Common use of Mortgagee Protections Clause in Contracts

Mortgagee Protections. Notwithstanding any other provision of this Lease Agreement: (a) A Mortgagee shall have the absolute right to do one, some or all of the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire the Developer’s interests to the Property granted hereunder (whether by foreclosure, assignment in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior to acquisition of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults of the Developer hereunder, as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given to the Developer after the Developer’s receipt of a notice of default hereunder, plus, in each instance an additional thirty (30) day period; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure and works diligently towards completing it and (b) Mortgagee shall not be required to cure those Events of Default hereunder which are not reasonably susceptible of being cured or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitution, agrees to accept such performance, and authorizes each Mortgagee (and its respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable to perform obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender or termination of this Lease Agreement; in each such case without the prior written consent of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost to the City, to include any provision that may reasonably be requested by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunder.

Mortgagee Protections. Notwithstanding any other provision of this Lease Agreement: (a) A Mortgagee Lessee shall have the absolute right at any time and from time to time, in connection with obtaining financing for Lessee’s Solar Power Facilities or Operations on the Property, to mortgage, encumber or pledge (including by mortgage, deed of trust or personal property security instrument) to any Mortgagee, without the consent of Owner, all or any part of Lessee’s rights and/or interests under this Agreement and/or in any Solar Power Facilities. Lessee shall also have the right at any time and from time to time, in connection with the Power Purchase Agreement entered into between Lessee and PPA Buyers (as defined in Section 8.2), to grant a security interest in all or any part of Lessee’s rights and/or interests under this Agreement and/or in any Solar Power Facilities to PPA Buyers. Lessee shall promptly provide written notice to Owner of any such mortgage, encumbrance or pledge. Owner shall have the right at any time and from time to time to mortgage, encumber or pledge (including by mortgage, deed of trust or personal property security instrument) to any Mortgagee, without the consent of Lessee, all or any part of Owner’s rights and interests under this Agreement and in the Property. As used herein, the term "Mortgagee" means any financial institution or other person or entity that from time to time provides secured financing to a Party, collectively with any security or collateral agent, indenture trustee, loan trustee or participating or syndicated lender, and their respective representatives, successors and assigns. Each Party agrees, within ten (10) business days of receiving a written request from the other Party, to execute an agreement with a Mortgagee requiring it to send such Mortgagee written notice of any default by the other Party under this Agreement, giving such Mortgagee the right to do onecure such default until such Mortgagee has completed foreclosure, some or all of and preventing it from terminating this Agreement unless such default remains uncured after foreclosure has been completed and including such other reasonable terms as may be requested by the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire the Developer’s interests Mortgagee. In addition, Lessee agrees to subordinate this Agreement to the interest of any Mortgagee taking a security interest in Owner’s interest in the Property granted hereunder (whether by foreclosure, assignment in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior subject to acquisition of the Developersuch Mortgagee’s interest; (iv) operate the Renewable Generating Facility agreement not to disturb Lessee’s Operations on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults use of the Developer hereunder, Property as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or there is no Event of Default hereunderby Lessee, or cause the same and Lessee agrees to be remedied, as is given deliver to Owner an agreement setting forth such subordination in recordable form within ten (10) business days of receiving a written request from Owner therefor. Each Party hereby consents to the Developer after recordation of the Developer’s receipt interest of a notice any such Mortgagee in the official records of default hereunderthe County. Upon the termination of any mortgage, plusdeed of trust or personal property security instrument, in each instance an additional thirty (30) day period; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure and works diligently towards completing it and (b) Mortgagee shall not be required to cure those Events of Default hereunder which are not reasonably susceptible of being cured promptly record a release or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties reconveyance of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitution, agrees to accept such performance, and authorizes each Mortgagee (and its respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth aboveProperty. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable to perform obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender or termination of this Lease Agreement; in each such case without the prior written consent of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost to the City, to include any provision that may reasonably be requested by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunder.

