Common use of Leasehold Mortgage Clause in Contracts

Leasehold Mortgage. Tenant or any sublessee may, at any time and from time to time, without obtaining Landlord’s consent, hypothecate, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (as the case may be), and/or in the Generating Facility, to any Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Colorado.

Leasehold Mortgage. Tenant or any sublessee mayNotwithstanding the provisions of Section 4.01, at any time and from time to timeLessee shall have the right, without obtaining LandlordLessor’s or Mortgagee’s consent, hypothecateto collaterally assign, mortgagepledge and/or mortgage all of Lessee’s rights and interests under this Lease, grant its interest in any sublease of the Premises, or pledge its right, title or interest hereunder or in its sublease (as the case may be), and/or in the Generating Facilityrentals payable thereunder, to any Leasehold Mortgagee provider of construction, interim, or long-term financing, or any refinancing thereof, and any trustee or agent acting on their behalf (“Lessee Lenders”) as security for the repayment of Lessee’s obligations under all documents and instruments evidencing, guaranteeing or executed by Lessee in connection with any indebtedness and/or the performance of any obligation said financing (a “MortgageFinancing Documents”). Tenant , on the condition that (i) said Lessee Lenders are investors customarily in the business of making loans, (ii) Lessee is limited to one mortgagee, assignee or pledgee at a time, (iii) Lessor obtains copies of all Financing Documents, (iv) that any assignees or subtenants shall give Landlord written notice not have such right to mortgage, assign or pledge this Lease, except to the extent the assignment is a Deemed Assignment, (v) that any proposed purchaser at foreclosure or grantee in lieu of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenantforeclosure, or a sublessee for some or all guarantor of its obligations hereunder, meet the requirements to permit Lessee to be released from liability under this Lease, as set forth in Section 4.05 above, (vi) the Financing Documents not alter any terms of this Lease (including use of the Generating FacilityNet Proceeds), (vii) any assignee, purchaser at foreclosure or grantee in lieu of foreclosure shall restore the Security Deposit, (viii) the Lessee Lenders have no greater rights for notice and cure of Lessee Events of Default except as otherwise set forth in this Lease, and any agent(ix) there be no uncured Event of Default hereunder. In the event of such a collateral assignment, security agent, collateral agent, indenture trustee, loan trustee, loan participant pledge and/or mortgage and upon occurrence of an Event of Default by Lessee under this Lease or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold MortgageeFinancing Documents, as the case may be, the Lessee Lenders shall have the right (but not the obligation) to Landlordassume, all of the rights, interests and obligations of Lessee thereafter arising under this Lease. Lessor or Lessee, upon request of the other, shall promptly execute and deliver to the requesting party, and/or Lessee Lenders or Mortgagee, a written consent to any such collateral assignment, pledge and/or mortgage of this Lease and such written certificates as to the due authorization, execution and delivery by the executing party, and enforceability against Lessor or Lessee of this Lease as Lessor or Lessee and/or Lessee Lenders and Mortgagee may reasonably request; provided, however that the failure to give such notice however, in no event and under no circumstances shall not constitute a default any assignment, pledge or event mortgage of default Lessee’s rights and interests under this Lease but rather to Lessee Lenders be superior to any pledge or mortgage of the Premises by Lessor to Mortgagee or to a pledge or grant of the Lease to Mortgagee as security for said financing or refinancing, and, accordingly, Lessee acknowledges that any assignment, pledge and/or mortgage of this Lease to Lessee Lenders will be subordinate to Lessor’s financing and the rights thereunder, whether entered into now or at any time in the future. Notwithstanding the foregoing, whenever Lessor shall only send notice of default to Lessee, Lessor shall, at such time, also send notice of such default to Lessee Lenders (if adequate contact information has been provided to Lessor) in the same manner as notices are required hereunder and Lessee Lenders shall have the effect of relieving Landlord from any obligation same period in which to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Coloradocure as does Lessee plus five (5) days.

