Common use of Leasehold Financing Clause in Contracts

Leasehold Financing. Lessee shall have the unrestricted right to execute and deliver a mortgage, deed of trust (including the Deed of Trust), pledge and/or collateral assignment of this Facilities Lease as security for any indebtedness or obligations in any form whatsoever. If Lessee shall execute and deliver such mortgage or deed of trust, and if the holder of the indebtedness secured thereby (the “Mortgagee”) notifies Lessor of the execution of such mortgage or deed of trust, and the name and place for service of notices upon such mortgage or deed of trust, then and in such event, Lessor hereby agrees for the benefit of Lessee and such Mortgagee from time to time: (a) That Lessor will give to any Mortgagee simultaneously with service on Lessee a duplicate of any and all notices or demands given by Lessor to Lessee. (b) The Mortgagee shall have the privilege of performing any of Lessee’s covenants or of curing any defaults by Lessee or of exercising any election, option or privilege conferred upon Lessee by the terms of the Facilities Lease. (c) Lessor shall not terminate this Facilities Lease or Lessee’s right of possession for any default of Lessee if, if after notice to the Mortgagee as provided in subsection (a) above, (i) with respect to any monetary default, within a period of sixty (60) days after the expiration of the period of time in which Lessee could have cured the default, such default is cured, or (ii) with respect to any nonmonetary default, if within a period of one hundred twenty (120) days after the expiration of the period of time in which Lessee could have cured the default, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 120 days, then such additional time as is reasonably necessary to complete such cure, not to exceed one hundred eighty (180) days, provided that Mortgagee has commenced such cure within the initial one-hundred and twenty (120) day period and diligently continues to pursue the same to completion, and such default is cured within such period of one hundred eighty (180) days. (d) Lessor shall recognize any Mortgagee or any assignee of any Mortgagee if such Mortgagee or assignee becomes successor to Lessee following any foreclosure (or deed in lieu of foreclosure) of Lessee’s leasehold interest in the Tax-Exempt Facilities, subject to Section 18.1 above. Lessor shall execute reasonable subordination, non-disturbance or attornment agreements as may be requested by a Mortgagee, provided any such agreement is consistent with the foregoing, and in form and substance reasonably acceptable to Lessor. Notwithstanding the foregoing, the Mortgagee or any assignee of any Mortgagee who becomes successor to Lessee must strictly abide under the terms of this Facilities Lease. (e) Lessor hereby waives and releases any statutory, constitutional, and/or contractual liens against the assets or property of Lessee, including without limitation Chapter 54 of the Texas Property Code - LANDLORD’S LIENS. Although such waiver and release is hereby deemed to be automatic and self-executing, Lessor agrees to execute and deliver to Lessee within thirty (30) days following request therefor such waivers and confirmations as Lessee may request to evidence the foregoing waiver and release, as well as consents to assignment that may be reasonably requested.

Leasehold Financing. Lessee shall have the unrestricted right to execute and deliver a mortgage, deed of trust (including the Deed of Trust), pledge and/or collateral assignment of this Facilities Lease as security for any indebtedness or obligations in any form whatsoever. If Lessee ▇▇▇▇▇▇ shall execute and deliver such mortgage or deed of trust, and if the holder of the indebtedness secured thereby (the “Mortgagee”) notifies Lessor of the execution of such mortgage or deed of trust, and the name and place for service of notices upon such mortgage or deed of trust, then and in such event, Lessor hereby agrees for the benefit of Lessee ▇▇▇▇▇▇ and such Mortgagee from time to time: (a) That Lessor will give to any Mortgagee simultaneously with service on Lessee a duplicate of any and all notices or demands given by Lessor to Lessee. (b) The Mortgagee shall have the privilege of performing any of Lessee▇▇▇▇▇▇’s covenants or of curing any defaults by Lessee ▇▇▇▇▇▇ or of exercising any election, option or privilege conferred upon Lessee by the terms of the Facilities Lease. (c) Lessor shall not terminate this Facilities Lease or Lessee’s right of possession for any default of Lessee if, if after notice to the Mortgagee as provided in subsection (a) above, (i) with respect to any monetary default, within a period of sixty (60) days after the expiration of the period of time in which Lessee could have cured the default, such default is cured, or (ii) with respect to any nonmonetary default, if within a period of one hundred twenty (120) days after the expiration of the period of time in which Lessee could have cured the default, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 120 days, then such additional time as is reasonably necessary to complete such cure, not to exceed one hundred eighty (180) days, provided that Mortgagee has commenced such cure within the initial one-hundred and twenty (120) day period and diligently continues to pursue the same to completion, and such default is cured within such period of one hundred eighty (180) days. (d) Lessor shall recognize any Mortgagee or any assignee of any Mortgagee if such Mortgagee or assignee becomes successor to Lessee following any foreclosure (or deed in lieu of foreclosure) of Lessee’s leasehold interest in the 2024 Tax-Exempt Facilities, subject to Section 18.1 above. Lessor shall execute reasonable subordination, non-disturbance or attornment agreements as may be requested by a Mortgagee, provided any such agreement is consistent with the foregoing, and in form and substance reasonably acceptable to Lessor. Notwithstanding the foregoing, the Mortgagee or any assignee of any Mortgagee who becomes successor to Lessee ▇▇▇▇▇▇ must strictly abide under the terms of this Facilities Lease. (e) Lessor hereby waives and releases any statutory, constitutional, and/or contractual liens against the assets or property of Lessee▇▇▇▇▇▇, including without limitation Chapter 54 of the Texas Property Code - LANDLORD’S LIENS. Although such waiver and release is hereby deemed to be automatic and self-executing, Lessor ▇▇▇▇▇▇ agrees to execute and deliver to Lessee ▇▇▇▇▇▇ within thirty (30) days following request therefor such waivers and confirmations as Lessee may request to evidence the foregoing waiver and release, as well as consents to assignment that may be reasonably requested.

