Common use of LEASE RENEWAL Clause in Contracts

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee electsSubject to the notice requirements set forth in Section 13(a), at the end of the Basic Lease Term, provided that no Default or Event of Default shall have occurred and be continuing, no Event of Loss or Deemed Loss Event shall have occurred in respect of which the Lessor has demanded payment under Section 9(c) or 9(d), as the case may be, or is deemed in response to electwhich a Special Transfer has been effected, and all Notes shall have been paid in full, the Subsequent Renewal Option Lessee shall have the option to renew the term of this Facility Lease for a Lease, then such Lease single period of a number of years (with respect to all, but not less than all, two) selected by the Lessee (such renewal period or such shorter period as shall extend to the expiration of the Equipment under such Lease) shall be extended for such term Facility Lease being herein referred to as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a the “Subsequent Fixed Rate Renewal Term”); provided, commencing on however, that the day following Lessee, at the last day time of the Initial exercise of its renewal option as provided in this subsection (a), shall have furnished an appraisal of an independant appraiser as to the useful life of Unit 1, which appraiser and appraisal shall be reasonably satisfactory to the Lessor, and which appraisal shall indicate that at the end of the proposed Fixed Rate Renewal Term the residual value of the Undivided Interest will be equal to at least 20% of Facility Cost for the Undivided Interest (without taking into account inflation or deflation that has occurred or will have occurred from the prior Subsequent Closing Date to the end of the proposed Fixed Rate Renewal Term), as applicable. Rent payable during any Subsequent and that the proposed Fixed Rate Renewal Term shall be does not extend the Fair Market Rental Value for Lease Term beyond 80% of the Equipment economic useful life of Unit 1 as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of established by such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lesseeappraisal. (b) The Fair Market Rental Value (as defined below) Subject to the notice requirements set forth in Section 13(a), at the end of the EquipmentBasic Lease Term or any Renewal Term, provided that no Default or Event of Default shall have occurred and be continuing, no Event of Loss or Deemed Loss Event shall have occurred in respect of which the Lessor has demanded payment under Section 9(c) or 9(d), as the case may be, or in response to which a Special Transfer has been effected, and all the Notes have been paid in full, the Lessee shall have the option to renew the term of this Facility Lease for one or more periods of three years or such shorter period as shall extend to the expiration of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty License (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election each such renewal period being herein referred to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by as a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee”).

LEASE RENEWAL. (a) If Provided that no Event of Default has occurred and is continuing as at the date of such request, if the Lessee electsshall, or is deemed not earlier than 450 days and not later than one year prior to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or Term, request in writing that the prior Subsequent Lessor obtain bank borrowings on terms acceptable to it and the Lessee in order to finance the Lessor's ownership of the Property and Equipment during the Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term the Lessor shall be the Fair Market Rental Value make reasonable efforts to arrange for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty bank commitments to any Project Document (including the Power Purchase Agreement) renewing the terms of provide such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lesseefinancing. (b) The Fair Market Rental Value (as defined below) Lessor will advise the Lessee and PCS Nitrogen Fertilizer Operations, Inc. in writing not later than 300 days prior to the last day of the EquipmentInitial Term as to whether it has been able to obtain bank commitments on terms and conditions acceptable to it to finance the Property and Equipment for the period of Renewal Term. In such notice, as the Lessor shall identify such terms and conditions. In order to renew the lease of the commencement Property and Equipment for the Renewal Term, the Lessee must notify the Lessor in writing within thirty (30) days of its receipt of the Subsequent foregoing notice of the Lessor, indicating (i) whether the terms and conditions of such financing are acceptable to it and (ii) whether, if PCS Nitrogen Fertilizer Operations, Inc. does not exercise its Purchase Option or, having exercised such option, PCS Nitrogen Fertilizer Operations, Inc. fails to effect the purchase contemplated thereby, the Lessee agrees to lease the Property and Equipment for the Renewal Term Term. The notice of any Lease, the Lessee contemplated by the preceding sentence shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determinationirrevocable. (c) The amounts that are payable during any Subsequent lease of the Property and Equipment shall not be renewed for the Renewal Term as Termination Value if (i) the Lessor shall be determined not obtain bank commitments to finance the Property and Equipment on terms and conditions acceptable to it and the basis Lessee, (ii) the Lessee shall not give the notice of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be renewal set forth in a schedule paragraph (b) above, (iii) PCS Nitrogen Fertilizer Operations, Inc. shall purchase the Property and Equipment pursuant to be mutually agreed by the exercise of the Purchase Option or (iv) the Lessor and the Lessee shall not have agreed on the Lease Termination Amount for the Renewal Term. (d) The Lessor shall schedule the closing of the financing contemplated by the bank commitments on or before the date which is six (6) months prior to the commencement end of the Initial Term. The Lessor shall notify the Lessee in writing promptly of the closing of such Subsequent financing or that such financing shall have failed to close on such scheduled date. Upon the date of such closing the Property and Equipment shall, subject to the terms and conditions of this Lease, be leased hereunder for the Renewal Term. If Lessor the closing shall not occur on or before the date which is six (6) months prior to the last day of the Initial Term, then the lease of the Property and Lessee cannot agree Equipment shall terminate on the fair market sales value, such amount shall be determined by last day of the Appraisal Procedure, Initial Term and the fees and expenses Lessee shall comply with its obligations with respect to such termination as set forth in paragraph (b) of the appraiser shall be borne by LesseeSection 13 hereof.