Mortgagee Protections. Notwithstanding The parties hereto agree that this Agreement shall not prevent or limit the right of Seaview Palms at its sole discretion, to encumber the Easements or any portion thereof or any improvement built on the Easement area by any mortgage, deed of trust or other provision of this Lease Agreement: security device (acollectively “Mortgage”) A Mortgagee shall have the absolute right to do onesecuring, some or all among other things, financing of the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire the Developer’s interests to the Property granted hereunder (whether by foreclosurepurchase, assignment in lieu of foreclosure development, redevelopment or other means), provided that any existing monetary defaults are cured prior to acquisition operation of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults of the Developer hereunder, as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee Easements or any other third party who acquires the same from or on behalf portion thereof (including, without limitation, any combination of the Mortgagee purchase financing, construction financing, bridge loans, take-out and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given to the Developer after the Developer’s receipt of a notice of default hereunder, plus, in each instance an additional thirty (30) day periodpermanent financing); provided, however, that (a) the lien of any such thirty (30) day period Mortgage recorded after the date of this Agreement shall be extended for the time reasonably required by the Mortgagee subordinate to complete this Agreement. The City acknowledges that prospective lenders providing such cure so long as Mortgagee has commenced such cure financing may request certain interpretations and works diligently towards completing it and (b) Mortgagee shall not be required to cure those Events modifications of Default hereunder which are not reasonably susceptible of being cured or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitution, agrees to accept such performancethis Agreement, and authorizes each Mortgagee (agrees upon request, from time to time, to meet with Seaview Palms and its respective employees, agents, representatives of such lenders to discuss in good faith any such request for interpretation or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereundermodification. The City shall not terminate unreasonably withhold its consent to any such requested interpretation or modification that the City, acting reasonably and in good faith, determines is consistent with the intent and purposes of this Lease Agreement prior to expiration and protects the interests of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation City under this Lease Agreement prior Agreement. Any Mortgagee of the Easements shall be entitled to the time that such following rights and privileges: Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any Mortgage. If the City timely receives a request from a Mortgagee or other party obtains requesting a copy of any notice of default given to Seaview Palms under the Developer’s interests granted under terms of this Lease Agreement, so long as all Developer defaults have been cured prior the City shall provide a copy of that notice to the Mortgagee or other party obtaining within three days of sending the Developer’s interests under this Lease Agreement; and such notice of default to Seaview Palms. The Mortgagee or other party shall be liable have the right, but not the obligation, to perform obligations under this Lease Agreement only for and during cure the default within a period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior equal to the Mortgagee or other party obtaining the Developer’s interests cure period provided to Seaview Palms under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement , plus an additional 30 days, and the City shall not accept a surrender exercise any of its remedies with respect to such default until the Mortgagee's cure period has expired. AMENDED Any Mortgagee who obtains title to the Easements, or termination any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Easements, or part thereof, subject to the terms of this Lease Agreement. Upon obtaining title to the Easements (or rights under the Easement Agreement), such Mortgagee shall be entitled to all of the rights, privileges and benefits of Seaview Palms under this Agreement and shall be bound by and obligated to perform all of the obligations imposed upon Seaview Palms under this Agreement; in each provided, however, that such case without the Mortgagee shall not be liable for any prior written consent act or omission of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost Seaview Palms or obligated to the City, to include cure any provision that may reasonably be requested default by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee Seaview Palms under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunderAgreement.

Mortgagee Protections. Notwithstanding If any rights of Buyer or SJH --------------------- Partnership under the terms of this Agreement are at any time, or from time to time, subject to one or more mortgages and the mortgagor advises the other party hereto of the name and address of the mortgagee ("Mortgagee") of any such mortgage (or any assignee thereof), together with instructions for notification, then until 57 such time as the other party receives notice that such mortgage has been satisfied, the following provisions shall apply: 15.19.1 Any non-defaulting party, upon serving the mortgagor with any notice of default pursuant to this Agreement or any other provision material notice or demand under the provisions of or with respect to this Lease Agreement:Agreement or any related documents, shall also serve a copy of such notice upon any Permitted Mortgagee and no such notice or demand by such non-defaulting party under this Agreement or related documents shall be deemed to have been duly given unless and until a copy thereof has been so served upon each such Permitted Mortgagee. Copies of notices shall be served upon the Permitted Mortgagee in accordance with the notice instructions set forth herein. (a) A 15.19.2 The Permitted Mortgagee shall have the absolute right to do oneperform any term, some covenant, condition or agreement of this Agreement or the related documents on the mortgagor's part to be performed. 15.19.3 The mortgagor may delegate irrevocably to any Permitted Mortgagee the authority to exercise any or all of the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire mortgagor's rights hereunder, but no such delegation shall be binding upon the Developer’s interests other party hereto unless and until the mortgagor or such Permitted Mortgagee shall deliver to the Property granted hereunder (whether other party a true copy of a written instrument affecting such delegation. Such delegation of authority may be effected by foreclosure, assignment in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior to acquisition the terms of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to mortgage itself, in which case service upon other parties of a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults copy of the Developer hereundermortgage, as long as together with a written notice specifying the provisions therein which delegate such third authority to such Permitted Mortgagee shall be sufficient to give the other party assumes all obligations notice of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing thingssuch delegation. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given to the Developer after the Developer’s receipt of a notice of default hereunder, plus, in each instance an additional thirty (30) day period; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure and works diligently towards completing it and (b) Mortgagee shall not be required to cure those Events of Default hereunder which are not reasonably susceptible of being cured or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitution, agrees to accept such performance, and authorizes each Mortgagee (and its respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable entitled to perform rely on any written instrument affecting such delegation. No such delegation hereunder shall release the mortgagor from any of its rights or obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender or termination of this Lease Agreement; in each such case without the prior written consent of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost to the City, to include any provision that may reasonably be requested by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunder.