Leasehold Mortgage. Notwithstanding anything to the contrary herein contained, Tenant shall have the continuing right during the Term, once or any sublessee may, at any time and from time to timemore often, without obtaining Landlord’s consentconsent or approval, hypothecate, to mortgage, grant pledge or pledge its rightotherwise encumber this Lease, title or interest provided any such right is limited to Tenant’s leasehold estate hereunder or in its sublease and all rights, easements, privileges and appurtenances specifically herein granted of Tenant under this Lease (any and all of which are referred to as the case may be), and/or in the Generating Facility, to any Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Leasehold Mortgage”). Tenant shall give Landlord written notice of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term holder of such Leasehold Mortgage being herein referred to as a “Leasehold Mortgagee” collectively includes ”) and is subordinate to the lien securing any financial institution or other person or entityfinancing obtained by Landlord with respect to the Property, includingas evidenced by a subordination agreement in form and substance reasonably acceptable to both Landlord’s lender and Tenant’s lender. If Tenant shall have encumbered its leasehold estate created under this Lease by a Leasehold Mortgage, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all and the Leasehold Mortgagee shall notify Landlord in writing of the Generating Facilitycreation thereof, and any agentprovide an address for contacting the Leasehold Mortgagee, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable effortsthen Landlord, at no cost to Landlord, to cooperate with Tenant and any sublessee in Tenant’s or such sublessee’s (the same time as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage it shall give notice of a breach of this Lease to Tenant shall, in addition, give notice thereof also to the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give and no such notice shall not constitute be deemed to have been given to Tenant unless and until a default or event copy thereof shall have been so given to such Leasehold Mortgagee. Said Leasehold Mortgagee (its agents, receivers, trustee and anyone claiming under such Leasehold Mortgagee) upon the receipt of any such notice of default under shall have the right to enter into and upon the Premises and take possession thereof and to remedy any default prior to the expiration of forty-five (45) days following its receipt of such notice from Landlord, and this Lease but rather shall only remain in full force and effect during and throughout such period of grace, and the rights and remedies provided Landlord herein shall not be exercisable by Landlord after Tenant shall breach or be deemed to have the effect of relieving Landlord from any obligation to such assignee, sublessee or breached this Lease unless said Leasehold Mortgagee until such notice is given. Landlord hereby consents shall have failed to rectify the recordation same during or within the period of time allowed hereunder; it being understood, however, that a breach of this Lease which cannot be cured by the interest payment of money shall be deemed to have been rectified within the assignee, sublessee or period of grace allowed said Leasehold Mortgagee if rectification thereof shall be commenced by said Leasehold Mortgagee in good faith before the Official Records end of Pueblo Countysuch grace period, Coloradoand such correction thereafter shall be prosecuted with reasonable diligence. Notwithstanding the foregoing, if Leasehold Mortgagee exercises its right to enter into and upon the Premises (as provided herein), Leasehold Mortgagee agrees to forever fully protect, defend, indemnify and hold harmless Landlord from and against all loss, costs, damages, escrow fees, reasonable attorneys’ fees and expenses of every kind and nature, which it may expend or incur under or by reason or in consequence of, or as a result of such entry or temporary occupancy of the Premises.

Leasehold Mortgage. Tenant (a) Tenant, and any successor or any sublessee assign of Tenant, may, at any time and from time to time, without obtaining Landlord’s 's consent, hypothecate, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (as the case may be), and/or in the Generating Facility, to any Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing pledge, mortgage or encumber Tenant's interest in the Lease and/or the leasehold estate demised hereunder. Any such pledge, deed of trust, mortgage or encumbrance upon the Lease or the leasehold estate demised hereunder, as the same may be extended, modified, amended or replaced, is herein referred to Tenant, an Affiliate as a "Leasehold Mortgage." There shall be no limitation or restriction upon (i) the number of Tenantseparate Leasehold Mortgages Tenant may place on the Lease and/or the leasehold estate demised hereunder, or a sublessee (ii) the principal amount and other sums secured by any such Leasehold Mortgage; provided, however, that the aggregate principal amounts of all Leasehold Mortgages outstanding at any one time during the Term shall in no event exceed seventy-five percent (75%) of the fair market value of the Hotel with respect to the Hotel. Such principal amount or other sums may also be secured by other mortgages, deeds of trust or security agreements. Without limiting the generality of the foregoing, any Leasehold Mortgage may secure loans and advances other than for some or the construction on the Leased Premises of the improvements herein contemplated; and the Leasehold Mortgage may secure loans and advances for the construction and improvement of other properties in other locations. Any Leasehold Mortgage shall by its terms be made expressly subject and subordinate to all of the Generating Facilityprovisions, covenants, conditions, exceptions and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assignsreservations herein contained. Landlord agrees shall not be bound to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with recognize any Leasehold Mortgagee unless such Leasehold Mortgagee or Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice have notified Landlord of the same (including existence of such Leasehold Mortgage and of the name and address of the assignee, sublessee or such Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Colorado.