LEASE RENEWAL. Provided Tenant is not in default of any term or condition of the Lease and that an event has not occurred which, with the giving of notice or passage of time, would constitute a default, Tenant shall be entitled to renew this lease ("Option to Renew") for one (1) successive additional term of five (5) years ("Option Term") on the following terms and conditions: (a) If Lessee elects, Tenant shall notify Landlord in writing of Tenant's election to exercise the Option to Renew on or is deemed before one hundred eighty (180) days prior to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, expiration of the Equipment under such Lease) Lease Term. Tenant shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect execute an Amendment to the relevant Equipment, upon the CAAA Lease evidencing such renewal within fifteen (as defined in the Master Purchase Agreement15) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lesseedays of delivery thereof to Tenant by Landlord. (b) The Fair Market Rental Value (as defined below) Tenant's leasing of the Equipment, as of Premises during the commencement of the Subsequent Renewal Option Term of any Lease, shall be determined by agreement of Lessor upon the same terms and Lessee within sixty (60) days after receipt by Lessor of conditions as set forth in the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes exception of such LeaseBase Rent, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during except for any Subsequent Renewal Term shall be equal provision hereof granting Tenant an option to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determinedrenew, at which time the prior Rent payments shall be adjusted to take into account such determinationtenant finish allowance or other concession. (c) The amounts that are Net Rent during the Option Term shall be at the then market rate for the Building. In no event shall the Net Rent be less than the Net Rent payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis last year of the fair market sales value Lease, nor shall the Net Rent exceed $7.00 per square foot. Within fifteen (15) days after receipt by Landlord of Tenant's notice of exercise of the Equipment as applicable Option to Renew, Landlord shall notify Tenant, in writing, of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule applicable Net Rent rate to be mutually agreed by Lessor and Lessee prior to the commencement of in effect during such Subsequent Renewal Option Term. If Lessor and Lessee cannot agree on Tenant shall have fifteen (15) days thereafter within which to notify Landlord, in writing, of Tenant's exercise of the fair market sales value, such amount shall be determined by Option to Renew at the Appraisal Procedurestated rental, and the fees and expenses Tenant shall execute an Amendment of the appraiser shall be borne by LesseeLease evidencing such renewal within fifteen (15) days after delivery thereof to Tenant from Landlord.

LEASE RENEWAL. (a) If Lessee elects, or is deemed Option Subject to elect23.3 and 6.5, the Subsequent Tenant shall have an option (the "Option") to renew this Lease for the further period referred to in 15.5 of the Schedule from the termination of the Initial Period (the "Renewal Period") on the same terms and conditions as contained in this Lease, save that ‑ there shall be no further Option to renew this Lease; the monthly rent and parking rental (collectively, the "Rent") and rate of escalation payable in respect of the Renewal Period shall be a market Rent and a market escalation rate prevailing at the time a determination is made in terms of 23.2; and notwithstanding anything to the contrary herein contained, the monthly Rent payable in the first year of the Renewal Period shall not be less than 110% (one hundred and ten per cent) of the monthly Rent payable by the Tenant in the last month of the last year of the Initial Period of this Lease. The Tenant shall exercise the Option by giving written notice to the Landlord not less than 6 (six) months and not more than 12 (twelve) months, prior to the termination of the Initial Period of this Lease, failing which, the Option shall lapse. Market Rent and Escalation Rate Determination By not later than 30 (thirty) days after the date on which the Tenant exercised the Option in terms of 23.1.2, the Tenant shall be entitled to request a market Rent and market escalation rate determination for the Renewal Period. The Landlord and the Tenant shall, within 15 (fifteen) days of the Tenant having requested a Leaserent and escalation rate determination, use their best endeavours to agree on the prevailing market Rent and the prevailing market escalation rate applicable at that time. Should the Landlord and Tenant fail to agree on the prevailing market Rent and/or the prevailing market escalation rate within the 15 (fifteen) day period contemplated in 23.2.2, then such determination shall be made by an independent expert appointed by the Chief Executive Officer for the time being of the South African Property Owners' Association (or its successor-in-title) (the "Expert"), acting as an expert, whose decision shall be final and binding on the Parties. The Landlord and the Tenant shall use their best endeavours to procure that the Expert furnishes his determination within 15 (fifteen) days of the request for such determination. The Expert shall, in determining the prevailing market Rent and the prevailing market escalation rate, have regard to the prevailing market Rents and prevailing market escalation rates payable in respect of similar premises and taking into account the terms and period of this Lease. Lapsing on Breach Should the Tenant commit a breach of this Lease at any time during the last year of this Lease immediately preceding the Termination Date (even if such breach is remedied by the Tenant), then the Option shall automatically lapse and be of no further force and effect. Temporary Lease after Expiration Date where Tenant remains in occupation In the event of any occupation of the Premises by the Tenant after the Termination Date, without the Parties having properly renewed the terms of this Lease and without a formal agreement (signed by both the Tenant and the Landlord) having been concluded for any reason whatsoever and irrespective of any oral discussions, representations, negotiations and correspondence