Common use of MORTGAGE AND TRANSFER OF PARTICIPANTS’ INTERESTS Clause in Contracts

MORTGAGE AND TRANSFER OF PARTICIPANTS’ INTERESTS. 10.1 The Participants shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in the San ▇▇▇▇ Project, their respective rights, titles and interests in, to and under a Project Agreement and/or their rights, titles and interests in the water rights, lands, land rights or the improvements to be built thereon to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as security for their present or future bonds or other obligations or securities, and to any successors or assigns thereof without need for the prior consent of the other Participants, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Participants. 10.2 Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Participants and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Participants, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Participants, succeed to and acquire all the rights, titles and interests of such Participant in the San ▇▇▇▇ Project, in, to and under the Project Agreements and/or the rights, titles and interests of such Participant in the water rights, lands, land rights and improvements thereon, and may take over possession of or foreclose upon said property, rights, titles and interests of such Participant. 10.3 Except as otherwise provided in Sections 10.1, 10.2 or 10.4 or, with respect to a transfer or assignment by a Participant to another Participant as provided in Section 11, no Participant shall transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the prior written consent of the other Participants, which consent shall not be unreasonably withheld. 10.4 Each Participant shall have the right to transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the need for prior consent of the other Participants, at any time to any of the following: 10.4.1 To any corporation or other entity acquiring all or substantially all of the property of such Participant; or 10.4.2 To any corporation or entity into which or with which such Participant may be merged or consolidated; or 10.4.3 To any corporation or entity the stock or ownership of which is wholly owned by a Participant; or 10.4.4 To any corporation or other entity which owns all of the outstanding common stock or other ownership interest of a Participant (its “Parent”); or 10.4.5 To any corporation or other entity the common stock or other ownership interest of which is wholly owned by the Parent of a Participant. 10.5 Except as otherwise provided in Sections 10.1, 10.2 and 9.3, any successor to the rights, titles and interests of a Participant in the San ▇▇▇▇ Project, to the rights, titles and interests of a Participant in, to and under the Project Agreements and/or in the water rights, lands, land rights or improvements thereon shall assume and agree to fully perform and discharge all of the obligations hereunder of such Participant, and such successor shall notify the other Participants in writing of such transfer, assignment or merger, and shall furnish to the other Participants evidence of such transfer, assignment or merger. Any such successor shall specifically agree in writing with the remaining Participants at the time of such transfer, assignment or merger that it will not transfer or assign any rights, titles and interests acquired from the assigning Participant without complying with the terms and conditions of Section 11. 10.6 No Participant shall be relieved of any of its obligations and duties to the other Participants by a transfer, assignment or merger under this Section 10 without the express prior written consent of the remaining Participants, which consent shall not be unreasonably withheld. 10.7 Except as otherwise provided in Section 10.5, any transfer, assignment or merger made pursuant to the provisions of this Section 10 shall not be subject to the terms and conditions set forth and contained in Section 11.

MORTGAGE AND TRANSFER OF PARTICIPANTS’ INTERESTS. 10.1 12.1. The Participants Participants, and each of them, shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in the San ▇▇▇▇ Four Corners Project, their respective rights, titles and interests in, to and under a the Project Agreement Agreements and/or their rights, titles and interests in the water rightsGranted Lands and Leased Lands, lands, land rights or the improvements to be built thereon to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as security for their present or future bonds or other obligations or securities, and to any successors or assigns thereof thereof, without need for the prior written consent of the any other Participants, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Participants. 10.2 12.2. Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Participants and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of on the Participants, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior written consent of the other Participants, succeed to and acquire all the rights, titles and interests of such Participant in the San ▇▇▇▇ Four Corners Project, in, to and under the Project Agreements and/or the rights, titles and interests of such Participant in the water rights, lands, land rights Granted Lands and improvements thereonLeased Lands, and may take over possession of or foreclose upon said property, rights, titles and interests of such Participant. 10.3 Except as otherwise provided in Sections 10.1, 10.2 or 10.4 or, with respect to a transfer or assignment by a Participant to another Participant as provided in Section 11, no Participant shall transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the prior written consent of the other Participants, which consent shall not be unreasonably withheld. 10.4 12.3. Each Participant shall have the right to transfer or assign all or any portion of its respective rights, undivided titles and interests in the San ▇▇▇▇ Four Corners Project, in, to and under this Agreement the Project Agreements and/or in the water rights, land, land rights Granted Lands and the improvements thereonLeased Lands, without the need for prior written consent of the any other ParticipantsParticipant, at any time to any of the following: 10.4.1 12.3.1. To any corporation or other entity acquiring all or substantially all of the property of such Participant; or 10.4.2 12.3.2. To any corporation or entity into which or with which such Participant may be merged or consolidated; or 10.4.3 12.3.3. To any corporation or entity the stock or ownership of which is wholly owned by a Participant; or 10.4.4 12.3.4. To any third party transferee in connection with a financing by such Participant involving or relating to such Participant’s rights, titles and interests in the Four Corners Project, in, to and under the Project Agreements and/or in the Granted Lands and Leased Lands, without such third party transferee assuming or becoming