Common use of Extended Terms Clause in Contracts

Extended Terms. Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five one renewal term of fifteen (5) consecutive renewal terms of ten (1015) years each (each, an the “Extended Term”), provided that (unless Landlord . The Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of the extension option and on the first day of each such Extended Fixed Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each the Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid option, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended TermDecember 31, 2020, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five one renewal term of fifteen (5) consecutive renewal terms of ten (1015) years each (each, an the “Extended Term”), provided that (unless Landlord . The Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of the extension option and on the first day of each such Extended Fixed Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each the Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid option, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended TermDecember 31, 2018, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on May 1, there 2017 and expire on April 30, 2032 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on May 1, even if such Entity is a BP Affiliate2032 and expire on April 30, 2047. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermApril 30, 2047. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior April 30, 2015, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than April 30, 2030, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five one renewal term of fifteen (5) consecutive renewal terms of ten (1015) years each (each, an “the "EXTENDED TERM"). The Extended Term”), provided that (unless Landlord Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of the extension option and on the first day of each such Extended Fixed Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each the Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid option, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended TermDecember 31, 2018, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Fixed Term for up to five (5) consecutive renewal terms three additional periods of ten (10) years each (each, an “"Extended Term”"), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at commence on the time Tenant exercises a right to extend day succeeding the expiration of the Fixed Term or the preceding Extended Term, (a) no Event of Default as the case may be, and shall have occurred and be continuing and (b) end on the date day immediately preceding the tenth anniversary of the exercise commencement of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement Lease shall apply to each such Extended Term, except that (a) the Minimum Rent for the first year of each Extended Term shall be the greater of (x) the Minimum Rent payable during the last year of the Fixed Term (for the first Extended Term) or the last year of the immediately preceding Extended Term (including, but without limitation, for the two percent annual Minimum Rent increases provided in the definition of Minimum Rentsecond and third Extended Terms), except that as the case may be, and (y) the Fair Market Rental for the Leased Property determined as of the commencement of such Extended Term, and (b) Tenant shall have no further right to extend the Term beyond the expiration of the fifth Extended TermTerms hereinabove provided. If Tenant shall elect to exercise its option to extend either of the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice written notice thereof not later than eighteen one (181) months year prior to the commencement expiration of the applicable Extended Termthen current term of this Lease (Fixed or Extended, as applicable); it being understood and agreed that time shall be is of the essence with respect to the giving of any such Noticenotice. If Tenant shall fail to give any such Noticenotice, this Agreement Lease shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, term then in effect and Tenant shall have no further option to extend the Term term of this AgreementLease. If Tenant shall give such Noticenotice, the extension of this Agreement Lease shall be automatically effected effected, without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on January 1, there 2025 and expire on December 31, 2039 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on January 1, even if such Entity is a BP Affiliate2040 and expire on December 31, 2054. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermDecember 31, 2054. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior December 31, 2022, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2037, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five (5) consecutive two renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on January 1, there 2025 and expire on December 31, 2039 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on January 1, even if such Entity is a BP Affiliate2040 and expire on December 31, 2054. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermDecember 31, 2054. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior December 31, 2022, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2037, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement. Notwithstanding the foregoing, Tenant shall have no right to extend the Term for either Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term, the definition of Leased Property shall exclude any Properties located in the State of California during the Extended Term(s), Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Fixed Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the Fixed Term.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five (5) consecutive two renewal terms of ten (10) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on July 1, there 2026 and expire on June 30, 2036 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on July 1, even if such Entity is a BP Affiliate2036 and expire on June 30, 2046. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermJune 30, 2046. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior June 30, 2024, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than June 30, 2034, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement. Notwithstanding the foregoing, Tenant shall have no right to extend the Term for the second Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term for the second Extended Term, the definition of Leased Property shall exclude any Properties located in the State of California during the second Extended Term, Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the first Extended Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the first Extended Term.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five (5) consecutive two renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on May 1, there 2017 and expire on April 30, 2032 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on May 1, even if such Entity is a BP Affiliate2032 and expire on April 30, 2047. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that during the second Extended Term, the Minimum Rent shall be adjusted so that the portion of the Minimum Rent attributable to the New Seasons Properties shall be the Fair Market Rental Value thereof, and Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermApril 30, 2047. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior April 30, 2015, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than April 30, 2030, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement. Notwithstanding the foregoing, Tenant shall have no right to extend the Term for the second Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term for the second Extended Term, the definition of Leased Property shall exclude any Properties located in the State of California during the second Extended Term, Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the first Extended Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the first Extended Term.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five (5) consecutive two renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on January 1, there 2029 and expire on December 31, 2043 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on January 1, even if such Entity is a BP Affiliate2044 and expire on December 31, 2058. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermDecember 31, 2058. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior December 31, 2026, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2041, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement. Notwithstanding the foregoing, Tenant shall have no right to extend the Term for either Extended Term with respect to any Properties located in the State of California. If Tenant shall extend the Term, the definition of Leased Property shall exclude any Properties located in the State of California during the Extended Term(s), Minimum Rent shall be reduced by the Minimum Rent allocated thereto by the parties, and Tenant shall surrender such Properties to Landlord at the expiration of the Fixed Term in the condition required by Section 5.3 and shall comply with all of its other obligations relating to such Properties as if the Term had expired at the end of the Fixed Term.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive fifteen (15) year renewal terms (the “Extended Terms”, the first of ten (10) years each (eachwhich is herein referred to as the “First Extended Term”, an the second of which is herein referred to as the “Second Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each the Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Terms, except that (a) Tenant shall have no right to extend the Term beyond the expiration of the fifth Second Extended Term, and (b) during the Second Extended Term, the rate of Minimum Rent shall be the Fair Market Rental. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof thereof, not later less than eighteen one (181) months year prior to the commencement scheduled expiration of the applicable Extended Term, it being understood and agreed that time shall be is of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed then current Term or the applicable Extended Termof this Agreement and, and upon such termination, Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten (10) years each (eachcollectively, an the “Extended TermTerms”), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of Fixed Term or the extension option and on the first day of each such preceding Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet as the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend either of the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof thereof, which Notice shall be given not later than eighteen (18a) months prior to June 30, 2024, in the commencement case of the applicable first Extended Term, or (b) June 30, 2034, in the case of the second Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any each such Notice. If Tenant shall fail to give any either such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten fifteen (1015) years each (eachcollectively, an the “Extended TermTerms”), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of Fixed Term or the extension option and on the first day of each such preceding Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet as the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof not later than eighteen twelve (1812) months prior to the commencement scheduled expiration of the applicable Extended then current Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. -20- ARTICLE 3 RENT 3.1

Extended Terms. Tenant is granted the option to extend the Initial ---------------- Lease Term ("Renewal Option(s)") upon and subject to all of the provisions contained herein, except for the Monthly Rent and the option to extend as set forth herein, for two (2) separate, consecutive five (5) year periods (the "Extended Term(s)") following expiration of the Initial Lease Term set forth in Section 2.1D by giving written notice of exercise of the Renewal Option ("Option ------------ Notice") to Landlord not more than two hundred seventy (270) Days nor fewer than one hundred fifty (150) Days before the expiration of the term then in effect. Once exercised, the Tenant shall not have the right to extend revoke its election to exercise the Term Renewal Option. If the Renewal Option is not exercised as provided for up herein within the time provided for, then the Renewal Option shall expire and the Tenant shall not have the right to five renew the Lease. To avoid any inadvertent forfeiture of any Renewal Option, if Tenant fails to give the Option Notice at least one hundred fifty (5150) consecutive renewal terms Days before the expiration of the term then in effect and has not given Landlord advance Notice of Tenant's intent not to exercise its Renewal Option, then Tenant's right to exercise such Renewal Option shall continue, as shall its tenancy under this Lease, until ten (10) years each Days after Landlord gives Tenant Notice of Landlord's election to terminate the Renewal Option, during which ten (each, an “Extended Term”)10) Day period Tenant may exercise its Renewal Option, provided that (unless Landlord shall elect in its sole discretion it otherwise is eligible to waive any such condition), at do so under the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions terms of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the sameLease.