulatory Agreement and this Agreement and the obligations
<br />imposed on the Issuer hereby and thereby, or the design, construction, installation,
<br />operation, use, occupancy, maintenance or ownership of the Project; (ii) any written
<br />statements or representations made or given by the Company or any of its officers or
<br />employees, to the Indemnified Parties, the Trustee or any underwriters or purchasers of
<br />any of the Bonds, with respect to the Issuer, the Company, the Project or the Bonds or the
<br />offer or issuance thereof, including, but not limited to, statements or representations of
<br />facts, financial information or corporate affairs; (iii) damage to property or any injury to
<br />or death of any person that may be occasioned by any cause whatsoever pertaining to the
<br />Project; (iv) any loss or damage incurred by the Issuer as a result of violation by the
<br />Company of the provisions of Section 8.04 or 8.05 hereof; and (v) any action required to
<br />be taken by the Issuer under this Agreement, the Bond Ordinance, the Tax Regulatory
<br />Agreement or the Indenture.
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<br />4834.8191-0786.7
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