Leasehold Financing. Lessee shall obtain Lessor's written consent before procuring any loan and/or entering into any other arrangement (singly or collectively, a "Loan") which would have the unrestricted right to execute and deliver effect of creating a mortgageLeasehold Mortgage, deed of trust (including the Deed of Trust), pledge and/or collateral assignment of this Facilities Lease as security except for any indebtedness or obligations in any form whatsoever. If Lessee shall execute and deliver such mortgage or deed of trust, and if the holder a Loan which meets each of the indebtedness secured thereby (the “Mortgagee”) notifies Lessor of the execution of such mortgage or deed of trust, and the name and place for service of notices upon such mortgage or deed of trust, then and in such event, Lessor hereby agrees for the benefit of Lessee and such Mortgagee from time to timefollowing requirements: (a) That Lessor will give The proceeds of the Loan shall be used by Lessee to any Mortgagee simultaneously with service on Lessee a duplicate of any and all notices provide construction or demands given by Lessor to Lessee.permanent financing for the Improvements; (b) The Mortgagee Loan shall have the privilege be with a commercial bank or other institutional or private lender ("Lender") with assets of performing any of Lessee’s covenants or of curing any defaults by Lessee or of exercising any election, option or privilege conferred upon Lessee by the terms of the Facilities Lease.over Five Hundred Million Dollars ($500,000,000.00); (c) Lessor The Loan shall be for a maximum aggregate principal amount (including any optional or mandatory advances) that does not terminate this Facilities Lease or Lessee’s right exceed the lesser of possession for any default of Lessee if, if after notice to the Mortgagee as provided in subsection seventy- five percent (a75%) above, (i) with respect to any monetary default, within a period of sixty (60) days after the expiration of the period of time in which Lessee could have cured the default, such default is cured, Full Insurable Replacement Value or seventy-five percent (ii75%) with respect to any nonmonetary default, if within a period of one hundred twenty (120) days after the expiration of the period value of Lessee's leasehold interest in this Lease at the time of Loan closing (inclusive of Lessee's ownership interest in which Lessee could have cured the default, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 120 days, then such additional time as is reasonably necessary to complete such cure, not to exceed one hundred eighty (180) days, provided that Mortgagee has commenced such cure within the initial one-hundred and twenty (120) day period and diligently continues to pursue the same to completion, and such default is cured within such period of one hundred eighty (180) days.Improvements); (d) Lessor The Leasehold Mortgage securing the Loan shall recognize any Mortgagee or any assignee of any Mortgagee if such Mortgagee or assignee becomes successor to Lessee following any foreclosure (or deed in lieu of foreclosure) of encumber Lessee’s 's entire leasehold interest in the Tax-Exempt Facilities, subject to Section 18.1 above. Lessor shall execute reasonable subordination, non-disturbance or attornment agreements as may be requested by a Mortgagee, provided any such agreement is consistent with Premises and ownership interest in the foregoingImprovements, and the Lender shall expressly agree for the benefit of Lessor that the Premises and the Project are a single integrated project and there shall be no partial foreclosure, deed in form lieu or other Transfer of anything less than Lessee's entire leasehold interest in the Premises and substance reasonably acceptable to Lessor. Notwithstanding ownership interest in the foregoing, the Mortgagee or any assignee of any Mortgagee who becomes successor to Lessee must strictly abide under the terms of this Facilities Lease.Improvements; and EXHIBIT 10.27 (e) Lessor hereby waives and releases The Loan shall not be cross-defaulted with the obligations of any statutoryAffiliate of Lessee or any other Person, constitutional, and/or contractual liens against except for any guaranty or other credit enhancement that may be provided by an Affiliate of Lessee to the assets or property of Lessee, including without limitation Chapter 54 Lender in consideration of the Texas Property Code - LANDLORD’S LIENSLoan. Although such waiver and release is hereby deemed to be automatic and self-executingIf requested by Lessee, Lessor agrees to execute its written consent to a Leasehold Mortgage which meets the foregoing requirements, provided that such consent shall be in form and deliver content reasonably satisfactory to Lessee within thirty (30) days following request therefor such waivers and confirmations as Lessor. Lessee may request to evidence encumber its leasehold interest in this Lease and its ownership interest in the foregoing waiver and releaseImprovements only in accordance with this Section 15.5. There shall be no modification of a Loan or Leasehold Mortgage that would be inconsistent with any of the requirements of this Lease without Lessor's prior written consent, as well as consents to assignment that which may be reasonably requestedgranted or withheld in Lessor's sole discretion.