that may have been exchanged between the Parties - the Tenant shall be deemed to lease the Premises on a temporary basis, subject to all the terms and conditions contained in this Lease, provided that either Party will be entitled to terminate such lease by giving 1 (one) month’s written notice of termination to the other Party; and the Tenant further agrees that, in such circumstances, the rent and other charges payable in respect of the first month after the Termination Date, shall not be less than the rent and other charges payable by the Tenant during the month immediately preceding the Termination Date, escalated by 10% (ten per cent) in respect of the rent, assessment rates, service charges and other costs, with respect the exception of such service charges that are based on the Tenant’s use as contemplated in 24.3. The Tenant shall exercise the Option by giving written notice to all, but the Landlord not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve 6 (12six) months and not more than 12 (each such termtwelve) months, a “Subsequent Renewal Term”), commencing on prior to the day following the last day termination of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement Period of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any this Lease, failing which, the Option shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determinationlapse. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Provided that no Event of Default has occurred and is continuing as at the date of such request, if the Lessee electsshall, or is deemed not earlier than 450 days and not later than one year prior to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or Term, request in writing that the prior Subsequent Lessor obtain bank borrowings on terms acceptable to it and the Lessee in order to finance the Lessor's ownership of the Property and Equipment during the Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term the Lessor shall be the Fair Market Rental Value make reasonable efforts to arrange for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty bank commitments to any Project Document (including the Power Purchase Agreement) renewing the terms of provide such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lesseefinancing. (b) The Fair Market Rental Value (as defined below) Lessor will advise the Lessee and Arcadian Corporation in writing not later than 300 days prior to the last day of the EquipmentInitial Term as to whether it has been able to obtain bank commitments on terms and conditions acceptable to it to finance the Property and Equipment for the period of Renewal Term. In such notice, as the Lessor shall identify such terms and conditions. In order to renew the lease of the commencement Property and Equipment for the Renewal Term, the Lessee must notify the Lessor in writing within thirty (30) days of its receipt of the Subsequent foregoing notice of the Lessor, indicating (i) whether the terms and conditions of such financing are acceptable to it and (ii) whether, if Arcadian Corporation does not exercise its Purchase Option or, having exercised such option, Arcadian Corporation fails to effect the purchase contemplated thereby, the Lessee agrees to lease the Property and Equipment for the Renewal Term Term. The notice of any Lease, the Lessee contemplated by the preceding sentence shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determinationirrevocable. (c) The amounts that are payable during any Subsequent lease of the Property and Equipment shall not be renewed for the Renewal Term as Termination Value if (i) the Lessor shall be determined not obtain bank commitments to finance the Property and Equipment on terms and conditions acceptable to it and the basis Lessee, (ii) the Lessee shall not give the notice of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be renewal set forth in a schedule paragraph (b) above, (iii) Arcadian Corporation shall purchase the Property and Equipment pursuant to be mutually agreed by the exercise of the Purchase Option or (iv) the Lessor and the Lessee shall not have agreed on the Lease Termination Amount for the Renewal Term. (d) The Lessor shall schedule the closing of the financing contemplated by the bank commitments on or before the date which is six (6) months prior to the commencement end of the Initial Term. The Lessor shall notify the Lessee in writing promptly of the closing of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.financing or

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a this Lease, then such this Lease (with respect to all, but not less than all, of the Equipment under such this Lease) shall be extended for a sixty (60) month term or such other term or terms as Lessor and Lessee mutually agree, but not less than twelve (12) months may agree upon (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable; provided that the aggregate Renewal Terms may not exceed the remaining term of the Power Purchase Agreement and the sum of the Renewal Terms and the Initial Term may not exceed eighty percent (80%) of the Equipment’s remaining economic useful life as determined by the Appraisal (as defined in Section 18(a)) without the prior written consent of Lessor. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent any Renewal Term of any LeaseTerm, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such this Lease or its deemed election to renew this Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualifiedqualified appraiser appointed by Lessor and Lessee or, independent appraiser that is if they cannot agree on an appraiser, then by a member panel of the American Society of Appraisers three (3) appraisers with one each chosen by Lessor and that is selected by Lessee and approved the third appraiser appointed by Lessor, such approval not to be unreasonably withheld or delayed the first two appraisers (the “Appraisal Procedure”), with the fair market rental value as determined by such the third appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such this Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent the Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent the Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Stipulated Loss Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser or panel of appraisers shall be borne shared equally by Lessor and Lessee.

