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85-.. 0063 S 9 Section 8.7. Delivery and Acceptance of Possession. The Issuer agrees to deliver to the Company sole and exclusive possession of the Project (subject to the right of the Issuer and the Trustee to enter thereon for inspection purposes pursuant to Section 7.2 hereof) on the date that title to the Project or any part thereof is acquired by the Issuer and the Coommppany agrees to accept possession of the Project upon such delivery. The Issuer covenants and represents that.so long as the Company has paid the Lease Payments and all other sums payable by it hereunder, and has duly observed all the covenants and agreements herein contained on its part to be performed, the Company shall have, hold and enjoy, during the Lease Term, peaceful, quiet and undisturbed possession of the Project subject to the terms and provisions hereof, and the Issuer shall, from time to time, take all necessary action to that end. Section 8.8. Warranty of Title. The Company will, in accordance with the terms of this Agreement, forever warrant and defend the title of the Issuer to the Project unto the Trustee, for the benefit of the holders of the Bonds, against the claims of all persons whomsoever, except those claiming under Permitted Encumbrances. Section 8.9. Conveyance of the Project to the Company. The Issuer shall, upon the payment of all sums due under this Agreement, at the expiration or sooner termination of the Lease Term following full payment of the Bonds or provisions for payment thereof having been made in accordance with the provisions of the Indenture, convey the Project to the Company at a purchase price of $100, by delivery of the documents specified in Section 8.10 hereof. Section 8.10. Conveyance at Closing. At the closing of any purchase pursuant to any option to purchase or mandatory purchase, the Issuer will, upon receipt of the purchase price, deliver to the Company the following: (a) If the Indenture shall not at the time have been satisfied in full, a release from the Trustee of the property with respect to which the option to purchase was exercised. (b) Documents conveying to the Company all of the Issuer's and Trustee's right, title and interest in and to the property being purchased, as such property then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to said property was subject when conveyed to the Issuer; (ii) those liens and encumbrances created by the Company or to the creation or suffering of which the Company consented; (iii) those liens and encumbrances resulting from the failure of the Company to perform or observe any of the agreements on its part contained in this Agreement; and (iv) Permitted Encumbrances other than the Indenture and this Agreement. -39- In