Right to Encumber Clause Samples

Right to Encumber. Town agrees and acknowledges that this Agreement shall not prevent or limit the owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at such owner’s sole discretion, from encumbering the Property, the improvements thereon, or any portion thereof with any mortgage, deed of trust, sale and leaseback arrangement or other security device.

Right to Encumber. Any provision herein contained to the contrary notwithstanding, Tenant shall have the right without the consent of Landlord to encumber by way of a deed of trust all or any portion of Tenant’s right, title and interest in, to and under this Lease. Any such deed of trust may contain, except where particular terms, conditions or maturity are required by this Lease, such terms, conditions and maturity as Tenant may determine. Provided that all requirements of this Lease are at all times complied with, Tenant may enter into any and all such extensions, modifications or amendments of any such deed of trust as it may desire. Tenant shall, upon execution of any such deed of trust, promptly deliver a true copy of the deed of trust to Landlord. The aggregate amount secured by all such deeds of trust shall not exceed eighty-five percent (85%) of the fair market value of Tenant’s leasehold interest under this Lease and all buildings and other improvements constructed on the Premises or to be constructed oh the Premises during the Term. The Beneficiary and its respective assigns may enforce such deed of trust and may acquire title to the leasehold estate of Tenant in any lawful way and, pending foreclosure of such deed of trust (or bona fide sale or assignment in lieu of foreclosure) may take possession of and sublease the Premises, or cause any person having the relationship of an independent contractor to the Beneficiary to take possession of and sublease the Premises. Upon foreclosure thereof (or any bona fide sale or assignment in lieu of foreclosure) the Beneficiary may without further consent of Landlord sell and assign this Lease, by assignment in which the assignee shall expressly assume and agree to observe and perform all the covenants of Tenant hereunder for so long as it shall retain title to Tenant’s interest hereunder. Any assignee who has acquired title to this Lease by way of foreclosure or deed in lieu thereof may only assign its rights under the Lease, other than by way of deed of trust, in compliance with Section XIII.F hereto.

Right to Encumber. Notwithstanding the provisions of Article 12 regarding Transfers of this Covenant, but subject to the provisions of this Article 14, PWRF shall have the right at any time and from time to time to encumber the Land and Improvements by a mortgage, deed of trust or other security instrument (any such mortgage, deed of trust, or other security instrument that satisfies the requirements of this Article 14 being herein referred to as a “Mortgage”) to secure repayment of a loan (and associated obligations) made to PWRF for the purpose of financing the construction of any Improvements or for the long-term financing of any such Improvements.

Right to Encumber. Each of Zond and the Series B Partnership may, ----------------- at any time and from time to time during the term of this Series B Co-Ownership Agreement, encumber, mortgage or hypothecate to any person or entity (herein, the "Mortgagee") by deed of trust or mortgage or other security instrument, (the "Mortgage") all or part of such party's interest under this Series B Co-Ownership Agreement without the consent of the other, non-encumbering co-owner. Any Mortgagee under a lien permitted hereunder shall agree not to disturb the interest of the other co-owner and its Mortgagee.

Right to Encumber. Owner and Manager hereby agree that this Agreement and all amendments thereto shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or terms of any mortgage and to the promissory note (or other evidence of repayment obligation) and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secm-e said indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments; provided, however, that payments made to Manager in accordance with the terms of this Agreement shall be deemed earned by Manager and not subject to disgorgement. The provisions of this paragraph shall be self-operative and no further instrument of subordination shall be required; provided, however, Manager shall, within ten (10) business days after Manager's receipt of written notice from Owner or any Mortgagee and/or any lender under any financing instrument, execute, acknowledge and deliver any and all estoppel certificates, cash management agreements and subordination agreements and any other documents by Owner and/or the mortgagee and/or any lender under any financing instrument which are reasonably acceptable to Manager that subordinates or evidences the subordination of this Agreement and Manager's rights hereunder to any such Mortgage and/or financing instrument (which agreements may specifically permit a Mortgagee to tenninate this Agreement upon a default or foreclosure but shall not require Manager either during or after a default or foreclosm-e to manage the Project without receiving the Monthly Management Fee and Reimbursable Expenses as and when due hereunder).

