by the Authorized Company Representative requesting
such instrument, and (iii) a certificate executed by the Authorized Company
Representative stating that such grant or release will not impair the effective
use or interfere with the operation of the Project.
Any money consideration
received in connection with the granting or release of an easement pursuant to
this Section 8.8 shall be used, at the election of the Company, to acquire
additional property for the Project or to retire principal of the Bonds.
No
grant or release effected under the provisions of this Section shall entitle the
Company to any abatement or diminution of the rents payable under Section 5.3
hereof.
[End of Article VIII]
28
ARTICLE IX
ASSIGNMENT, SUBLEASING, ENCUMBERING, AND SELLING; REDEMPTION;
RENT PREPAYMENTS AND ABATEMENT; INSTALLATION OF
COMPANY'S OWN MACHINERY AND EQUIPMENT
SECTION 9.1.
ASSIGNMENT AND SUBLEASING.
THE COMPANY MAY NOT ASSIGN
THIS LEASE OR SUBLEASE THE PROJECT, AS A WHOLE OR IN PART, WITHOUT OBTAINING THE
PRIOR WRITTEN CONSENT OF THE ISSUER AND THE HOLDER, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD, CONDITIONED OR DELAYED.
NOTWITHSTANDING THE
FOREGOING, THE COMPANY MAY ASSIGN OF ITS INTEREST IN THIS LEASE TO A PERMITTED
ENTITY IF THE REQUIREMENTS SET FORTH IN SECTION 8.3 PERTAINING TO A "SURVIVING,
RESULTING OR TRANSFEREE PERSON" HAVE BEEN FULFILLED.
ANY SUCH CONSOLIDATION,
MERGER OR TRANSFER OF SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY AS PROVIDED
IN SECTION 8.3 HEREOF, AND ANY ASSIGNMENT, DELEGATION OR SUBLEASE AUTHORIZED IN
SECTION 8.3 HEREOF OR ABOVE IN THIS SECTION 9.1, OR OTHERWISE CONSENTED TO BY
THE ISSUER, SHALL BE SUBJECT TO EACH OF THE FOLLOWING CONDITIONS:
(I)
NO ASSIGNMENT (OTHER THAN PURSUANT TO SECTION 8.3 HEREOF IN A
TRANSACTION IN WHICH THE COMPANY CEASES TO EXIST) OR SUBLEASE SHALL RELIEVE THE
COMPANY FROM PRIMARY LIABILITY FOR ANY OF ITS OBLIGATIONS HEREUNDER, AND IN THE
EVENT OF ANY SUCH ASSIGNMENT OR SUBLEASE, THE COMPANY SHALL CONTINUE TO REMAIN
PRIMARILY LIABLE FOR PAYMENT OF THE RENTS SPECIFIED IN SECTION 5.3 HEREOF AND
FOR THE PAYMENT, PERFORMANCE, AND OBSERVANCE OF THE OTHER OBLIGATIONS AND
AGREEMENTS ON ITS PART HEREIN PROVIDED TO BE PERFORMED AND OBSERVED BY IT,
UNLESS THE ISSUER AND THE HOLDER OF THE BONDS CONSENT IN WRITING TO SUCH
RELEASE.
(II)
THE ASSIGNEE OR SUBLESSEE SHALL ASSUME IN WRITING THE
OBLIGATIONS OF THE COMPANY HEREUNDER TO THE EXTENT OF THE INTEREST ASSIGNED OR
SUBLEASED.
(III)
THE COMPANY SHALL FURNISH OR CAUSE TO BE FURNISHED TO THE
ISSUER AND THE HOLDER ASSURANCES REASONABLY SATISFACTORY TO THE ISSUER AND THE
HOLDER THAT THE PROJECT WILL CONTINUE TO BE OPERATED IN COMPLIANCE WITH THE
PROVISIONS HEREOF.
(IV)
NO SUCH ASSIGNMENT OR SUBLEASE (OTHER THAN PURSUANT TO SECTION
8.3 HEREOF IN A TRANSACTION IN WHICH THE COMPANY CEASES TO EXIST) SHALL GIVE
RISE TO A NOVATION, UNLESS THE ISSUER AND THE HOLDER OF THE BONDS AGREE IN
WRITING TO SUCH NOVATION.
(V)
THE COMPANY OR SUCH "SURVIVING, RESULTING OR TRANSFEREE PERSON"
SHALL, WITHIN THIRTY (30) DAYS PRIOR TO THE EXECUTION THEREOF, FURNISH OR CAUSE