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85-- 006350 Section 8.3. Assignment of Interest in this Agreement by Issuer. Any assignment or pledge by Issuer to Trustee, pursuant to the Indenture, of any interest in the Project or this Agreement or any moneys receivable under this Agreement shall be subject and subordinate to this Agreement. Section 8.4. Restrictions on Sale of Project by Company; Restrictions on Assignment or P edge by Issuer. Company agrees that, except for a merger or consolidation pursuant to Section 2.2(b) of this Agreement, it will not sell, assign, transfer or convey the Project or any portion thereof during the Lease Term without the written consent of Issuer and Trustee. Issuer agrees that except for the assignment or pledge of its interest in this Agreement, pursuant to the Indenture, it will not assign, transfer or pledge any interest obtained hereunder during the Lease Term. Section 8.5. Redemption of Bonds; Conveyance of Project. Upon the agreement of Company to deposit moneys in the Bond Fund in an amount sufficient to redeem Bonds subject to redemption, Issuer, at the request of Company shall forthwith take all steps (other than the payment of money required for such redemption) necessary under the applicable redemption provisions of the Indenture to effect redemption of all or part of the then outstanding Bonds, as may be specified by Company, on the earliest redemption date on which such redemption may be made under such applicable provisions. If at any time the aggregate moneys in the Bond Fund shall be sufficient to retire in accordance with the provisions of the Indenture all of the Bonds at the time outstanding and to pay all fees and charges of the Trustee, the Paying Agent and the expenses of the Issuer due or to become due through the date on which the last of the Bonds is to be retired, and if the Company is not at the time otherwise in default hereunder, the Company shall be entitled to the conveyance of the Project pursuant to Sections 8.9 and 8.10 hereof. Section 8.6. References to Bonds Ineffective After Bonds Paid. Upon payment in full of the Bonds (or provisions for payment thereof having been made in accordance with the provisions of the Indenture) and all fees and charges of Trustee, all references in this Agreement to the Bonds and Trustee shall be ineffective and neither Trustee nor the holders of any of the Bonds shall thereafter have any rights hereunder, saving and excepting those that shall have theretofore vested. -38- IN] 01