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten fifteen (1015) years each (eachcollectively, an the “Extended TermTerms”), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of Fixed Term or the extension option and on the first day of each such preceding Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet as the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof not later than eighteen twelve (1812) months prior to the commencement scheduled expiration of the applicable Extended then current Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. -20- ARTICLE 3

Extended Terms. At the expiration of the Initial Term, if this Lease shall then be in full force and effect and there shall not then exist any Event of Default hereunder, Tenant shall have the right option to extend the Term this Lease for up to five four consecutive extended terms (5) consecutive renewal terms "Extended Term(s)"), of ten (10) years each (eachand a final consecutive extended term of nine years, an “Extended Term”)respectively, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond commence upon the expiration of the fifth Initial Term or immediately preceding the Extended Term, as the case may be, but in no event shall the Term of this Lease, inclusive of all Extended Terms, extend beyond December 30, 2120 (the "Final Expiration Date"). If Any Extended Term shall be on the same terms and conditions of this Lease, except (i) there shall be no right to any Extended Term other than the five consecutive Extended Terms as set forth above in this paragraph, and (ii) the Base Rent shall be adjusted as set forth in Section 3.2 of the Marketplace Lease, as amended. Tenant shall elect to exercise its option for each Extended Term by delivering written notice to extend the Term for any Extended TermLandlord that it is exercising such option (''Extension Notice"), it which notice shall do so by giving Landlord Notice thereof not be delivered no later than eighteen twelve (1812) months prior to the commencement date on which the Term, but for the exercise of such Extended Term option, would otherwise expire.” (ii) The words “Translux Building Commencement Date” in clause (iv) of Section 3.2(a)(i) of the applicable Extended Term, it being understood and agreed that time shall be Marketplace Lease (Section 2(c)(i) of the essence Third Amendment) is deleted and replaced with respect to “the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end tenth anniversary of the Fixed Term or commencement date of the applicable Extended Term, Stall Market Operator Agreement”. (iii) Section 3.2(b) is deleted and Tenant shall have no further option to extend replaced with the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.following:

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five two (52) consecutive renewal terms of ten fifteen (1015) years each (eachcollectively, an “the "Extended Term”Terms"), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of Fixed Term or the extension option and on the first day of each such preceding Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet as the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof not later than eighteen twelve (1812) months prior to the commencement scheduled expiration of the applicable Extended then current Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that (i) no Event of Default shall have occurred and be continuing, and (ii) the term of the Other Lease shall have been simultaneously extended, Tenant shall have the right to extend the Term for up to five (5) two consecutive renewal terms of, in the case of the first Extended Term, ten (10) years each (eachand, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date case of the exercise of the extension option and on the first day of each such second Extended Term, there five (5) years (collectively, the "Extended Terms"). Each Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet commence on the standard in clause (a) or (c) day succeeding the expiration of the definition of Qualifying Guarantor Fixed Term or shall provide Landlord with the audited financial statement described in preceding Extended Term, as the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend either of the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof thereof, in the case of the first Extended Term, not later than eighteen twenty-four (1824) months prior to the commencement expiration of the applicable Fixed Term, and in the case of the second Extended Term, not later than eleven (11) months prior to the expiration of the first Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such NoticeNotice and notice pursuant to the Other Lease, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that (i) no Event of Default shall have occurred and be continuing, (ii) this Lease shall be in full force and effect and (iii) the tenant under each Simultaneous Lease shall have simultaneously exercised its option to extend the term of the Simultaneous Lease to which it is a party (other than Simultaneous Leases that have been terminated in accordance with the provisions thereof, or by the mutual agreement of the landlord and tenant thereunder). Tenant shall have the right to extend the Term for up to five (5) two consecutive renewal extended terms of ten (10) five years each (each, an “"Extended Term”"). Each Extended Term shall commence on the day succeeding the expiration of the Initial Term or the preceding Extended Term therefor, as the case may be (any such day, an "Extended Term