Mortgagee Protections. Except as expressly set forth herein, the City acknowledges and agrees that this Agreement neither prevents nor limits the Developer from encumbering all or any portion of the Development Site or improvement thereon by any mortgage or other security device securing financing with respect to the Project and the Development Site (any mortgagee of any mortgage encumbering all or any portion of the Development Site or improvement thereon is referred to herein as “Mortgagee” and, collectively, as “Mortgagees”). The City acknowledges that such Mortgagee(s) may require certain Agreement interpretations or execution of financing documents and agrees upon request, time being of the essence, to meet with Developer and representatives of such Mortgagee(s) to negotiate in good faith any such request for interpretation and execution of any documents reasonably required by such Mortgagee(s) to evidence the same. Notwithstanding anything herein to the contrary, (i) in the event of a default by Developer where a Mortgagee elects to complete construction of any other provision component of the Project on Developer’s behalf, such Mortgagee shall be obligated to abide by the terms and conditions of this Lease AgreementAgreement to insure such component(s) of the Project is/are completed as contemplated herein, and (ii) all Mortgagees shall be entitled to the following rights and privileges: (a) Except as expressly set forth herein, neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Development Site or any portion thereof or any improvement thereon made in good faith and for value; (b) A Mortgagee that has submitted a request in writing to the City in the manner specified herein for giving notices is entitled to receive written notification from the City of any default by Developer within ten days of sending notice of such default to Developer; (c) Upon a Mortgagee’s receipt of notice of Developer’s default from the City, such Mortgagee shall have the absolute right right, but not the obligation, to do onecure the default during any cure period remaining under this Agreement in lieu of Developer in the event that Developer is not diligently pursuing the same, some but in no event less than 30 days, except that as to a default requiring title or possession of all or any portion of the following: Development Site or improvement thereon to effectuate a cure, if the Mortgagee timely cures all defaults which do not require possession to effectuate a cure and commences foreclosure proceedings to acquire title to all or any portion of the Development Site or improvement thereon within 90 days after receipt from the City of the written notice of default and thereafter diligently and continuously prosecutes such foreclosure to completion, the Mortgagee shall be entitled to cure such default after obtaining title or possession provided that such Mortgagee does so promptly and diligently after obtaining title or possession; and (id) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire Any Mortgagee who comes into possession of all or any portion of the Developer’s interests Development Site or improvement thereon pursuant to foreclosure of the Property granted hereunder (whether by foreclosure, assignment mortgage or deed in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior takes possession subject to acquisition of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults of the Developer hereunder, as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition terms of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given to the Developer after the Developer’s receipt of a notice of default hereunder, plus, in each instance an additional thirty (30) day periodAgreement; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure restrictions on assignments in Section 11.1 and works diligently towards completing it and (b) Mortgagee transfers set forth in Section 11.2 shall not be required apply to cure those Events of Default hereunder which are not reasonably susceptible of being cured any Mortgagee or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties its successors and/or assigns who take possession of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitutionDevelopment Site, agrees to accept such performancewhether by foreclosure, and authorizes each Mortgagee (and its respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in deed-in-lieu of foreclosure shall not have any obligation under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable to perform obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreementotherwise. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender or termination of this Lease Agreement; in each such case without the prior written consent of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost to the City, to include any provision that may reasonably be requested by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunder.