Leasehold Financing. (a) Notwithstanding anything contained in Section 10.1 above to the contrary, the Lessee shall have may, without the unrestricted right to execute and deliver a Lessor’s prior written consent, mortgage, deed of trust (including the Deed of Trust), pledge and/or collateral assignment of this Facilities Lease as security for any indebtedness or obligations in any form whatsoever. If Lessee shall execute and deliver such mortgage or deed of trust, and if the holder collaterally assign all of the indebtedness secured thereby Lessee’s right, title or interest in, to or under this Lease (the each, an “MortgageeApproved Leasehold Financing”) notifies Lessor of the execution of such mortgage to or deed of trust, and the name and place for service of notices upon such mortgage or deed of trust, then and in such event, Lessor hereby agrees for the benefit of the holders of the Subordinated Notes and the holders of the Senior Notes (each, an “Approved Leasehold Mortgagee”). The Lessee shall notify the Lessor promptly, and such Mortgagee from time to time: in any event within ten (a10) That days, of its entering into an Approved Leasehold Financing, and shall provide the Lessor will give to any Mortgagee simultaneously with service on Lessee a duplicate copies of any and all notices or demands given by Lessor documents related to Lesseeeach such Approved Leasehold Financing. (b) The Mortgagee shall have In connection with an Approved Leasehold Financing, the privilege Lessor covenants and agrees with and for the benefit of performing any of Lessee’s covenants or of curing any defaults by Lessee or of exercising any electionthe Approved Leasehold Mortgagee, option or privilege conferred upon Lessee by subject to the terms of the Facilities Lease.Approved Leasehold Financing, as follows: (c) Lessor shall not terminate this Facilities Lease or Lessee’s right of possession for any default of Lessee if, if after notice to the Mortgagee as provided in subsection (a) above, (i) Upon the occurrence of an Event of Default, the Lessor shall give written notice thereof to the Approved Leasehold Mortgagee, and before the Lessor may exercise any remedies hereunder as a result of such Event of Default, the Lessor shall provide the Approved Leasehold Mortgagee with respect the right to any monetary default, within cure such Event of Default for a period of sixty thirty (6030) days after the expiration Approved Leasehold Mortgagee’s receipt of the period of time in which Lessee could have cured the default, such default is cured, or notice; (ii) with respect to any nonmonetary default, if within a period Following the occurrence of one hundred twenty (120) days after an event of default and foreclosure under the expiration of the period of time in which Lessee could have cured the default, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 120 days, then such additional time as is reasonably necessary to complete such cure, not to exceed one hundred eighty (180) days, provided that Mortgagee has commenced such cure within the initial one-hundred and twenty (120) day period and diligently continues to pursue the same to completion, and such default is cured within such period of one hundred eighty (180) days. (d) Lessor shall recognize any Mortgagee or any assignee of any Mortgagee if such Mortgagee or assignee becomes successor to Lessee following any foreclosure (or deed in lieu of foreclosure) of Lessee’s leasehold interest in the Tax-Exempt Facilities, subject to Section 18.1 above. Lessor shall execute reasonable subordination, non-disturbance or attornment agreements as may be requested by a Mortgagee, provided any such agreement is consistent with the foregoing, and in form and substance reasonably acceptable to Lessor. Notwithstanding the foregoingApproved Leasehold Financing, the Approved Leasehold Mortgagee or any assignee of any Mortgagee who becomes successor may elect to Lessee must strictly abide under exercise the Purchase Option in accordance with the terms of this Facilities Lease.Article XV; (eiii) Lessor hereby waives and releases any statutoryFor so long as such Approved Leasehold Financing remains in effect, constitutional, and/or contractual liens against the assets economic terms of this Lease may not be modified or property of Lessee, including amended without limitation Chapter 54 the prior written consent of the Texas Property Code - LANDLORD’S LIENS. Although Approved Leasehold Mortgagee; (iv) This Lease may be assigned by the Lessee to the Approved Leasehold Mortgagee without the Lessor’s prior written consent; provided, however, in the event of such waiver and