LEASE RENEWAL. (aA) If Lessee electsProvided no Event of Default has occurred and is continuing under this Lease at the time same is exercised, or is deemed Tenant shall have a single option to electrenew the initial Lease term demised hereunder (hereinafter in this Section 31.16, the Subsequent Renewal Option "Original Term") for a Lease, then such Lease one additional term of five (with respect to all, but not less than all, of 5) years (the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent "Renewal Term”"). Such Renewal Term, commencing if exercised, would start on the next day following the last day of the Initial Original Term, and end on the date which is the fifth (5th) anniversary of the last day of such Original Term. Such extension would be on the same terms and conditions as are set forth in (and are last applicable under) this Lease, except that, during such Renewal Term: (i) Tenant's annual rate of Fixed Rent shall be as provided in Section 31.16(B) immediately following; (ii) there shall be no fit-up or construction or other work or allowance or concessions relating to preparing the Premises for Tenant's occupancy; (iii) there shall be no termination option or right of first offer or contraction option applicable as provided in Sections 31.18, 31.19 and 31.25, respectively; and (iv) there shall be no further option to renew. The exercise of such option to renew the Lease must be accomplished as follows: not later than the date which is twelve (12) months prior to the last day of the Original Term or (time being of the prior Subsequent essence), Tenant, if it wishes to exercise such option, must notify Landlord in writing that Tenant elects to renew for such 5-year Renewal Term, or be deemed to have waived Tenant's option to renew. Notwithstanding anything to the contrary contained in this Lease: (a) Tenant's option to renew shall apply only with respect to the entire Premises as applicablethen constituted, and not to a portion or portions of the Premises as then constituted; (b) if Tenant fails to properly and timely exercise its option to renew hereunder, said option shall be null and void; (c) Tenant's option to renew shall be limited to Initial Tenant only, and shall not be transferred or assigned to any other party; and (d) Tenant must be in occupancy of the entire Premises, as then constituted under this Lease, at the time of the exercise of such option. (B) The annual Fixed Rent for the Renewal Term provided above shall be the greater of $808,248.00 or ninety-five percent (95%) of the annual "Fair Rental Value of the Premises" determined as follows: Upon Landlord's receipt of Tenant's timely notice of Tenant's election to renew and commencing on the start of the calendar month which is eleven (1 I ) months before the end of the Original Term, Landlord and Tenant shall have a period of fifteen (15) days within which to enter a written agreement fixing the Fixed Rent for the Renewal Term at the greater of $808,248.00, or ninety-five percent (95%) of the Fair Rental Value of the Premises as of the Expiration Date, which Fair Rental Value shall be based on the annual fair rental value for comparable, first-class commercial office space (including any available in the Building) on comparable terms and conditions in the Connecticut towns of Shelton, Trumbull, Stratford and Milford, as of such applicable date. If the parties agree in writing to the Fixed Rent payable during any Subsequent for the Premises for the first year of the Renewal Term within such fifteen (15) day period, then the Fixed Rent for the first year of the Renewal Term shall be governed by such agreement. If the parties are unable to so agree on the Fixed Rent for the Renewal Term, then such figure shall be determined as follows: Each party shall, within ten (10) days after the expiration of such fifteen (15) day period, appoint a reputable, independent, commercial MAI appraiser, commercial real estate broker or commercial real estate consultant, which, as to any such selected party, has had not less than ten (10) years' experience appraising and/or leasing comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford (an "advisor"). On the failure of either party to appoint such advisor within ten (10) days after notification of the appointment by the other party, the person appointed as an advisor shall appoint an advisor to represent the party who has not so appointed an advisor. The two (2) advisors appointed in either manner above provided shall then proceed to act to determine such figure equaling ninety-five percent (95%) of such Fair Market Rental Value of the Premises as of the such applicable date, in accordance with the above definition. In the event of their inability to reach an agreement between them within ten (10) days, they shall, within ten (10) days, appoint a third similarly qualified advisor who has had not less than ten (10) years' experience appraising comparable, first-class commercial properties in the Connecticut towns of Shelton, Trumbull, Stratford and Milford. If the three (3) advisors are then unable to reach an agreement within ten (10) days thereafter, the decision of a majority of them shall determine such figure equaling ninety-five percent (95%) of such Fair Rental Value of the Premises, in accordance with the above definition (which majority decision shall be made by the third advisor picking one of the two such submitted figures by the other advisor(s)). The final decision of the advisors shall be delivered to the parties in writing not later than nine (9) months before the expiration of the Original Term (the "Decision Date"), time being of the essence. Landlord and Tenant agree to each pay one-half (1/2) of the expenses and reasonable fees of the advisors and to be bound by their final decision. Notwithstanding anything to the contrary contained herein, in no event shall the rate of annual Fixed Rent for the Equipment as determined below. The Renewal Term, however determined, be less than $808,248.00. (C) If for any reason by the commencement of any the Renewal Term, the Fixed Rent for the first year of such period shall not have been finally determined, Tenant shall, until such determination, continue to pay the Fixed Rent at the then annual rate of $808,248.00. Upon such final determination, Tenant shall thereafter pay such Fixed Rent for a rate which is based upon the Fixed Rent for the Renewal Term is conditioned upon as so determined and shall pay Landlord the counterparty to any Project Document (including balance, if any, which shall be owning for the Power Purchase Agreement) renewing period preceding such determination. Whenever the terms Fixed Rent for the first year of such Project Document the Renewal Term shall have been determined, the parties hereto, on request of either of them, shall enter into a stipulation with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) amount of the Equipment, as Fixed Rent for the first year of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such a term as Lessor and Lessee mutually agree, but of not less than twelve (12) months and not more than the lesser of (i) the renewal term of the applicable Walmart PPA and (ii) seventy-two (72) months, or such other term or terms as Lessor may approve in its sole discretion (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) Walmart renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force applicable Walmart PPA and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent any Renewal Term of any LeaseTerm, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such the Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualifiedqualified appraiser appointed by Lessor and Lessee or, independent appraiser that is if they cannot agree on an appraiser, then by a member panel of the American Society of Appraisers three (3) appraisers with one each chosen by Lessor and that is selected by Lessee and approved the third appraiser appointed by Lessor, such approval not to be unreasonably withheld or delayed the first two appraisers (the “Appraisal Procedure”), with the fair market rental value as determined by such the third appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such the Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent the Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent the Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser or panel of appraisers shall be borne shared equally by Lessor and Lessee.