Mortgagee Protections. Notwithstanding Once Tenant has received written notice identifying the name and address of any other provision of this Lease Agreement: (a) A Mortgagee shall have the absolute right to do oneMortgagee, some or all of the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire the Developer’s interests and immediately with respect to the Property granted hereunder Master Lessor (whether by foreclosure, assignment in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior to acquisition of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults of the Developer hereunder, as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given to the Developer after the Developer’s receipt of a notice of default hereunder, plus, in each instance an additional thirty (30) day period; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure and works diligently towards completing it and (b) Mortgagee shall not be required to cure those Events of Default hereunder which are not reasonably susceptible of being cured or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties of the Developer hereunder whose address for purposes of curing this provision is initially c/o CEO/ Real Estate, ATTN: Chief Real Estate Officer, 000 X. Xxxxx Xxx Xxxx, 3rd Floor, Santa Ana, CA 92701, Facsimile: 714/834-6166, subject to change in the event the County offices are relocated), Tenant agrees to notify such Mortgagee and Master Lessor by certified mail, return receipt requested, with postage prepaid, of any default or Event on the part of Default hereunder and the City expressly consents to such substitution, agrees to accept such performanceLandlord under this Lease, and authorizes each Mortgagee (and its respective employeesTenant further agrees that, agentsnotwithstanding any provisions of this Lease, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable to perform obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender no cancellation or termination of this Lease Agreement; in each such case without and no abatement or reduction of the prior written consent Rent payable hereunder shall be effective unless the Mortgagee and Master Lessor has received notice of each Mortgagee. (e) At the Developer’s request, same and shall have failed within the City shall amend period of time provided under this Lease Agreementafter receipt of such notice to commence to cure such default and thereafter diligently prosecute such cure to completion, at no cost and if the Mortgagee or Master Lessor needs to obtain possession of the Premises to cure such default, to allow the Mortgagee or Master Lessor to obtain possession of the Premises, provided the Mortgagee or Master Lessor commences judicial or non- judicial proceedings to obtain possession within such period and thereafter diligently prosecutes such efforts and cure to completion. It is understood that the Mortgagee and Master Lessor shall have the right, but not the obligation, to cure any default on the part of Landlord. Tenant agrees that if a Mortgagee or Master Lessor shall succeed to the Cityinterest of Landlord under this Lease, to include any provision that may reasonably be requested by an existing or proposed neither the Mortgagee, Master Lessor nor its successors or assigns shall be: liable for any prior act or omission of any prior landlord (including Landlord); subject to any claims, offsets, credits or defenses which Tenant might have against any prior landlord (including Landlord) (except that Mortgagee or Master Lessor shall not be relieved from the obligation to cure any defaults which are non-monetary, continuing in nature and shall execute such additional documents reasonably susceptible to being cured); bound by any assignment (except as may reasonably be required to evidence otherwise expressly permitted hereunder), surrender, release, waiver, amendment or modification of this Lease made without such Mortgagee’s rights hereunder, or Master Lessor’s prior written consent; or obligated to make any payment to Tenant or liable for refund of all or any part of any Security Deposit or other prepaid charge to Tenant held by any prior landlord (including a consent containing Landlord) for any purpose unless the provisions contained herein and/or listed in Exhibit B. Further, the City Mortgagee or Master Lessor shall satisfy the requirements have come into exclusive possession of Section 12.6(b) below and provide any existing such deposit or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereundercharge.

