Common use of Early Exercise of Renewal Option Clause in Contracts

Early Exercise of Renewal Option. (a) If Lessee expects to make Investments to the Leased Facility and one of the following conditions (each, an "Early Renewal Condition") has been satisfied, then Lessee may in accordance with this Section 14.3 exercise its option to renew this Facility Lease early: (i) If 75% - 79.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and such Investments are expected to cost $50,000,000 or more; (ii) If 80% - 84.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and such Investments are expected to cost $40,000,000 or more; (iii) If 85% - 89.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and such Investments are expected to cost $30,000,000 or more; (iv) If 90% - 94.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and such Investments are expected to cost $20,000,000 or more; or (v) If 95% or more of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and such Investments are expected to cost $10,000,000 or more. (b) If one of the Early Renewal Conditions has been satisfied, then within fifteen (15) days of such occurrence (or, if earlier, the date by which an application for a certificate of public convenience and necessity with respect to such Investments is to be filed with the PSCW), Lessee may so notify Lessor in writing (each, an "Early Renewal Notice"). Lessee shall include in the Early Renewal Notice: (i) the Early Renewal Condition that has been satisfied; (ii) a description of the Investments (the "Renewal Triggering Plant Investment") and the design and material equipment to be used in such Renewal Triggering Plant Investment; (iii) a proposed timeline for designing, engineering, procuring, permitting and constructing the Renewal Triggering Plant Investment; and (iv) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct the Renewal Triggering Plant Investment. No later than fifteen (15) days after the date of the Early Renewal Notice, Lessor shall submit to Lessee, with a copy to the PSCW, a written list of proposed Appraisers. Lessee shall select one (1) of the Appraisers from Lessor's list and give written notice thereof to Lessor and the PSCW. The PSCW shall either approve the Appraiser selected by Lessee or choose a different Appraiser from Lessor's list. The Appraiser selected in accordance with this Section 14.3 (the "Early Renewal Independent Appraiser") shall appraise the Leased Facility in accordance with this Section 14.3. The Early Renewal Independent Appraiser shall, within ninety (90) days of appointment, deliver to Lessor and Lessee a written report (the "Early Renewal Appraisal Report"), in form and substance satisfactory to Lessor, which shall certify as to the (i) Fair Market Value Purchase Price of the Leased Facility taking into account any Investments financed by Lessor and (ii) in the case of an appraisal during the First Renewal Term or the Second Renewal Term, as the case may be, the Current Economic Useful Life and the Appraised FMV of the Leased Facility at the end of the subsequent Renewal Term taking into account any Investments; provided, however, that the Appraised FMV shall be determined without taking into account inflation or deflation occurring after the Lease Effective Date (including any inflation or deflation occurring during the respective Renewal Term). (c) Lessor shall if Lessee's senior unsecured long-term debt is rated at least Investment Grade, finance all capital costs associated with the Renewal Triggering Plant Investments identified in the Early Renewal Notice; provided that if Lessor assumes such responsibility, then within ninety (90) days after the date of the Early Renewal Appraisal Report, Lessee may elect, in its sole discretion, to renew this Facility Lease early by giving written notice thereof to Lessor (the "Lessee Early Renewal Notice"). If Lessor is not obligated to assume responsibility for financing the capital costs of such Renewal Triggering Plant Investment, then Lessee may not elect to renew this Facility Lease early in accordance with this Section 14.3 and the provisions of Section 10.2(b) shall apply. (d) If Lessee delivers a Lessee Early Renewal Notice in accordance with Section 14.3(c), then: (i) Lessor and Lessee shall promptly meet to agree on (A) the final design and material equipment to be used in the respective Renewal Triggering Plant Investment, (B) the final timeline for designing, engineering, procuring, permitting and constructing the respective Renewal Triggering Plant Investment and (C) the total and monthly capital required to design, engineer, procure, permit and construct the respective Renewal Triggering Plant Investment; and (ii) at the end of the Base Term or the Renewal Term, as the case may be, this Facility Lease shall automatically be extended for a Renewal Term in accordance with Section 14.2 and Lessee shall pay to Lessor Renewal Rent on each Rent Payment Date during such Renewal Term in accordance with Section 14.2.