LEASE RENEWAL. This lease may (amay not) If Lessee electsbe renewed, upon expiration, provided notice be given in writing to the Landlord at least 60 days before this lease would expire, and acceptance is received therefrom. The length of possible renewal and amount of rent will be decided at the appropriate time. PAYMENT The Tenant shall pay the Landlord for the Premises leased at the following rate and terms: Amount: Frequency of Payment: One Month’s Security Deposit: Mode of payment: US Dollar check (or wire transfer, in which case the details of the Landlord’s bank should be included) The Landlord agrees to make a pro-rata refund of any rent payments (of more than two months) made for period beyond the date the Tenant surrenders the premises in pursuance of the Tenant’s termination rights as contained in this lease. Pursuant to the provisions of article 12 of the present lease agreement, the Landlord further agrees to make full refund of any advance rent payments covering a period in excess of 60 days following the receipt of formal notification of termination for reasons of “force majeure” or pursuant to a decision by USAID to suspend or terminate the Tenant’s U.S. Government-funded project. WARRANTIES The Landlord warranties that he/she is sole and lawful owner of the Premises or that he/she is duly authorized and able to enter into this Lease and perform its obligations. The Landlord also warrants that the tenant shall and pay peaceably enjoy possession of the Premises for the lease term without any interruption or disturbance from the Landlord. The Landlord further warrants that he/she will hold the Tenant free and harmless from any and all demands, claims, actions, or is deemed proceedings by others in regards to elect, the Subsequent Renewal Option for a Lease, then such Lease leased Premises. (with respect to all, but not less than all, Could be added: The Landlord will provide as proof of ownership one of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agreefollowing documents: legal ownership document, but not less than twelve (12) months (each such termelectricity receipt, a “Subsequent Renewal Term”gas receipt), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such a term as Lessor and Lessee mutually agree, but of not less than twelve (12) months and not more than the lesser of (i) the renewal term of the applicable Project Document and (ii) seventy-two (72) months, or such other term or terms as Lessor may approve in its sole discretion (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent any Renewal Term of any LeaseTerm, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such the Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualifiedqualified appraiser appointed by Lessor and Lessee or, independent appraiser that is if they cannot agree on an appraiser, then by a member panel of the American Society of Appraisers three (3) appraisers with one each chosen by Lessor and that is selected by Lessee and approved the third appraiser appointed by Lessor, such approval not to be unreasonably withheld or delayed the first two appraisers (the “Appraisal Procedure”), with the fair market rental value as determined by such the third appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such the Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent the Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent the Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement [***] TEXT OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION CONFIDENTIAL TREATMENT REQUESTED of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser or panel of appraisers shall be borne shared equally by Lessor and Lessee.

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, At the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, end of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Basic Term or the prior Subsequent then applicable Renewal Term, as applicable. the case may be, PROVIDED that no Default or Event of Default shall have occurred and be continuing hereunder and the Notes shall have been paid in full, the Lessee shall have the right to exercise one of the following two options to renew the term of this Lease for the Renewal Term or Renewal Terms described below: (1) At the end of the Basic Term, the Fixed Rent Renewal Term, if any, elected by the Lessee under clause (2) below, or any expiring Fair Market Renewal Term theretofore elected by the Lessee under this clause (1), upon notice given as provided in Section 13(b), the Lessee may renew the term of this Lease during the remaining term of the Support Agreements for one or more periods of not less than three years, nor more than five years (each such period so determined being herein referred to as a FAIR MARKET RENEWAL TERM), each at a Fair Market Rental Value, payable on each Basic Rent Payment Date occurring during such Fair Market Renewal Term; PROVIDED, HOWEVER, that if the Lessee shall elect more than one Fair Market Renewal Term, all such Fair Market Renewal Terms shall be successive; and PROVIDED, FURTHER, that notwithstanding the foregoing, the last Fair Market Renewal Term may be for a period of less than three years if the period from the expiration of the preceding Fair Market Renewal Term to the expiration date of the Support Agreements shall be less than three years; and (2) Upon notice given as provided in Section 13(b), at the end of the Basic Term only, the Lessee may renew the term of this Lease for one period of not less than one year nor more than the Maximum Option Period (such period so determined being herein referred to as the FIXED RENT RENEWAL TERM), in which case the Basic Rent payable during any Subsequent under the Fixed Rent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreementrental provided in Section 3(a)(4) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lesseehereof. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee electsmay elect to renew ------------- -42- this Lease for up to two (2) successive five-year renewal terms (each, a "Renewal Term") as provided for in Section 9.1(a) and in accordance with Section ------------ -------------- ------- 4.3(b) below. ------ (b) So long as no Default or is deemed to elect, Event of Default shall have occurred and be continuing at the Subsequent time Lessee delivers the Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, Request and at the commencement of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on Lessee is entitled, coincident with its determination during the day following the last day of the Initial Renewal Base Term or the prior Subsequent first Renewal Term, as applicable. Rent payable during any Subsequent , to renew the Lease for a Renewal Term, to request that the Arranger solicit bids from the Certificate Purchasers to extend the Lease for the Renewal Term (such request by Lessee is herein called the "Renewal Request"). If Lessee makes such --------------- request, upon receipt of notice of said request the Arranger shall solicit from each of the Certificate Purchase*rs a bid setting forth the terms and conditions upon which each Certificate Purchaser would agree to extend the Lease for the requested Renewal Term; provided, that no Certificate