Right to Encumber. Landlord hereby grants to Tenant the right to mortgage, grant a security interest in, and otherwise encumber, Tenant’s interest under this Lease, and Tenant’s right, title and interest in and to the improvements constructed by Tenant on the Premises (hereinafter a “Leasehold Mortgage”) without obtaining Landlord’s consent.

Right to Encumber. Lessee may, at any time and from time to time, mortgage, pledge, hypothecate, or alienate to any entity (herein, a “Lender”) all or any part of Lessee’s interest in, to, and under this Lease, the Wind Energy Conversion systems, the Property, and/or the easements and rights created in this Lease, without consent of Owner. A Lender or its assigns may enforce such lien and acquire title to the leasehold estate in any lawful way, and upon lawful foreclosure of such lien, after giving effect to the cure periods set forth herein, the Lender may take possession of and operate the Wind Energy Conversion Systems and the Property, performing all obligations performable by the Lessee. Upon foreclosure of such lien by power of sale, judicial foreclosure, or acquisition of the leasehold estate by deed in lieu of foreclosure, the Lender may, upon notice to Owner, sell and assign the leasehold estate. The Lender and/or person or entity acquiring the leasehold estate shall be liable to perform the obligations imposed on Lessee by this Lease only to the extent arising during the period during which such person or entity has ownership of the leasehold estate, or possession of the Wind Energy Conversion Systems, or the Property.

Right to Encumber. County agrees and acknowledges that this Agreement shall not prevent or limit the owner of any interest in the Property, or any portion thereof, at any time or from time to time in any manner, at such owner’s sole discretion, from encumbering the Property, the improvements thereon, or any portion thereof with any mortgage, deed of trust, sale and leaseback arrangement or other security device. County acknowledges that any Lender may require certain interpretations of the agreement and County agrees, upon request, to meet with the owner(s) of the property and representatives of any Lender to negotiate in good faith any such request for interpretation. County further agrees that it will not unreasonably withhold its consent to any interpretation to the extent such interpretation is consistent with the intent and purpose of this Agreement.

Right to Encumber. (a) Each of the Concessionaire and the Operating Company may mortgage, charge or otherwise encumber (collectively, “Mortgage”) all or any portion of its interest under this Agreement and under any Exploration License or Mining License issued under this Agreement to finance a portion of the cost of constructing and acquiring any Non-Country Mine, Country Mine, Additional Concession Area Mine, Contiguous Area Mine, Mining Plant, Infrastructure and other property contemplated by the Modified Bid Materials or any Approved Feasibility Study upon receipt of prior written consent thereto from the Government. Other than in the case of Permitted Liens, (a) the Mortgage must extend to all rights of the Concessionaire, or the Operating Company, as applicable, under such Exploration or Mining Licenses and to substantially all of such Non-Country Mine, Country Mine, Additional Concession Area Mine, Contiguous Area Mine, Mining Plant, Infrastructure, and other property (including intellectual property) necessary for Operations (“Pledged Assets”), and (b) the holder of such Mortgage must agree in writing with the Government to the terms of this Section 22.5 and to any transfer restrictions set forth in such Exploration and Mining Licenses. Subject to its confidentiality rights under this Agreement, the Government will provide the Concessionaire, the Operating Company and any lender with such documents as any of them shall reasonably request in connection with any transaction with respect to such Mortgage. (b) Any foreclosure or other exercise of remedies under such Mortgage must result in a transfer of the rights of the Concessionaire, or the Operating Company, as applicable, under this Agreement and the Pledged Assets to a single Person who satisfies all the requirements for an assignee set forth in the proviso contained in Section 22.4.