Leasehold Mortgage. Notwithstanding the provisions of Article 17 regarding Transfer of this Lease, but subject to the provisions of this Article 22, Tenant or any sublessee may, shall have the right at any time and from time to timetime to encumber (i) the entire (but not less than the entire) leasehold estate created by this Lease, without obtaining Landlord’s consentor (ii) any or all of Tenant's Property by one or more mortgages, hypothecate, deeds of trust or other security instruments (any such mortgage, grant deed of trust, or pledge its rightother security instrument that satisfies the requirements of this Article 22 being herein referred to as a "Leasehold Mortgage") to secure repayment of a loan (and associated obligations) made to Tenant for the purpose of financing the construction of any Improvements made pursuant to the terms of this Lease or the acquisition or leasing of any of Tenant's Property or for the long-term financing thereof, title or provided that in no event shall any interest hereunder or in its sublease (as the case may be), and/or of Landlord in the Generating FacilityPremises, be subject or subordinate to any Leasehold Mortgagee as security for the repayment lien or encumbrance of any indebtedness and/or the performance mortgage, deed of trust or other security instrument. Any Leasehold Mortgage shall by its terms provide that all proceeds of any obligation (a “Mortgage”). Tenant property insurance covering the Premises and all Awards shall be payable to Landlord for application in accordance with the provisions of this Lease and that the holder of such Leasehold Mortgage shall give Landlord written notice of any default of Tenant under such Leasehold Mortgage contemporaneously with the name, address, phone number giving of such notice to Tenant. Tenant shall deliver to Landlord promptly after execution by Tenant a true and email address verified copy of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all of the Generating FacilityMortgage, and any agentamendment, security agentmodification or extension thereof, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate together with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assigneeowners and holder thereof. At Tenant's request, sublessee or Landlord will enter into an agreement with Tenant and the holder of a Leasehold MortgageeMortgage, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records form of Pueblo Countyattached Exhibit I, Coloradoin which case such Agreement will supersede any inconsistent provisions of this Lease.

Leasehold Mortgage. Tenant or LESSEE shall not allow any sublessee may, at any time and from time to time, without obtaining Landlord’s consent, hypothecate, mortgage, grant deed of trust or pledge its rightsecurity interest, title lien, encumbrance or interest hereunder other similar instrument or in its sublease transaction (as the case may be), and/or in the Generating Facility, to any “Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice , to be filed or recorded in the Office of the nameDepartment of Lands, addresswith any County Recorder’s Office, phone number or with the Office of the Secretary of State without first obtaining XXXXXX’s prior written consent therefor, which consent may be withheld or denied in XXXXXX’s sole discretion. Any Leasehold Mortgage may only encumber LESSEE’s leasehold interest in this Lease and/or LESSEE’s interest in any Personal Property owned by XXXXXX, provided such Leasehold Mortgage is properly perfected, including in the office of the Secretary of State, and email address provided the Leasehold Mortgage acknowledges LESSOR’s priority in any proceeds of Personal Property and Personal Belongings as provided for in this Lease, including, but not limited to, Section K. Personal Property shall retain its character as personal property of LESSEE. The Leasehold Mortgage shall be subject to the terms and conditions in this Lease. The Leasehold Mortgage shall terminate upon the termination of this Lease for any reason, and such Leasehold Mortgage shall not encumber or require subordination of LESSOR’s fee title to the Leased Premises. Any Leasehold Mortgage shall be limited to the amount of an appraisal of the Personal Property by the lender of the Personal Property, and subject to approval of the appraisal and amount by LESSOR. In the event LESSEE breaches its obligations under this Lease, XXXXXX agrees to provide the holder of such Leasehold Mortgage (“Lienholder”) with a copy of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into Notice of Default and/or Notice of Termination provided by TenantLESSOR to LESSEE under Section Q below, provided LESSEE has provided LESSOR with the name and address for such Lienholder prior to the date of such notice. As used herein, In the term “Leasehold Mortgagee” collectively includes any financial institution or other event Lienholder shall consist of more than one person or entity, includingLienholder shall provide notice to LESSOR identifying one such person or entity which shall receive notice from LESSOR, and which notice to said person or entity shall constitute notice upon each and