Purchaser shall be -------- required to submit a bid to the Fair Market Rental Value for Arranger. Within sixty (60) days of solicitation by the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty Arranger, each Certificate Purchaser electing to any Project Document (including the Power Purchase Agreement) renewing submit a bid shall transmit the terms and conditions of such Project Document with respect its bid to the relevant EquipmentArranger, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) which shall send copies of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee bid proposals to Lessee. Any Certificate Purchaser failing to submit a bid within sixty (60) days after of solicitation shall be deemed to have rejected the Arranger's solicitation. Within thirty (30) days of its receipt by Lessor of the irrevocable notice from bid proposals, Lessee shall inform the Lessee Arranger of its election the bids that are acceptable to renew such Lease, orit, if they any; provided, that Lessee may, in its sole discretion, -------- accept or reject any or all bids to extend the Lease for the Renewal Term. If, with respect to any bid, Lessee shall fail to agree inform the Arranger within said 30-day period that it has accepted such sixty bid, then Lessee shall be deemed to have rejected such bid. If any Certificate Purchaser rejects (60or is deemed to have rejected) the Arranger's solicitation to extend the Lease for the Renewal Term, or if Lessee rejects (or is deemed to have rejected) the bid of any Certificate Purchaser to extend the Lease for the Renewal Term (such Certificate Purchaser, in either case, is herein called a "Non-Renewing Certificate Purchaser"), then ---------------------------------- within ten (10) Business Days after the expiration of the aforementioned 30-day period, Lessee shall be determined by a qualified, independent appraiser that is a member required to take one of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination.following actions: (ci) The amounts that are payable during Lessee may elect to cancel its Renewal Request, in which event Lessee shall not have any Subsequent Renewal Term as Termination Value shall be determined on right to extend the basis of Lease for the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. Lessee shall make such election by written notice delivered to the Arranger not later than the end of such ten (10) Business Day period. If Lessor Lessee desires then to elect the Sale Option, Lessee shall make such election in its notice cancelling its Renewal Request delivered pursuant to the preceding sentence, and failing such election of the Sale Option, Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, deemed to have irrevocably waived such Sale Option and the fees and expenses of the appraiser shall be borne by Lessee.elected the

LEASE RENEWAL. (a) If Lessee electsmay elect to renew this Lease for ------------- up to two (2) successive five-year renewal terms (each, a "Renewal Term") as ------------ provided for in Section 9.1(a) and in accordance with Section 4.3(b) below. -------------- -------------- (b) So long as no Default or is deemed to elect, Event of Default shall have occurred and be continuing at the Subsequent time Lessee delivers the Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, Request and at the commencement of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on Lessee is entitled, coincident with its determination during the day following the last day of the Initial Renewal Base Term or the prior Subsequent first Renewal Term, as applicable. Rent payable during any Subsequent , to renew the Lease for a Renewal Term, to request that the Arranger solicit bids from the Certificate Purchasers to extend the Lease for the Renewal Term (such request by Lessee is herein called the "Renewal Request"). If Lessee makes such --------------- request, upon receipt of notice of said request the Arranger shall solicit from each of the Certificate Purchasers a bid setting forth the terms and conditions upon which each Certificate Purchaser would agree to extend the Lease for the requested Renewal Term; provided, that no Certificate Purchaser shall be -------- required to submit a bid to the Fair Market Rental Value for Arranger. Within sixty (60) days of solicitation by the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty Arranger, each Certificate Purchaser electing to any Project Document (including the Power Purchase Agreement) renewing submit a bid shall transmit the terms and conditions of such Project Document with respect its bid to the relevant EquipmentArranger, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) which shall send copies of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee bid proposals to Lessee. Any Certificate Purchaser failing to submit a bid within sixty (60) days after of solicitation shall be deemed to have rejected the Arranger's solicitation. Within thirty (30) days of its receipt by Lessor of the irrevocable notice from bid proposals, Lessee shall inform the Lessee Arranger of its election the bids that are acceptable to renew such Lease, orit, if they any; provided, that Lessee may, in its sole discretion, -------- accept or reject any or all bids to extend the Lease for the Renewal Term. If, with respect to any bid, Lessee shall fail to agree inform the Arranger within said 30-day period that it has accepted such sixty bid, then Lessee shall be deemed to have rejected such bid. If any Certificate Purchaser rejects (60or is deemed to have rejected) the Arranger's solicitation to extend the Lease for the Renewal Term, or if Lessee rejects (or is deemed to have rejected) the bid of any Certificate Purchaser to extend the Lease for the Renewal Term (such Certificate Purchaser, in either case, is herein called a "Non-Renewing Certificate Purchaser"), then ---------------------------------- within ten (10) Business Days after the expiration of the aforementioned 30-day period, Lessee shall be determined by a qualified, independent appraiser that is a member required to take one of the American Society following actions: (i) Lessee may elect to cancel its Renewal Request, in which event Lessee shall not have any right to extend the Lease for the Renewal Term. Lessee shall make such election by written notice delivered to the Arranger not later than the end of Appraisers such ten (10) Business Day period. If Lessee desires then to elect the Sale Option, Lessee shall make such election in its notice cancelling its Renewal Request delivered pursuant to the preceding sentence, and that is selected failing such election of the Sale Option, land to the best of the Architect's knowledge based on information received (except as permitted by Lessee express written easements or as insured by appropriate title insurance). The Plans and Specifications and a complete breakdown of the estimated costs (prepared by others) of constructing the Financed Improvements in accordance with such Plans and Specifications, together with evidence of all matters described in the Architect's statement of professional opinion described in this Section 3.1(w), shall have been reviewed and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determinationCertificate -------------- Purchasers. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (2017 LEASES). (a) If Lessee elects, or is deemed to elect, the 2017 Lease Subsequent Renewal Option for a 2017 Lease, then such 2017 Lease (with respect to all, but not less than all, of the Equipment leased under such 2017 Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than the greater of (x) twelve (12) months and (y) the remaining term of the Power Purchase Agreement (each such term, a “"2017 Lease Subsequent Renewal Term”"), commencing on the day following the last day of the Initial Renewal Term or the prior 2017 Lease Subsequent Renewal TermTerm of such 2017 Lease, as applicable. Rent payable during any 2017 Lease Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment leased under such 2017 Lease, as determined below. The commencement of any Initial Renewal Term and any 2017 Lease Subsequent Renewal Term for a 2017 Lease is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing (or having renewed) the terms of such Project Document with respect to the relevant EquipmentEquipment leased under such 2017 Lease, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease lease terms between Lessor and LesseeLessee and any credit enhancements as may be required by Lessor. (b) The Fair Market Rental Value (as defined below) of the EquipmentEquipment leased under a 2017 Lease, as of the commencement of the 2017 Lease Subsequent Renewal Term of any such 2017 Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such 2017 Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “"Appraisal Procedure”"), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “"Fair Market Rental Value” " for purposes of such 2017 Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any 2017 Lease Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such 2017 Lease Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any 2017 Lease Subsequent Renewal Term for a 2017 Lease as Termination Value shall be determined on the basis of the fair market sales value of the Equipment leased under such 2017 Lease as of the commencement of such 2017 Lease Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such 2017 Lease Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee elects, or While this Lease is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease (with respect to all, but not less than all, of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and end effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) provided that Tenant is not then in default of any of the Equipmentterms, as covenants and conditions thereof, Landlord hereby grants to Tenant the right and option to renew and extend the term of this Lease for one (1) term of three (3) years. Such extension or renewal of the commencement of the Subsequent Renewal Term of any Lease, current terms shall be determined by agreement of Lessor on the same terms, covenants and Lessee within sixty conditions as provided for in the Lease during the primary term, except for this paragraph and except that the rental during such three (603) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, year extended term shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with at the fair market rental value rate then in effect on equivalent properties, of equivalent size, in equivalent areas as determined designated by such appraiser Landlord. Notwithstanding the above, in no case shall the renewal rate be less than the rental rate for the lest year of the lease. Notice of Tenant's intention to exercise the option must be binding and conclusive on given to Landlord in writing, by Certified or Registered Mail, Return Receipt Requested, postage prepaid, or reputable overnight courier, at lease one hundred twenty (120) days prior to expiration of the Parties as current term of this Lease. Landlord shall, within fifteen (15) days following receipt of Tenant's notice of its intention to exercise the “Fair Market Rental Value” for purposes option, notify Tenant in writing of such Lease, the proposed renewal rate and the fees and expenses Tenant shall, within the next fifteen (15) days following receipt of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to proposed rate, notify the average Landlord in writing of its acceptance or rejection of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis proposed rental rate. Rejection of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule proposed rental rate terminates any renewal option pursuant to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lesseethis paragraph.

LEASE RENEWAL. (aWhere possible, and in the U.S. Government’s interest, provision should be made for options to renew the lease. The options should include definite periods and rental terms. If the landlord will not agree to the same rent for the renewal term(s), the post should replace the text of Article Four in the Model Lease with the following language: The Lease is renewable by the TENANT under these same terms and conditions, except for a change in rental rate, for further period(s) If Lessee electsof years, or is deemed to elect, the Subsequent Renewal Option for a Lease, then such Lease until (with respect to all, but not less than all, of the Equipment under such Lease) date). The renewal rental rate shall be extended for such term as Lessor and Lessee mutually agreefair market, but not less than twelve (12) months (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent Renewal Term of any Lease, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the Parties hereto. The fair market rental shall reflect the present value as determined by such appraiser of this and similar rental properties for similar leased duration but shall disregard all improvements (if any) which TENANT has made to be binding and conclusive on the Parties as Premises. Not less than 6 months prior to the “Fair Market Rental Value” expiry date of the present rental period, the LANDLORD shall give notice to the TENANT in writing of the proposed rental amount for purposes the renewal period. Unless the TENANT objects to the proposed rent within 90 days of receipt of such Leasenotice, and any renewal by the fees and expenses of TENANT will be at the appraiser shall be borne by LesseeLANDLORD’s proposed rate. The Rent payable during any Subsequent Renewal Term shall be equal TENANT must give notice to the average LANDLORD of its intent to renew at least If fair market has not yet been ascertained when the Rent payable during renewal period begins, the twelve (12) month period immediately preceding such Subsequent Renewal Term TENANT shall continue to pay rent and operating expenses at the most recent rate until the Fair Market Rental Value is determinednew rate has been set, at which time the prior Rent Parties will make retroactive payments to the date of commencement of the new Lease, if necessary. The post should also include the following language if it is fiscally and practically feasible in the context of the lease’s annual rent, the length of the period of the lease renewal and the local country conditions: If the Parties are unable to agree on fair market rental, there shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value a valuation committee of three valuers. Each valuer shall be determined on certified by the basis national Board of Appraisers, the Appraiser General, the Land Valuation Department, or similar institution or entities, depending upon which services are available locally. One valuer shall be appointed by each of the Parties within 10 working days after written notice of disagreement on fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.rental is