Mortgagee Protections. Notwithstanding The parties hereto agree that this Agreement shall not prevent or limit the right of Owner at its sole discretion, to encumber the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other provision security device (collectively "Mortgage") securing, among other things, financing of the purchase, development, redevelopment or operation of the Property or any portion thereof (including, without limitation, any combination of purchase financing, construction financing, bridge loans, take-out and permanent financing); provided, however, that the lien of any such Mortgage recorded after the date of this Lease Agreement shall be subordinate to this Agreement: . The City acknowledges that prospective lenders providing such financing may request certain interpretations and modifications of this Agreement, and agrees upon request, from time to time, to meet with Owner and representatives of such lenders to discuss in good faith any such request for interpretation or modification. The City shall not unreasonably withhold its consent to any such requested interpretation or modification that the City, acting reasonably and in good faith, determines is consistent with the intent and purposes of this Agreement and protects the interests of the City under this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any Mortgage. If the City timely receives a request from a Mortgagee requesting a copy of any notice of default given to Owner under the terms of this Agreement, the City shall provide a copy of that notice to the Mortgagee within three (a3) A days of sending the notice of default to Owner. The Mortgagee shall have the absolute right right, but not the obligation, to do one, some or all of cure the following: (i) assign its Mortgage; (ii) enforce its Mortgage; (iii) acquire the Developer’s interests to the Property granted hereunder (whether by foreclosure, assignment in lieu of foreclosure or other means), provided that any existing monetary defaults are cured prior to acquisition of the Developer’s interest; (iv) operate the Renewable Generating Facility on the Property and perform all the Developer’s obligations; (v) assign or transfer the Developer’s rights and obligations to default within a third party, including a foreclosure transferee upon cure of payment and curable non-payment defaults of the Developer hereunder, as long as such third party assumes all obligations of the Developer hereunder; (vi) exercise any rights of the Developer hereunder; or (vii) cause a receiver to be appointed to do any of the foregoing things. The City’s consent shall not be required for any of the foregoing; and, upon acquisition of this Lease Agreement by a Mortgagee or any other third party who acquires the same from or on behalf of the Mortgagee and upon Mortgagee’s or said third party’s remedy of any Developer default, the City shall recognize the Mortgagee or such other party (as the case may be) as the Developer’s proper successor, and this Lease Agreement shall remain in full force and effect. (b) Each Mortgagee shall have the same period of time after receipt of a notice of default to remedy a default or Event of Default hereunder, or cause the same to be remedied, as is given equal to the Developer after cure period provided to the Developer’s receipt of a notice of default hereunderOwner under this Agreement, plus, in each instance plus an additional thirty (30) day perioddays, and City shall not exercise any of its remedies with respect to such default until the Mortgagee's cure period has expired. Any Mortgagee who obtains title to the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Upon obtaining title to the Property, such Mortgagee shall be entitled to all of the rights, privileges and benefits of Owner under this Agreement and shall be bound by and obligated to perform all of the obligations imposed upon Owner under this Agreement; provided, however, that (a) such thirty (30) day period shall be extended for the time reasonably required by the Mortgagee to complete such cure so long as Mortgagee has commenced such cure and works diligently towards completing it and (b) Mortgagee shall not be required liable for any prior act or omission of Owner or obligated to cure those Events of Default hereunder which are not reasonably susceptible of being cured or performed by the Developer. Each Mortgagee shall have the absolute right to substitute itself for the Developer and perform the duties of the Developer hereunder for purposes of curing any default or Event of Default hereunder and the City expressly consents to such substitution, agrees to accept such performance, and authorizes each Mortgagee (and its respective employees, agents, representatives or contractors) to enter upon the Property to complete such performance with all of the rights and privileges of the Developer hereunder. The City shall not terminate this Lease Agreement prior to expiration of the cure periods available to each Mortgagee as set forth above. (c) A Mortgagee or any party who acquires the Developer’s interests hereunder pursuant to foreclosure or an assignment in lieu of foreclosure shall not have any obligation by Owner under this Lease Agreement prior to the time that such Mortgagee or other party obtains the Developer’s interests granted under this Lease Agreement, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement; and such Mortgagee or other party shall be liable to perform obligations under this Lease Agreement only for and during the period of time that such Mortgagee or other party directly holds such interests, so long as all Developer defaults have been cured prior to the Mortgagee or other party obtaining the Developer’s interests under this Lease Agreement. (d) The City shall not agree to any material modification or amendment to this Lease Agreement and the City shall not accept a surrender or termination of this Lease Agreement; in each such case without the prior written consent of each Mortgagee. (e) At the Developer’s request, the City shall amend this Lease Agreement, at no cost to the City, to include any provision that may reasonably be requested by an existing or proposed Mortgagee, and shall execute such additional documents as may reasonably be required to evidence such Mortgagee’s rights hereunder, including a consent containing the provisions contained herein and/or listed in Exhibit B. Further, the City shall satisfy the requirements of Section 12.6(b) below and provide any existing or proposed Mortgagee with an estoppel certificate which shall certify that the City (i) recognizes such entity as a Mortgagee under this Lease Agreement and (ii) will accord to such entity all the rights and privileges of a Mortgagee hereunder.