every person or entity constituting Lienholder; otherwise, if Lienholder does not identify any one person or entity for avoidance the receipt of doubtnotice, then notice upon any one person or entity constituting Lienholder shall constitute notice on all persons and entities constituting Lienholder. Lienholder shall have the right to cure any default specified in the Notice of Default or Notice of Termination during the same time allowed to LESSEE or within thirty (30) days after the receipt of said notice by the Lienholder, whichever is greater. Upon the termination of this Lease for any reason, the Leasehold Mortgage shall terminate and LESSEE shall immediately acquire the written release in recordable form (and record and/or file the same in any office as may be required) to effect the release of any Leasehold Mortgage or lien of any kind affecting any interest of LESSEE in the Lease, the Leased Premises, and/or in any Personal Property and Non-Approved Personal Property thereon. Lienholder shall acknowledge this requirement in the Leasehold Mortgage, and shall, upon the execution of a Leasehold Mortgage involving LESSEE or this Lease, agree to, and shall, immediately release any Leasehold Mortgage upon the termination of this Lease. In the event LESSEE or Lienholder fail to provide said release of any such Leasehold Mortgage as provided herein following notice from LESSOR to LESSEE and Xxxxxxxxxx, and thirty (30) days to cure by providing and recording the release of the Leasehold Mortgage, then LESSOR may record a certification of termination of lease or LESSEE’s interest in the Lease, which shall effect the termination of the Leasehold Mortgage. Notwithstanding the foregoing, a backLeasehold Mortgage may remain upon XXXXXX’s leasehold interest in the Lease or LESSEE’s Personal Property interest upon an assignment approved in writing by LESSOR of all of LESSEE’s interest in the Lease and all Personal Property and Non-leverage lender or an equity (including tax equity) investorApproved Personal Property upon the Leased Premises provided such assignment specifically provides therefore, and provided further, that from time to time provides financing to Tenantany such assignment is approved by both Xxxxxxxxxx and XXXXXX, an Affiliate of Tenant, which approval or a sublessee for some or all of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved consent may be withheld in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in TenantXXXXXX’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Coloradosole discretion.

Leasehold Mortgage. Tenant or any sublessee may, at any time and from time to time, without obtaining with Landlord’s consentprior written consent (which consent shall not be unreasonably withheld, hypothecateconditioned, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (as the case may bedelayed), and/or mortgage or otherwise encumber Tenant’s leasehold estate (defined as Tenant’s interest in the Generating FacilityPremises as set forth in this Lease), to any Leasehold Mortgagee assign Tenant’s leasehold estate as security for the repayment of any indebtedness and/or the performance of any obligation collateral security, and collaterally assign Tenant’s rights under this Lease (each, a “Leasehold Mortgage”). Tenant shall give Landlord written notice of ” and the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after holder thereof being a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity ”) on the following terms and conditions: (including tax equitya) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all the Leasehold Mortgage shall not extend beyond the expiration date of the Generating Facilitythen current Term; (b) the Leasehold Mortgage shall not lien or encumber the fee interest of Landlord in any manner, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a the lien of the Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice be subordinate in all respects to the fee interest of Landlord; (c) Tenant shall notify Landlord and every Superior Lessor and Superior Mortgagee of the same (including execution of such Leasehold Mortgage and the name and address place for service of the assigneenotice upon such Leasehold Mortgagee; and (d) Tenant’s making a Leasehold Mortgage shall not be deemed to constitute an unpermitted assignment or transfer of Tenant’s leasehold estate, sublessee or nor shall any Leasehold Mortgagee, as such, or in the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event exercise of default its rights under this Lease but rather shall only have the effect of relieving Landlord from any obligation Lease, prior to such foreclosure, be deemed to be an assignee, sublessee transferee, or mortgagee in possession of Tenant’s leasehold estate so as to require such Leasehold Mortgagee until Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant’s obligations under this Lease. Notwithstanding the foregoing, Tenant may, with notice to but without Landlord's consent enter into a Leasehold Mortgage where the total amount secured by such notice mortgage is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Coloradoless than $1,000,000.