Commencement Date"), provided that (unless Landlord and shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) expire on the date day prior to the fifth (5th) anniversary of the exercise of the extension option and on the first day of each such Extended Term Commencement Date. For any Extended Term, there the Participating Revenue Percentage shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet equal to the standard in clause (a) or (c) fair market rate as of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliateapplicable Extended Term Commencement Date as reasonably determined by Landlord. All of the other terms, conditions, covenants and provisions of this Agreement Lease shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth for such Extended Term. If Tenant shall elect to exercise its option to extend any of the Term for any Extended Termaforesaid extensions, it Tenant shall do so by giving Landlord Notice thereof notice therefor not later than eighteen twelve (1812) months prior to the commencement expiration of the applicable Extended then current Term, it being understood and agreed that time shall be is of the essence with respect to the giving of any such Noticenotice. Tenant may not exercise this extension right with respect to more than one Extended Term at a time. If Tenant shall fail to give any such Noticenotice, this Agreement Lease shall automatically terminate at the end of the Fixed Term or the applicable Extended then current Term, and Tenant shall have no further option right to extend the Term of this AgreementLease. If Tenant shall give such Noticenotice, the extension of this Agreement the Lease shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Provided that (i) no Event of Default shall have occurred and be continuing, and (ii) the term of the Other Lease shall have been simultaneously extended, Tenant shall have the right to extend the Term for up to five (5) two consecutive renewal terms of, in the case of the first Extended Term, ten (10) years each (eachand, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date case of the exercise of the extension option and on the first day of each such second Extended Term, there five (5) years (collectively, the "EXTENDED TERMS"). Each Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet commence on the standard in clause (a) or (c) day succeeding the expiration of the definition of Qualifying Guarantor Fixed Term or shall provide Landlord with the audited financial statement described in preceding Extended Term, as the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermTerms. If Tenant shall elect to exercise its option to extend either of the Term for any Extended Termaforesaid options, it shall do so by giving Landlord Notice thereof thereof, in the case of the first Extended Term, not later than eighteen twenty-four (1824) months prior to the commencement expiration of the applicable Fixed Term, and in the case of the second Extended Term, not later than eleven (11) months prior to the expiration of the first Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such NoticeNotice and notice pursuant to the Other Lease, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord's option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the preceding Extended Term, as the case may be, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Tenant (a) Provided that no Master Lease Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Master Lease Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, Lessee shall have the right (subject to Section 19.2(b)) to extend the Term for up of this Lease with respect to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date all of the exercise of the extension option and on the first day of each such Extended TermApplicable Facilities, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to for each Extended Term as set forth herein. Each renewal option shall be exercised, if at all, by Lessee (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition i) giving written notice to Lessor of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof such renewal not later less than eighteen (18) months prior to the commencement expiration of the applicable Extended then- current Term, it being understood and agreed that (ii) delivering (if the Guaranty is, at the time shall of such notice, required to be in place pursuant to this Lease) to Lessor, concurrently with the delivery of the essence notice described in clause (i) hereof, a reaffirmation of the Guaranty executed by the Guarantor stating, in substance, that the Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term (but Lessor may, at its sole and absolute discretion, waive this requirement), and (iii) with respect to any facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the giving exercise by the “Lessee” thereunder of the renewal of each such New Lease or other lease for the corresponding and co-terminus “Extended Term” thereof, concurrently with the delivery of the notice described in clause (i) hereof. Lessee’s exercise of any such Notice. If Tenant renewal option hereunder shall fail to give any such Notice, this Agreement shall automatically terminate at the end be irrevocable and immediately binding upon Lessee as of the Fixed Term or date that Lessee delivers the applicable Extended Termnotices and reaffirmations pursuant to the foregoing items (i) through (iii). As of the date hereof, and Tenant shall have no further option to extend the parties agree that the Term of this AgreementLease including all Extended Terms does not exceed 80% of the estimated remaining useful life of any Facility. If Tenant shall give such NoticeDuring each Extended Term, all of the extension terms and conditions of this Agreement Lease shall continue in full force and effect (b) Notwithstanding anything to the contrary in Section 19.1(a), Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Master Lease Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Master Lease Event of Default, has occurred or is continuing, and the same may not be automatically effected without used by Lessee as a means to negate the execution effectiveness of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute Lessee’s exercise of its renewal right for such documents and agreements as either party shall reasonably require to evidence the sameExtended Term.