obligated in any respect to perform any of the obligations of such Participant pursuant to this Co-Tenancy Agreement, provided that any and all such rights, titles and interests transferred to such third party transferee are immediately re-purchased by such Participant and are thereupon subject to all of the provisions of this Co-Tenancy Agreement, including, but not limited to, the “right of first refusal” provisions of Section 13 hereof; or 12.3.5. To the Salt River Valley Water Users’ Association, an Arizona corporation, in the case of a transfer by Salt River Project; or 12.3.6. To any corporation or other entity which owns all of the outstanding common stock of a Participant, or other in the case of a Participant which has no common stock, to an entity which owns all of the ownership interest of a the Participant (its the corporation or entity shall be referred to herein as the “Parent”); or 10.4.5 12.3.7. To any corporation or other entity the common stock or other ownership interest of which is wholly owned by the Parent of a such Participant. 10.5 12.4. Except as otherwise provided in Sections 10.112.1, 10.2 12.2, 12.3.4 and 9.324.4 hereof, any successor to the rights, titles and interests of a Participant in the San ▇▇▇▇ Four Corners Project, to the rights, titles and interests of a Participant in, to and under the Project Agreements and/or in the water rights, lands, land rights or improvements thereon Granted Lands and Leased Lands shall assume and agree to fully perform and discharge all of the obligations hereunder of such Participant, and such successor shall notify each of the other Participants in writing of such transfer, assignment or merger, and shall furnish to the other Participants evidence of such transfer, assignment or merger. Any such successor shall specifically agree in writing with the remaining Participants at the time of such transfer, assignment or merger that it will not transfer or assign any rights, titles and interests acquired from the assigning a Participant without complying with the terms and conditions of Section 1113 hereof. 10.6 12.5. No Participant shall be relieved of any of its obligations and duties to under the other Participants Project Agreements by a transfer, an assignment or merger under this Section 10 12 without the express prior written consent of all of the remaining Participants, which consent shall not be unreasonably withheld. 10.7 12.6. Except as otherwise provided in Section 10.512.4 hereof, any transfer, assignment or merger made pursuant to the provisions of this Section 10 12 shall not be subject to the terms and conditions set forth and contained in Section 1113 hereof. 12.7. Without implying that any provision other than Article 6 and Article 7 herein allows a Participant to own an undivided ownership interest in any component of the Four Corners Project which is not the same as the undivided ownership interest such Participant owns in every other component, each Participant shall own the same undivided percentage interest in Unit 4 as in Unit 5.

MORTGAGE AND TRANSFER OF PARTICIPANTS’ INTERESTS. 10.1 The Participants shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in the San ▇▇▇▇ Project, their respective rights, titles and interests in, to and under a Project Agreement and/or their rights, titles and interests in the water rights, lands, land rights or the improvements to be built thereon to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as security for their present or future bonds or other obligations or securities, and to any successors or assigns thereof without need for the prior consent of the other Participants, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Participants. 10.2 Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Participants and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Participants, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Participants, succeed to and acquire all the rights, titles and interests of such Participant in the San ▇▇▇▇ Project, in, to and under the Project Agreements and/or the rights, titles and interests of such Participant in the water rights, lands, land rights and improvements thereon, and may take over possession of or foreclose upon said property, rights, titles and interests of such ParticipantParty. 10.3 Except as otherwise provided in Sections 10.1, 10.2 or 10.4 or, with respect to a transfer or assignment by a Participant to another Participant as provided in Section 11, no Participant shall transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the prior written consent of the other Participants, which consent shall not be unreasonably withheld. 10.4 Each Participant shall have the right to transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the need for prior consent of the other Participants, at any time to any of the following: 10.4.1 To any corporation or other entity acquiring all or substantially all of the property of such Participant; or 10.4.2 To any corporation or entity into which or with which such Participant may be merged or consolidated; or 10.4.3 To any corporation or entity the stock or ownership of which is wholly owned by a Participant; or 10.4.4 To any corporation or other entity which owns all of the outstanding common stock or other ownership interest of a Participant (its “Parent”); or 10.4.5 To any corporation or other entity the common stock or other ownership interest of which is wholly owned by the Parent of a Participant. 10.5 Except as otherwise provided in Sections 10.1, 10.2 and 9.3, any successor to the rights, titles and interests of a Participant in the San ▇▇▇▇ Project, to the rights, titles and interests of a Participant in, to and under the Project Agreements and/or in the water rights, lands, land rights or improvements thereon shall assume and agree to fully perform and discharge all of the obligations hereunder of such Participant, and such successor shall notify the other Participants in writing of such transfer, assignment or merger, and shall furnish to the other Participants evidence of such transfer, assignment or merger. Any such successor shall specifically agree in writing with the remaining Participants at the time of such transfer, assignment or merger that it will not transfer or assign any rights, titles and interests acquired from the assigning Participant without complying with the terms and conditions of Section 11. 10.6 No Participant shall be relieved of any of its obligations and duties to the other Participants by a transfer, assignment or merger under this Section 10 without the express prior written consent of the remaining Participants, which consent shall not be unreasonably withheld. 10.7 Except as otherwise provided in Section 10.5, any transfer, assignment or merger made pursuant to the provisions of this Section 10 shall not be subject to the terms and conditions set forth and contained in Section 11.