Leasehold Mortgage. Notwithstanding the provisions of Section 9 hereof, Tenant or any sublessee may, at any time and from time to timeshall have the absolute right, without obtaining Landlord’s consent, hypothecate, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (as the case may be), and/or in the Generating Facility, to any Leasehold Mortgagee as security for the repayment consent of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice of the name, address, phone number and email address of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate mortgage or otherwise encumber this Lease or its rights hereunder (the "Leasehold Estate") with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts a Leasehold Mortgage to obtain financing from a Leasehold Mortgagee. Tenant The Leasehold Mortgagee shall notify Landlord, in the manner hereinafter provided for the giving of notice, of the execution of such Leasehold Mortgage and the name and place for service of notice upon such Leasehold Mortgagee. In the event that at the time of the creation of such Leasehold Mortgage, Landlord shall have mortgaged or otherwise encumbered its fee interest in the Premises, then such notice of such Leasehold Mortgage shall also be given to Lender. Landlord shall cooperate in all reasonable respects with Tenant, at Tenant's sole Cost, in providing necessary information in Landlord's possession or control as to the Premises or this Lease (or any sublessee other agreement or instrument executed in connection with the Premises or this Lease) to the Leasehold Mortgagee. Without limiting the foregoing, Landlord shall, at Tenant's sole Cost, endeavor to cause any report by any third party retained by Landlord (including without limitation architects, engineers and title examiners) to address or re-address documents prepared by them, respectively, to the Leasehold Mortgagee and to allow the Leasehold Mortgagee to rely thereon. Upon such notification to Landlord that Tenant has entered into a transferLeasehold Mortgage, assignment or sublease or has granted a Mortgage shall give notice Landlord hereby agrees for the benefit of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as and upon written request by Tenant, to execute and deliver to Tenant and the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents a recognition, attornment and assent to leasehold mortgage agreement ("Leasehold Mortgage Agreement") in recordable form, containing terms substantially similar to the recordation terms of the interest of form attached hereto as Exhibit F and incorporated herein and otherwise reasonably acceptable to Landlord and the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, ColoradoMortgagee.

Leasehold Mortgage. Notwithstanding anything contained in Section 17 hereof or otherwise in this Lease to the contrary, Tenant shall have the right with Landlord's prior written consent, which shall not be unreasonably withheld, delayed or conditioned, to mortgage, pledge, encumber or otherwise hypothecate its interest in this Lease or the Premises or any sublessee maypart thereof (any of the foregoing being referred to as a "LEASEHOLD MORTGAGE"), at any time provided that (i) such Leasehold Mortgage is to be held by an Institutional Lender, (ii) the Leasehold Mortgage shall not increase Landlord's obligations or reduce Landlord's rights under this Lease (except to the limited extent provided under a recognition agreement as set forth below), and from time (iii) in Landlord's reasonable judgment, Tenant entering into the Leasehold Mortgage is unlikely to timehave an adverse effect on Landlord's ability to obtain financing with respect to the Premises. Solely to the extent that Landlord has consented to a Leasehold Mortgage in accordance with the immediately preceding sentence, Landlord shall provide such cooperation in connection with the creation of such Leasehold Mortgage as is reasonably requested by Tenant, which shall include execution and delivery of such customary and reasonable agreements as the leasehold mortgagee shall require, including, without obtaining Landlord’s consentlimitation, hypothecate, mortgage, grant or pledge its right, title or interest hereunder or a recognition agreement in its sublease (favor of the leasehold mortgagee containing reasonable and customary provisions as to the case may be), and/or in cure by leasehold mortgage of Tenant defaults and the Generating Facility, to any Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”)like. Tenant shall give reimburse Landlord written notice of for the namecustomary and reasonable expenses (including reasonable attorneys' fees) incurred by Landlord in connection therewith, addresswithin fifteen (15) Business Days after demand therefor. Notwithstanding anything set forth in this SECTION 39, phone number and email address of in any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenant. As used herein, the term “Leasehold Mortgagee” collectively includes any financial institution or other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time shall be subject and subordinate to time provides financing to Tenant, an Affiliate of Tenant, or a sublessee for some or all of the Generating Facility, Landlord's interest in this Lease and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved Mortgage in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Coloradoall respects.