Early Exercise of Renewal Option. (a) If Lessee expects to make Investments to the Leased Unit 2 Facility and one of the following conditions (each, an "“Early Renewal Condition"”) has been satisfied, then Lessee may in accordance with this Section 14.3 exercise its option to renew this Facility Lease early: (i) If 75% - 79.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $50,000,000 or more; (ii) If 80% - 84.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $40,000,000 or more; (iii) If 85% - 89.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $30,000,000 or more; (iv) If 90% - 94.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $20,000,000 or more; or (v) If 95% or more of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $10,000,000 or more. (b) If one of the Early Renewal Conditions has been satisfied, then within fifteen (15) days of such occurrence (or, if earlier, the date by which an application for a certificate of public convenience and necessity with respect to such Investments is to be filed with the PSCW), Lessee may so notify Lessor in writing (each, an "“Early Renewal Notice"”). Lessee shall include in the Early Renewal Notice: (i) the Early Renewal Condition that has been satisfied; (ii) a description of the Investments (the "“Renewal Triggering Plant Investment"”) and the design and material equipment to be used in such Renewal Triggering Plant Investment; (iii) a proposed timeline for designing, engineering, procuring, permitting and constructing the Renewal Triggering Plant Investment; and (iv) Lessor’s Percentage of the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct the Renewal Triggering Plant Investment. No later than fifteen (15) days after the date of the Early Renewal Notice, Lessor shall submit to Lessee, with a copy to the PSCW, a written list of proposed Appraisers. Lessee shall select one (1) of the Appraisers from Lessor's ’s list and give written notice thereof to Lessor and the PSCW. The PSCW shall either approve the Appraiser selected by Lessee or choose a different Appraiser from Lessor's ’s list. The Appraiser selected in accordance with this Section 14.3 (the "“Early Renewal Independent Appraiser"”) shall appraise the Leased Unit 2 Facility in accordance with this Section 14.3. The Early Renewal Independent Appraiser shall, within ninety (90) days of appointment, deliver to Lessor and Lessee a written report (the "“Early Renewal Appraisal Report"”), in form and substance satisfactory to Lessor, which shall certify as to the (i) Fair Market Value Purchase Price of the Leased Unit 2 Facility taking into account any Investments financed by Lessor and (ii) in the case of an appraisal during the First Renewal Term or the Second Renewal Term, as the case may be, the Current Economic Useful Life of the Unit 2 Facility and the Appraised FMV of the Leased Unit 2 Facility at the end of the subsequent Renewal Term taking into account any Investments; provided, however, that the Appraised FMV shall be determined without taking into account inflation or deflation occurring after the Lease Effective Date (including any inflation or deflation occurring during the respective Renewal Term). (c) Lessor shall if Lessee's ’s senior unsecured long-term debt is rated at least Investment Grade, finance Lessor’s Percentage of all capital costs associated with the Renewal Triggering Plant Investments identified in the Early Renewal Notice; provided that if Lessor assumes such responsibility, then within ninety (90) days after the date of the Early Renewal Appraisal Report, Lessee may elect, in its sole discretion, to renew this Facility Lease early by giving written notice thereof to Lessor (the "“Lessee Early Renewal Notice"”). If Lessor is does not obligated to assume responsibility for financing finance Lessor’s Percentage of the capital costs of such Renewal Triggering Plant Investment, then Lessee may not elect to renew this Facility Lease early in accordance with this Section 14.3 and the provisions of Section 10.2(b) shall apply. (d) If Lessee delivers a Lessee Early Renewal Notice in accordance with Section 14.3(c), then: (i) Lessor and Lessee shall promptly meet to agree on (A) the final design and material equipment to be used in the respective Renewal Triggering Plant Investment, (B) the final timeline for designing, engineering, procuring, permitting and constructing the respective Renewal Triggering Plant Investment and (C) the total and monthly capital required to design, engineer, procure, permit and construct the respective Renewal Triggering Plant Investment; and (ii) at the end of the Base Term or the Renewal Term, as the case may be, this Facility Lease shall automatically be extended for a Renewal Term in accordance with Section 14.2 and Lessee shall pay to Lessor Renewal Rent on each Rent Payment Date during such Renewal Term in accordance with Section 14.2.

