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200806452 the Paying Agents' fees and expenses), and, in case of redemption, making arrangements satisfactory to the Trustee for the giving of the required notice of redemption and (ii) by giving the Issuer notice in writing of such termination, and such termination shall forthwith become effective. Section 9.02. Option To Purchase Project Upon Occurrence of Certain Events. The Company shall have, and is hereby granted, the option or right to terminate the Lease Term and purchase the Project prior to the full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) in whole as provided by Section 9.01 (d) of the Indenture. To exercise such option, the Company shall, within 120 days following the event authorizing the exercise of such option, give written notice to the Issuer, and to the Trustee if any of the Bonds shall then be unpaid, certifying as to the occurrence of any of the foregoing events and the Company's exercise of its option under this Section, and shall specify therein the date of closing such purchase, which date shall be not less than 50 days or more than 90 days from the date such notice is mailed, and in case of a redemption of the Bonds in accordance with the provisions of the Indenture, shall make arrangements satisfactory to the Trustee for the giving of the required notice of redemption. The purchase price payable by the Company in the event of its exercise of the option granted in this Section shall be the sum of the following: (a) An amount of money which, when added to the amounts then on deposit and available in the Debt Service Account of the Bond Fund will be sufficient to retire and redeem all the Outstanding Bonds pursuant to the terms of the Indenture, including, without limitation, principal, premium, if any, all interest to accrue to said redemption date and expenses, plus (b) An amount of money equal to the Trustee's and the Paying Agents' fees and expenses under the Indenture accrued and to accrue until such final payment and redemption of the Bonds, plus (c) An amount of money equal to the Issuer's fees and expenses, if any, under this Agreement accrued and to accrue until such final payment and redemption of the Bonds. In the event of the exercise of the option granted in this Section, any net proceeds shall be paid to the Company simultaneously with the conveyance prescribed by Section 9.03 hereof. Section 9.03. Conveyance on Exercise of Option To Purchase Project. At the closing of any purchase of the Project pursuant to any option to purchase granted in this Agreement, the Issuer shall upon receipt of the purchase price prepare and deliver to the Company the following: (a) If necessary, a release from the Trustee of the lien of the Indenture. (b) All necessary documents, including, but not limited to, a termination of the Sublease and a warranty deed, conveying to the Company good and marketable title to the Project as it then exists subject to the following: (i) those liens and encumbrances (if any) to which title to the Project was subject when conveyed to the Issuer; (ii) those liens and encumbrances created by the Company or to the creation or suffering of which 4834-8191-0786.7 51