MORTGAGE AND TRANSFER OF PARTICIPANTS’ INTERESTS. 10.1 The Participants shall have the right at any time and from time to time to mortgage, create or provide for a security interest in or convey in trust their respective rights, titles and interests in the San ▇▇▇▇ Project, their respective rights, titles and interests in, to and under a Project Agreement and/or their rights, titles and interests in the water rights, lands, land rights or the improvements to be built thereon to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as security for their present or future bonds or other obligations or securities, and to any successors or assigns thereof without need for the prior consent of the other Participants, and without such mortgagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Participants. 10.2 Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the Participants and any successor or assign thereof, and any receiver, referee, or trustee in bankruptcy or reorganization of any of the Participants, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Participants, succeed to and acquire all the rights, titles and interests of such Participant in the San ▇▇▇▇ Project, in, to and under the Project Agreements and/or the rights, titles and interests of such Participant in the water rights, lands, land rights and improvements thereon, and may take over possession of or foreclose upon said property, rights, titles and interests of such Participant. 10.3 Except as otherwise provided in Sections 10.1, 10.2 or 10.4 or, with respect to a transfer or assignment by a Participant to another Participant as provided in Section 11, no Participant shall transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the prior written consent of the other Participants, which consent shall not be unreasonably withheld. 10.4 Each Participant shall have the right to transfer or assign its respective rights, titles and interests in the San ▇▇▇▇ Project, in, to and under this Agreement and/or in the water rights, land, land rights and the improvements thereon, without the need for prior consent of the other Participants, at any time to any of the following: 10.4.1 To any corporation or other entity acquiring all or substantially all of the property of such Participant; or 10.4.2 To any corporation or entity into which or with which such Participant may be merged or consolidated; or 10.4.3 To any corporation or entity the stock or ownership of which is wholly owned by a Participant; or 10.4.4 To any corporation or other entity which owns all of the outstanding common stock or other ownership interest of a Participant (its “"Parent”"); or 10.4.5 To any corporation or other entity the common stock or other ownership interest of which is wholly owned by the Parent of a Participant. 10.5 Except as otherwise provided in Sections 10.1, 10.2 and 9.3, any successor to the rights, titles and interests of a Participant in the San ▇▇▇▇ Project, to the rights, titles and interests of a Participant in, to and under the Project Agreements and/or in the water rights, lands, land rights or improvements thereon shall assume and agree to fully perform and discharge all of the obligations hereunder of such Participant, and such successor shall notify the other Participants in writing of such transfer, assignment or merger, and shall furnish to the other Participants evidence of such transfer, assignment or merger. Any such successor shall specifically agree in writing with the remaining Participants at the time of such transfer, assignment or merger that it will not transfer or assign any rights, titles and interests acquired from the assigning Participant without complying with the terms and conditions of Section 11. 10.6 No Participant shall be relieved of any of its obligations and duties to the other Participants by a transfer, assignment or merger under this Section 10 without the express prior written consent of the remaining Participants, which consent shall not be unreasonably withheld. 10.7 Except as otherwise provided in Section 10.5, any transfer, assignment or merger made pursuant to the provisions of this Section 10 shall not be subject to the terms and conditions set forth and contained in Section 11.