Early Exercise of Renewal Option. (a) If Lessee expects to make Investments to the Leased Unit 1 Facility and one of the following conditions (each, an "“Early Renewal Condition"”) has been satisfied, then Lessee may in accordance with this Section 14.3 exercise its option to renew this Facility Lease early: (i) If 75% - 79.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $50,000,000 or more; (ii) If 80% - 84.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $40,000,000 or more; (iii) If 85% - 89.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $30,000,000 or more; (iv) If 90% - 94.99% of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $20,000,000 or more; or (v) If 95% or more of the Base Term, the First Renewal Term or the Second Renewal Term, as the case may be, shall have expired at the expected in-service date of such Investments and Lessor’s Percentage of such Investments are is expected to cost $10,000,000 or more. (b) If one of the Early Renewal Conditions has been satisfied, then within fifteen (15) days of such occurrence (or, if earlier, the date by which an application for a certificate of public convenience and necessity with respect to such Investments is to be filed with the PSCW), Lessee may so notify Lessor in writing (each, an "“Early Renewal Notice"”). Lessee shall include in the Early Renewal Notice: (i) the Early Renewal Condition that has been satisfied; (ii) a description of the Investments (the "“Renewal Triggering Plant Investment"”) and the design and material equipment to be used in such Renewal Triggering Plant Investment; (iii) a proposed timeline for designing, engineering, procuring, permitting and constructing the Renewal Triggering Plant Investment; and (iv) Lessor’s Percentage of the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct the Renewal Triggering Plant Investment. No later than fifteen (15) days after the date of the Early Renewal Notice, Lessor shall submit to Lessee, with a copy to the PSCW, a written list of proposed Appraisers. Lessee shall select one (1) of the Appraisers from Lessor's ’s list and give written notice thereof to Lessor and the PSCW. The PSCW shall either approve the Appraiser selected by Lessee or choose a different Appraiser from Lessor's ’s list. The Appraiser selected in accordance with this Section 14.3 (the "“Early Renewal Independent Appraiser"”) shall appraise the Leased Unit 1 Facility in accordance with this Section 14.3. The Early Renewal Independent Appraiser shall, within ninety (90) days of appointment, deliver to Lessor and Lessee a written report (the "“Early Renewal Appraisal Report"”), in form and substance satisfactory to Lessor, which shall certify as to the (i) Fair Market Value Purchase Price of the Leased Unit 1 Facility taking into account any Investments financed by Lessor and (ii) in the case of an appraisal during the First Renewal Term or the Second Renewal Term, as the case may be, the Current Economic Useful Life of the Unit 1 Facility and the Appraised FMV of the Leased Unit 1 Facility at the end of the subsequent Renewal Term taking into account any Investments; provided, however, that the Appraised FMV shall be determined without taking into account inflation or deflation occurring after the Lease Effective Date (including any inflation or deflation occurring during the respective Renewal Term). (c) Lessor shall if Lessee's ’s senior unsecured long-term debt is rated at least Investment Grade, finance Lessor’s Percentage of all capital costs associated with the Renewal Triggering Plant Investments identified in the Early Renewal Notice; provided that if Lessor assumes such responsibility, then within ninety (90) days after the date of the Early Renewal Appraisal Report, Lessee may elect, in its sole discretion, to renew this Facility Lease early by giving written notice thereof to Lessor (the "“Lessee Early Renewal Notice"”). If Lessor is does not obligated to assume responsibility for financing finance Lessor’s Percentage of the capital costs of such Renewal Triggering Plant Investment, then Lessee may not elect to renew this Facility Lease early in accordance with this Section 14.3 and the provisions of Section 10.2(b) shall apply. (d) If Lessee delivers a Lessee Early Renewal Notice in accordance with Section 14.3(c), then: (i) Lessor and Lessee shall promptly meet to agree on (A) the final design and material equipment to be used in the respective Renewal Triggering Plant Investment, (B) the final timeline for designing, engineering, procuring, permitting and constructing the respective Renewal Triggering Plant Investment and (C) the total and monthly capital required to design, engineer, procure, permit and construct the respective Renewal Triggering Plant Investment; and (ii) at the end of the Base Term or the Renewal Term, as the case may be, this Facility Lease shall automatically be extended for a Renewal Term in accordance with Section 14.2 and Lessee shall pay to Lessor Renewal Rent on each Rent Payment Date during such Renewal Term in accordance with Section 14.2.