Extended Terms. Section 2.4 of the Lease is amended to delete the second paragraph therefrom in its entirety and to replace it with the following: If and to the extent Tenant shall have exercise the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right foregoing options to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on January 1, there 2033 and expire on December 31, 2047 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on January 1, even if such Entity is a BP AffiliateJanuary 1, 2048 and expire on December 31, 2062. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term Term, except that (including, but without limitation, x) the two percent annual Minimum Rent increases provided in payable during such Extended Term shall be the definition greater of Minimum Rent)the Prior Rent and the Fair Market Value Rent for the Leased Property (such Fair Market Value Rent to be determined by agreement of the parties or, except absent agreement, by an appraiser designated by Landlord) (taking into account that the Initial Base Year and the 2019 Base Year, as applicable, shall remain unchanged) and (y) Tenant shall have no right to extend the Term beyond December 31, 2062. For purposes of this Section 2.4, “Prior Rent” shall mean an amount equal to the expiration per annum Minimum Rent in effect on the last day of the fifth Fixed Term or Extended Term immediately preceding such Extended Term. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior December 31, 2031, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2046, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Tenant Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term (as hereunder defined), then Lessee shall have the right to extend renew this Lease with respect to all (but not less than all) of the Term Facilities then covered by this Lease for up to five two (52) consecutive renewal terms of ten (10) years year renewal terms (each (each, an “Extended Term”), provided that upon (unless Landlord shall elect in its sole discretion i) giving written notice to waive any Lessor of such condition), at the time Tenant exercises a right to extend the Term, renewal not less than twelve (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (1812) months prior to the commencement expiration of the applicable then current Term, (ii) delivering to Lessor concurrent with such notice a reaffirmation of the Guaranty(ies) executed by Guarantor(s) stating, in substance, that Guarantor’s(s’) obligations under the Guaranty(ies) shall extend to this Lease, as extended by the Extended Term and (iii) with respect to any Facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the concurrent exercise by the “Lessee” thereunder of the renewal of each such New Lease for the corresponding and co-terminus “Extended Term” thereof. During each Extended Term, it being understood and agreed that time shall be all of the essence with respect terms and conditions of this Lease shall continue in full force and effect. Notwithstanding anything to the giving contrary in this Section 19.1, Lessor, in its sole discretion, may waive the condition to Xxxxxx’s right to renew this Lease that no Event of any Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, have occurred or be continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Tenant a. Notwithstanding the provisions of Article III, Section 1 above, the CONCESSIONAIRE shall have the right to extend request an extension of the Term term of this Agreement for up to additional terms not exceeding twenty-five (5) consecutive renewal terms of ten (1025) years each (each, an the “Extended TermTerms”) upon providing the GOVERNMENT with Notice, at least one year prior to the termination of the initial term or any extended term, of its intention to seek such extension which Notice shall be accompanied with a revised Feasibility Report. The revised Feasibility Report shall indicate that proven reserves exist, shall set forth the type and quantity of Ore that is estimated to exist in the Concession Area, or any part thereof, and shall describe in reasonable detail a proposed plan for efficient and economic Production of such Ore (in accordance with International Standards and the provisions of this Agreement). It shall also set out a detailed description of the proposed mining and processing methods, the design, cost and construction schedules for the proposed facilities and equipment, the financing arrangements contemplated, and the CONCESSIONAIRE’s best estimate in good faith of the date upon which production of such Ore will cease (the “Extended Date”), b. The GOVERNMENT shall grant its approval for the Extended Term through the Extended Date if the revised Feasibility Report reasonably complies with International Standards, provided that (unless Landlord shall elect the GOVERNMENT’s overall mineral development strategy and the provisions of this Agreement. The GOVERNMENT shall, in the event of any delay in or denial of approval of a revised Feasibility Report, promptly give to the CONCESSIONAIRE full details, in writing, of its sole discretion reasons for withholding or delaying approval. Without prejudice to waive the generality of Article III, Section 2, if, in the CONCESSIONAIRE’s opinion, any such condition)approval has been wrongfully withheld or unreasonably delayed, at it may invoke the time Tenant exercises a right provisions of Article XXXI on arbitration. c. With respect to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each any such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants fiscal terms and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension conditions of this Agreement shall be automatically effected without amended in such manner as the execution Parties hereto may agree as fair and reasonable, taking into account fiscal terms generally applicable at the end of any additional documents; it immediately preceding term to large scale mining entities worldwide in respect of operations of the nature envisaged in the Extended Term (due allowance being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the samemade for any special circumstances).