release is hereby deemed assignment, the Lessor may, at its option, require the Approved Leasehold Mortgagee to be automatic and self-executingexercise the Purchase Option in accordance with the terms of Article XV; and (v) If this Lease terminates as a result of the Lessor exercising its remedies hereunder following the occurrence of an Event of Default, upon the request of the Approved Leasehold Mortgagee, the Lessor agrees to execute and deliver to Lessee shall, within thirty (30) days following request therefor of such waivers termination, enter into a new lease with the Approved Leasehold Mortgagee, upon substantially the same terms and confirmations conditions as set forth herein, provided the Approved Leasehold Mortgagee has paid the Lease Balance to the Lessor. (c) The Lessee may request acknowledges and agrees that an Approved Leasehold Financing shall encumber only the Lessee’s right, title and interest in and to evidence the foregoing waiver Leased Property created by this Lease and release, as well as consents shall not in any way encumber the Lessor’s fee simple title to assignment that may be reasonably requestedthe Leased Property or affect the Lessor’s right to receive any payments provided for under this Lease.

Leasehold Financing. Lessee shall have the unrestricted right to execute and deliver a mortgage, deed of trust (including the Deed of Trust)trust, pledge and/or collateral assignment of this Facilities Lease Lease, but not Lessor’s fee interest in the Bond Financed Property, as security for any indebtedness or obligations in any form whatsoever. If Lessee shall execute and deliver such a mortgage or deed of trust, and if the holder of the indebtedness secured thereby (the “Mortgagee”) notifies Lessor of the execution of such mortgage or deed of trust, and the name and place for service of notices upon such mortgage or deed of trust, then and in such event, Lessor hereby agrees for the benefit of Lessee and such Mortgagee from time to time: (a) That Lessor will give to any Mortgagee simultaneously with service on Lessee a duplicate of any and all notices or demands given by Lessor to Lessee. (b) The Mortgagee shall have the privilege of performing any of Lessee’s covenants or of curing any defaults by Lessee or of exercising any election, option or privilege conferred upon Lessee by the terms of the Facilities Lease. (c) Lessor shall not terminate this Facilities Lease or Lessee’s right of possession for any default of Lessee if, if after notice to the Mortgagee as provided in subsection (a) above, (i) with respect to any monetary default, within a period of sixty (60) days after the expiration of the period of time in which Lessee could have cured the default, such default is cured, or (ii) with respect to any nonmonetary non-monetary default, if within a period of one hundred twenty (120) days after the expiration of the period of time in which Lessee could have cured the default, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 120 days, then such additional time as is reasonably necessary to complete such cure, not to exceed one hundred eighty (180) days, provided that Mortgagee has commenced such cure within the initial one-hundred and twenty (120) day period and diligently continues to pursue the same to completion, and such default is cured within such period of one hundred eighty (180) days. (d) Lessor shall recognize any Mortgagee or any assignee of any Mortgagee if such Mortgagee or assignee becomes successor to Lessee following any foreclosure (or deed in lieu of foreclosure) of Lessee’s leasehold interest in the Tax-Exempt Facilities, subject to Section 18.1 above. Lessor shall execute reasonable subordination, non-disturbance or attornment agreements as may be requested by a Mortgagee, provided any such agreement is consistent with the foregoing, and in form and substance reasonably acceptable to Lessor. Notwithstanding the foregoing, the Mortgagee or any assignee of any Mortgagee who becomes successor to Lessee must strictly abide under the terms of this Facilities Lease17.1 hereof. (e) Lessor hereby waives and releases any statutory, constitutional, and/or contractual liens against the assets or property of Lessee, including without limitation Chapter 54 of the Texas Property Code - LANDLORD’S LIENS. Although such waiver and release is hereby deemed to be automatic and self-executing, Lessor agrees to execute and deliver to Lessee within thirty (30) days following request therefor such waivers and confirmations as Lessee may request to evidence the foregoing waiver and release, as well as consents to assignment that may be reasonably requested.