Leasehold Mortgage. Tenant or LESSEE shall not allow any sublessee may, at any time and from time to time, without obtaining Landlord’s consent, hypothecate, mortgage, grant deed of trust or pledge its rightsecurity interest, title lien, encumbrance or interest hereunder other similar instrument or in its sublease transaction (as the case may be), and/or in the Generating Facility, to any “Leasehold Mortgagee as security for the repayment of any indebtedness and/or the performance of any obligation (a “Mortgage”). Tenant shall give Landlord written notice , to be filed or recorded in the Office of the nameDepartment of Lands, addresswith any County Recorder’s Office, phone number or with the Office of the Secretary of State without first obtaining XXXXXX’s prior written consent therefor, which consent may be withheld or denied in XXXXXX’s sole discretion. Any Leasehold Mortgage may only encumber LESSEE’s leasehold interest in this Lease and/or LESSEE’s interest in any Personal Property owned by LESSEE, provided such Leasehold Mortgage is properly perfected, including in the office of the Secretary of State, and email address provided the Leasehold Mortgage acknowledges XXXXXX’s priority in any proceeds of Personal Property and Personal Belongings as provided for in this Lease, including, but not limited to, Section K. Personal Property shall retain its character as personal property of XXXXXX. The Leasehold Mortgage shall terminate upon the termination of this Lease for any reason, and such Leasehold Mortgage shall not encumber or require subordination of LESSOR’s fee title to the Leased Premises. Any Leasehold Mortgage shall be limited to the amount of an appraisal of the Personal Property by the lender of the Personal Property, and subject to approval of the appraisal and amount by LESSOR. In the event LESSEE breaches its obligations under this Lease, XXXXXX agrees to provide the holder of such Leasehold Mortgage (“Lienholder”) with a copy of any Leasehold Mortgagee within fifteen days after a Mortgage is entered into Notice of Breach and/or Notice of Termination provided by TenantLESSOR to LESSEE under Section Q below, provided LESSEE has provided LESSOR with the name and address for such Lienholder prior to the date of such notice. As used herein, In the term “Leasehold Mortgagee” collectively includes any financial institution or other event Lienholder shall consist of more than one person or entity, includingLienholder shall provide notice to LESSOR identifying one such person or entity which shall receive notice from LESSOR, and which notice to said person or entity shall constitute notice upon each and every person or entity constituting Lienholder; otherwise, if Lienholder does not identify any one person or entity for avoidance the receipt of doubtnotice, then notice upon any one person or entity constituting Lienholder shall constitute notice on all persons and entities constituting Lienholder. Lienholder shall have the right to cure any default or breach specified in the Notice of Breach or Notice of Termination during the same time allowed to LESSEE or within thirty (30) days after the receipt of said notice by the Lienholder, whichever is greater. Upon the termination of this Lease for any reason, the Leasehold Mortgage shall terminate and LESSEE shall immediately acquire the written release in recordable form (and record and/or file the same in any office as may be required) to effect the release of any Leasehold Mortgage or lien of any kind affecting any interest of LESSEE in the Lease, the Leased Premises, and/or in any Personal Property and Non-Approved Personal Property thereon. Lienholder shall acknowledge this requirement in the Leasehold Mortgage, and shall, upon the execution of a Leasehold Mortgage involving LESSEE or this Lease, agree to, and shall, immediately release any Leasehold Mortgage upon the termination of this Lease. Notwithstanding the foregoing, a back-leverage lender Leasehold Mortgage may remain upon XXXXXX’s leasehold interest in the Lease or LESSEE’s Personal Property interest upon an equity (including tax equity) investorassignment approved in writing by LESSOR of all of LESSEE’s interest in the Lease and all Personal Property and Non- Approved Personal Property upon the Leased Premises provided such assignment specifically provides therefore, and provided further, that from time to time provides financing to Tenantany such assignment is approved by both Xxxxxxxxxx and LESSOR, an Affiliate of Tenant, which approval or a sublessee for some or all of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved consent may be withheld in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate with Tenant and any sublessee in TenantLESSOR’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee in the Official Records of Pueblo County, Coloradosole discretion.