Extended Terms. Tenant (a) Extended Term(s) for All Facilities (other than the Cherry Hill Facility). Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term (as hereunder defined), then Lessee shall have the right to extend renew this Lease with respect to all (but not less than all) of the Term Facilities (other than the Cherry Hill Facility) then covered by this Lease for up to five two (52) consecutive renewal terms of ten (10) years year renewal terms (each (each, an “Extended Term”), provided that upon (unless Landlord shall elect in its sole discretion i) giving written notice to waive any Lessor of such condition), at the time Tenant exercises a right to extend the Term, renewal not less than twelve (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (1812) months prior to the commencement expiration of the applicable then current Term, (ii) delivering to Lessor concurrent with such notice a reaffirmation of the Guaranty (ies) executed by Guarantor(s) stating, in substance, that Guarantor’s(s’) obligations under the Guaranty(ies) shall extend to this Lease, as extended by the Extended Term and (iii) with respect to any Facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the concurrent exercise by the “Lessee” thereunder of the renewal of each such New Lease for the concurrent exercise by the “Lessee” thereunder of the renewal of each such New Lease for the corresponding and co-terminus “Extended Term” thereof. During each Extended Term, it being understood and agreed that time shall be all of the essence with respect terms and conditions of this Lease shall continue in full force and effect. Notwithstanding anything to the giving contrary in this Section 19.1(a), Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Event of any Default, have occurred or be continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Tenant (a) Provided that this Lease has not been previously terminated, and as long as there exists no Lease Default (as hereinafter defined) at the time of exercise and on the last day of the Initial Term or the then current Extended Term (as hereinafter defined), as the case may be, the Lessee is hereby granted the option to extend the Initial Term of this Lease for two (2) additional periods (collectively, the "Extended Terms") as follows: two (2) successive five (5) year periods for a maximum Term, if all such options are exercised, which ends on February 28, 2022. The Lessee's extension options shall be exercised by the Lessee by giving written notice to the Lessor of each such extension (each, an "Extension Notice") at least one hundred eighty (180) days, but not more than three hundred sixty (360) days, prior to the termination of the Initial Term or the then current Extended Term, as the case may be. Except as specifically set forth in subsection (b) below, the Lessee shall have no right to rescind any such notice once given. The Lessee may not exercise its option for more than one Extended Term at a time. During each effective Extended Term, all of the terms and conditions of this Lease shall continue in full force and effect, except that the Base Rent (as hereinafter defined) for each such Extended Term shall be adjusted as set forth in Section 3.1.1. (b) If Lessor shall receive an Extension Notice, Lessor shall notify (the "Base Rent Adjustment Notice") Lessee, on or before the date which is ninety (90) days prior to the applicable Rent Adjustment Date, of the Base Rent for the applicable Extended Term. Anything to the contrary herein provided notwithstanding, if the Base Rent for the applicable Extended Term, as reflected in the Base Rent Adjustment Notice, will exceed the Base Rent in effect on the date of such Base Rent Adjustment Notice, Lessee shall have the right to extend cancel and rescind its Extension Notice by giving Lessor written notice thereof on or (c) Notwithstanding anything to the Term for up contrary set forth herein, the Lessee's rights to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided exercise the options granted in this Section 1.3 are subject to the further condition that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of concurrently with the exercise of the any extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitationhereunder, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant Lessee shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise exercised its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement terms of all of the applicable Extended Term, it being understood and agreed that time shall be Related Leases in accordance with the provisions of Section 1.3 of each of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the sameRelated Leases.

