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200806452 Section 8.13. Liens. The Company will not, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens. Section 8.14. Limitation on Sale and Leaseback Transactions. The Company will not enter into any sale and leaseback transaction; provided that the Company may enter into a sale and leaseback transaction if: (a) The Company could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under Section 8.12 hereof; and (b) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction. Section 8.15. Application of Proceeds of Asset Sales. The Company shall, within 360 days of any Asset Sale, either (a) reinvest not less than 95% of the proceeds of such Asset Sale in assets to be used in a Permitted Business or (b) apply 100% of the proceeds to the redemption or purchase at a price not in excess of 100% of principal amount of the Bonds plus accmed interest to the date of redemption or purchase. If proceeds are to be reinvested and the sale was of assets financed with the proceeds of tax-exempt bonds, the use of proceeds is conditioned on the prior receipt of the Trustee of an opinion of bond counsel to the effect that such application will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such bonds. If proceeds are to be reinvested and if the Asset Sale was of all or substantially all of the Facility, the Company shall provide the Trustee with a feasibility study by a nationally recognized feasibility consultant demonstrating that as proposed to be built and operated, the pro forma Fixed Charge Coverage Ratio will not be less than 2.0 to 1 for the three years immediately following Commercial Operation of the assets acquired with the proceeds of the Asset Sale. Section 8.16. Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company taken as a whole in a transaction that is subject to, and that complies with the provisions of, Section 8.16 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Agreement referring to the "Company" shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Agreement with the same effect as if such successor Person had been named as the Company herein. Section 8.17. Transactions With Affiliates. The Company will not make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an "Affiliate Transaction"), unless: 4834-8191-0786.7 47