Common use of Leasehold Financing Clause in Contracts

Leasehold Financing. Tenant may obtain financing pertaining to the Solar Facility from one or more Financing Parties (defined below), including but not limited to, (i) development, bridge, construction, term or permanent financing, (ii) investment capital or working capital and/or (iii) structured tax equity financing, securitization financing, sale-leaseback financing, tax credit financing and/or any other debt or equity financing, including without limitation, any renewals, refundings, extensions or refinancings of any of the foregoing. In connection therewith Tenant may enter into various agreements and execute various documents relating to such financing, which documents may, among other things, assign this Lease and the Easements and any other easements benefitting the Premises by way of direct or collateral assignment to a Financing Party (provided, however, that no direct assignment will be effective unless the assignee agrees to assume all of Tenant’s liabilities and obligations under such Lease and Easements), assignment of the Easements and a lease of the Solar Facility from such Financing Party to Tenant, grant the Financing Parties a sublease or other real property interest in Tenant’s interest in and to the Premises, grant a first priority security interest in ▇▇▇▇▇▇’s interest in the Improvements and/or this Lease and ▇▇▇▇▇▇’s other interests in and to the Premises, including, but not limited to, any Easements, rights of way or other similar interests (such documents, collectively “Financing Documents”). Landlord acknowledges notice of the foregoing and consents to the foregoing actions and Financing Documents described above, and Landlord agrees to execute, and agrees to cause any and all of ▇▇▇▇▇▇▇▇’s lenders to execute, such subordination agreements, consents, estoppels and other acknowledgements of the foregoing as Tenant or the Financing Parties may reasonably request and that do not unreasonably (i) amend, (ii) modify, or (iii) impair any of Landlord’s rights under the Lease or Easements. For purposes herein, “Financing Party” or “Financing Parties” shall include (x) any individual, entity, financial institution, leasing company, or lender providing funds or extending credit to Tenant or its affiliates and (y) any collateral or administrative agent acting on behalf of any such individual, entity, financial institution, leasing company, or lender in connection with such financing.

Leasehold Financing. Tenant 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 effect of creating a Leasehold Mortgage, except for a Loan which meets each of the following requirements: (a) The proceeds of the Loan shall be used by Lessee to provide construction or permanent financing for the Improvements; (b) The Loan shall be with a commercial bank or other institutional or private lender ("Lender") with assets of over Five Hundred Million Dollars ($500,000,000.00); (c) The Loan shall be for a maximum aggregate principal amount (including any optional or mandatory advances) that does not exceed the lesser of seventy- five percent (75%) of the Full Insurable Replacement Value or seventy-five percent (75%) of the value of Lessee's leasehold interest in this Lease at the time of Loan closing (inclusive of Lessee's ownership interest in the Improvements); (d) The Leasehold Mortgage securing the Loan shall encumber Lessee's entire leasehold interest in the Premises and ownership interest in the Improvements, 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 lieu or other Transfer of anything less than Lessee's entire leasehold interest in the Premises and ownership interest in the Improvements; and EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (e) The Loan shall not be cross-defaulted with the obligations of any Affiliate of Lessee or any other Person, except for any guaranty or other credit enhancement that may obtain financing pertaining be provided by an Affiliate of Lessee to the Solar Facility from one or more Financing Parties (defined below), including but not limited to, (i) development, bridge, construction, term or permanent financing, (ii) investment capital or working capital and/or (iii) structured tax equity financing, securitization financing, sale-leaseback financing, tax credit financing and/or any other debt or equity financing, including without limitation, any renewals, refundings, extensions or refinancings of any Lender in consideration of the foregoingLoan. In connection therewith Tenant If 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 content reasonably satisfactory to Lessor. Lessee may enter into various agreements and execute various documents relating to such financing, which documents may, among other things, assign encumber its leasehold interest in this Lease and the Easements and any other easements benefitting the Premises by way of direct or collateral assignment to a Financing Party (provided, however, that no direct assignment will be effective unless the assignee agrees to assume all of Tenant’s liabilities and obligations under such Lease and Easements), assignment of the Easements and a lease of the Solar Facility from such Financing Party to Tenant, grant the Financing Parties a sublease or other real property interest in Tenant’s interest in and to the Premises, grant a first priority security interest in ▇▇▇▇▇▇’s its ownership interest in the Improvements and/or 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 and ▇▇▇▇▇▇’s other interests without Lessor's prior written consent, which may be granted or withheld in and to the Premises, including, but not limited to, any Easements, rights of way or other similar interests (such documents, collectively “Financing Documents”). Landlord acknowledges notice of the foregoing and consents to the foregoing actions and Financing Documents described above, and Landlord agrees to execute, and agrees to cause any and all of ▇▇▇▇▇▇▇▇’s lenders to execute, such subordination agreements, consents, estoppels and other acknowledgements of the foregoing as Tenant or the Financing Parties may reasonably request and that do not unreasonably (i) amend, (ii) modify, or (iii) impair any of Landlord’s rights under the Lease or Easements. For purposes herein, “Financing Party” or “Financing Parties” shall include (x) any individual, entity, financial institution, leasing company, or lender providing funds or extending credit to Tenant or its affiliates and (y) any collateral or administrative agent acting on behalf of any such individual, entity, financial institution, leasing company, or lender in connection with such financingLessor's sole discretion.

Leasehold Financing. Tenant may obtain financing pertaining to the Solar Facility from one or more Financing Parties (defined below), including but not limited to, (i) development, bridge, construction, term or permanent financing, (ii) investment capital or working capital and/or (iii) structured tax equity financing, securitization financing, sale-leaseback financing, tax credit financing and/or any other debt or equity financing, including without limitation, any renewals, refundings, extensions or refinancings of any of the foregoing. In connection therewith Tenant may enter into various agreements and execute various documents relating to such financing, which documents may, among other things, assign this Lease and the Easements and any other easements benefitting the Premises by way of direct or collateral assignment to a Financing Party (provided, however, that no direct assignment will be effective unless the assignee agrees to assume all of Tenant’s liabilities and obligations under such Lease and Easements)Party, assignment of the Easements and a lease of the Solar Facility from such Financing Party to Tenant, grant the Financing Parties a sublease or other real property interest in Tenant▇▇▇▇▇▇’s interest in and to the Premises, grant a first priority security interest in ▇▇▇▇▇▇’s interest in the Improvements and/or this Lease and ▇▇▇▇▇▇’s other interests in and to the Premises, including, but not limited to, any Easements, rights of way or other similar interests (such documents, collectively “Financing Documents”). Landlord ▇▇▇▇▇▇▇▇ acknowledges notice of the foregoing and consents to the foregoing actions and Financing Documents described above, and Landlord agrees to execute, and agrees to cause any and all of ▇▇▇▇▇▇▇▇’s lenders to execute, such subordination agreements, consents, estoppels and other acknowledgements of the foregoing as Tenant or the Financing Parties may reasonably request and that do not unreasonably (i) amend, (ii) modify, or (iii) impair any of Landlord’s rights under the Lease or Easementsrequest. For purposes herein, “Financing Party” or “Financing Parties” shall include (x) any individual, entity, financial institution, leasing company, or lender providing funds or extending credit to Tenant or its affiliates and (y) any collateral or administrative agent acting on behalf of any such individual, entity, financial institution, leasing company, or lender in connection with such financing.