LEASE RENEWAL. The Occupancy Agreement between Orange Teen Housing, Inc. (aOwner) If Lessee elects, or and (Tenant) is deemed to elect, the Subsequent Renewal Option hereby renewed and extended for a Lease, then such Lease (with respect to all, but not less than all, subsequent term of the Equipment under such Lease) shall be extended for such term as Lessor and Lessee mutually agree, but not less than twelve (12) months commencing _and terminating . Rent will be $ /month. All other terms and conditions remain the same. Management Representative: Date: Tenant: Date: _ Management: For HCVP Tenant lease renewal. Notwithstanding any other provision of this Lease, Landlord shall give to Tenant not less than thirty (each such term30) days’ written notice prior to terminating this Lease for any reason, including but not limited to nonpayment of rent, which notice shall specify for the reasons of termination. This Lease may not be terminated except for (i) serious or repeated violation of the terms and conditions of this Lease, (ii) violations of applicable federal, state, or local law, (iii) completion of the tenancy period if this Lease relates to transitional housing, or (iv)other good cause. Tenant acknowledges that the leased premises is located in a “Subsequent Renewal Term”development which has been financed with both federal and state assistance (including without limitation financing under the Housing Stabilization Fund program), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, that as applicable. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms a condition of such Project Document assistance the Landlord must comply with respect certain restrictions as to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force eligible Tenants and effectpermitted rents, and otherwise that Tenant individually benefits from such financial assistance and restrictions. Accordingly, Tenant represents, warrants and agrees that (i) all financial and income information furnished by it to Landlord prior hereto is true and complete; (ii) Tenant will furnish to Landlord annually, and from time to time upon mutually agreeable Lease terms between Lessor request, all such income and Lessee. financial information as Landlord requires in order to comply with such governmental requirements; and (biii) The Fair Market Rental Value (as defined below) of Tenant’s failure to supply such information, or its failure to continue to be eligible to occupy the Equipment, as of the commencement of the Subsequent Renewal Term of any Leaseleased premises, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of a valid cause for Landlord not to renew this Lease upon the irrevocable notice from the Lessee expiration of its election term. Management Representative: Date: _ Tenant: Date: _ Management: This applies only to renew such Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualified, independent appraiser that is a member Tenants of the American Society of Appraisers and that is selected by Lessee and approved by Lessor, such approval not to be unreasonably withheld or delayed (the “Appraisal Procedure”), with the fair market rental value as determined by such appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determinationHSF Program units. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser shall be borne by Lessee.

LEASE RENEWAL. (a) If Lessee elects, or is deemed to elect, the Subsequent Renewal Option for a this Lease, then such this Lease (with respect to all, but not less than all, of the Equipment under such this Lease) shall be extended for a sixty (60) month term or such other term or terms as Lessor and Lessee mutually agree, but not less than twelve (12) months may agree upon (each such term, a “Subsequent Renewal Term”), commencing on the day following the last day of the Initial Renewal Term or the prior Subsequent Renewal Term, as applicable; provided that the aggregate Renewal Terms may not exceed the remaining term of the Power Purchase Agreement or any service agreement or sixty (60) consecutive months following the last day of the Initial Term without the prior written consent of Lessor. Rent payable during any Subsequent Renewal Term shall be the Fair Market Rental Value for the Equipment as determined below. The commencement of any Renewal Term is conditioned upon the counterparty to any Project Document (including the Power Purchase Agreement) renewing the terms of such Project Document with respect to the relevant Equipment, upon the CAAA (as defined in the Master Purchase Agreement) remaining in full force and effect, and otherwise upon mutually agreeable Lease terms between Lessor and Lessee. (b) The Fair Market Rental Value (as defined below) of the Equipment, as of the commencement of the Subsequent any Renewal Term of any LeaseTerm, shall be determined by agreement of Lessor and Lessee within sixty (60) days after receipt by Lessor of the irrevocable notice from the Lessee of its election to renew such the Lease or its deemed election to renew the Lease, or, if they shall fail to agree within such sixty (60) day period, shall be determined by a qualifiedqualified appraiser appointed by Lessor and Lessee or, independent appraiser that is if they cannot agree on an appraiser, then by a member panel of the American Society of Appraisers three (3) appraisers with one each chosen by Lessor and that is selected by Lessee and approved the third appraiser appointed by Lessor, such approval not to be unreasonably withheld or delayed the first two appraisers (the “Appraisal Procedure”), with the fair market rental value as determined by such the third appraiser to be binding and conclusive on the Parties as the “Fair Market Rental Value” for purposes of such this Lease, and the fees and expenses of the appraiser shall be borne by Lessee. The Rent payable during any Subsequent the Renewal Term shall be equal to the average of the Rent payable during the twelve (12) month period immediately preceding such Subsequent the Renewal Term until the Fair Market Rental Value is determined, at which time the prior Rent payments shall be adjusted to take into account such determination. (c) The amounts that are payable during any Subsequent Renewal Term as Termination Stipulated Loss Value shall be determined on the basis of the fair market sales value of the Equipment as of the commencement of such Subsequent Renewal Term and shall be set forth in a schedule to be mutually agreed by Lessor and Lessee prior to the commencement of such Subsequent Renewal Term. If Lessor and Lessee cannot agree on the fair market sales value, such amount shall be determined by the Appraisal Procedure, and the fees and expenses of the appraiser or panel of appraisers shall be borne shared equally by Lessor and Lessee.