Leasehold Mortgage. Provided no Event of Default (or fact or circumstance that with notice or the passage of time, or both, would become an Event of Default) shall have occurred and be continuing, Tenant or may grant a leasehold mortgage to a Qualified Leasehold Mortgagee to secure, and be given as security for, Tenant’s senior credit facility (each a “Leasehold Mortgage”) provided that each Leasehold Mortgage satisfies all of the following conditions: (a) any sublessee mayLeasehold Mortgage shall, by its express terms, (i) not encumber Landlord's interest in any of the Leased Premises or, at any time and from time to time, without obtaining Landlord’s consentrelease, hypothecateaffect or reduce any of the obligations of Tenant under this Lease or impose additional obligations on Landlord under this Lease, mortgage, grant or pledge its right, title or interest hereunder or in its sublease (as the case may be), and/or in the Generating Facility, ii) be subordinate to any Mortgage, and (iii) the Qualified Leasehold Mortgagee may only assign Tenant’s interest in this Lease upon foreclosure thereof to a Person previously approved by Landlord in writing and having not less than five (5) years’ experience as security an owner or operator of a Permitted Facility and otherwise in accordance with Section 21 of this Lease; (b) Tenant shall promptly reimburse Landlord for all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such Leasehold Mortgage or any related agreements; (c) Tenant shall deliver to Landlord a fully executed copy of the repayment Leasehold Mortgage within ten (10) days after its execution thereof and immediately notify Landlord upon the occurrence of any indebtedness and/or the performance of material default thereunder; and (d) no more than one (1) Leasehold Mortgage with respect to any obligation (a “Mortgage”). Tenant Location shall give Landlord written notice of the name, address, phone number and email address of exist at any Leasehold Mortgagee within fifteen days after a Mortgage is entered into by Tenanttime. As used herein, the term a “Qualified Leasehold Mortgagee” collectively includes any means: (x) a commercial bank or other financial institution that (1) is actively engaged in commercial real estate or corporate financing with Persons other person or entity, including, for avoidance of doubt, a back-leverage lender or an equity (including tax equity) investor, that from time to time provides financing to than Tenant, Lease Guarantor or any Affiliate, (2) has a net worth or capital surplus in excess of $1,000,000,000, and (3) is not an Affiliate of Tenant, Lease Guarantor, or a sublessee for some or all any of the Generating Facility, and any agent, security agent, collateral agent, indenture trustee, loan trustee, loan participant or participating or syndicated lenders involved in whole or in part in such financing, and their respective representatives, successors and assigns. Landlord agrees to use its commercially reasonable efforts, at no cost to Landlord, to cooperate Affiliates; or (y) an administrative agent or collateral agent with Tenant and any sublessee in Tenant’s or such sublessee’s (as applicable) efforts to obtain financing from a Leasehold Mortgagee. Tenant or any sublessee that has entered into a transfer, assignment or sublease or has granted a Mortgage shall give notice of the same (including the name and address of the assignee, sublessee or Leasehold Mortgagee, as the case may be) to Landlord; provided, however that the failure to give such notice shall not constitute a default or event of default under this Lease but rather shall only have the effect of relieving Landlord from any obligation to such assignee, sublessee or Leasehold Mortgagee until such notice is given. Landlord hereby consents to the recordation of the interest of the assignee, sublessee or Leasehold Mortgagee characteristics described in the Official Records of Pueblo Countypreceding clause (x) serving as administrative agent or collateral agent for commercial banks, Coloradofinancial institutions and funds that regularly make or purchase commercial loans.