Extended Terms. Tenant (a) Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, Lessee shall have the right (subject to extend Section 19.1(c)) to renew this Lease with respect to all (but not less than all) of, respectively, the Term Pool 1 Facilities, the Pool 2 Facilities and the Pool 3 Facilities then covered by this Lease for up to five (5) consecutive the Extended Terms for such Facilities set forth on Exhibit A-0, Xxxxxxx X-0 and Exhibit A-3 attached hereto. Each renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor exercised, if at all, by Lessee (i) giving written notice to Lessor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof renewal not later less than eighteen (18) months prior to the commencement expiration of the applicable Extended then-current Term, it being understood and agreed that (ii) delivering (if the Guaranty is, at the time shall of such notice, required to be in place pursuant to this Lease) to Lessor, concurrently with the delivery of the essence notice described in clause (i) hereof, a reaffirmation of the Guaranty executed by the Guarantor stating, in substance, that the Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term (but Lessor may, at its sole and absolute discretion, waive this requirement), and (iii) with respect to any facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the giving exercise by the “Lessee” thereunder of the renewal of each such New Lease or other lease for the corresponding and co-terminus “Extended Term” thereof, concurrently with the delivery of the notice described in clause (i) hereof. Lessee’s exercise of any such Notice. If Tenant renewal option hereunder shall fail to give any such Notice, this Agreement shall automatically terminate at the end be irrevocable and immediately binding upon Lessee as of the Fixed Term or date that Lessee delivers the applicable Extended Termnotices and reaffirmations pursuant to the foregoing items (i)through (iii). As of the date hereof, and Tenant shall have no further option to extend the parties agree that the Term of this AgreementLease including all Extended Terms does not exceed 80% of the estimated remaining useful life of any Facility. If Tenant shall give such NoticeDuring eachExtended Term, all of the extension terms and conditions of this Agreement Lease shall be automatically effected without the execution of any additional documents; it being understood continue in full force and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the sameeffect.

Extended Terms. Tenant (a) Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, Lessee shall have the right (subject to extend Section 19.1(c)) to renew this Lease with respect to all (but not less than all) of, respectively, the Term Pool 1 Facilities, the Pool 2 Facilities and the Pool 3 Facilities then covered by this Lease for up to five (5) consecutive the Extended Terms for such Facilities set forth on Exhibit X-0, Xxxxxxx X-0 and Exhibit A-3 attached hereto. Each renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor exercised, if at all, by Lessee (i) giving written notice to Lessor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof renewal not later less than eighteen (18) months prior to the commencement expiration of the applicable Extended then-current Term, it being understood and agreed that (ii) delivering (if the Guaranty is, at the time shall of such notice, required to be in place pursuant to this Lease) to Lessor, concurrently with the delivery of the essence notice described in clause (i) hereof, a reaffirmation of the Guaranty executed by the Guarantor stating, in substance, that the Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term (but Lessor may, at its sole and absolute discretion, waive this requirement), and (iii) with respect to any facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the giving exercise by the “Lessee” thereunder of the renewal of each such New Lease or other lease for the corresponding and co-terminus “Extended Term” thereof, concurrently with the delivery of the notice described in clause (i) hereof. Lessee’s exercise of any such Notice. If Tenant renewal option hereunder shall fail to give any such Notice, this Agreement shall automatically terminate at the end be irrevocable and immediately binding upon Lessee as of the Fixed Term or date that Lessee delivers the applicable Extended Termnotices and reaffirmations pursuant to the foregoing items (i) through (iii). As of the date hereof, and Tenant shall have no further option to extend the parties agree that the Term of this AgreementLease including all Extended Terms does not exceed 80% of the estimated remaining useful life of any Facility. If Tenant shall give such NoticeDuring each Extended Term, all of the extension terms and conditions of this Agreement Lease shall be automatically effected without the execution of any additional documents; it being understood continue in full force and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the sameeffect.

Extended Terms. (1) Tenant shall have the option (an “Extension Option”) to extend the Initial Term for one (1) period of ten (10) consecutive years (the “Extension Term”) upon fulfillment of all the following terms and conditions: (a) Tenant shall provide written notice to the Authority, not earlier than twenty-four (24) months, and not later than twelve (12) months, prior to the expiration of the Initial Term, that Tenant elects to exercise such Extension Option (the “Extension Notice”); (b) On the date Tenant delivers Tenant’s Extension Notice to the Authority or on the date the Extension Term is to commence, there shall not be an Event of Default by Tenant under this Lease (or, if a default by Tenant under any term or condition of this Lease then exists which would, with the giving of notice, the passage of time or both, constitute an Event of Default under this Lease, Tenant shall cure that default within the applicable grace or cure period provided under this Lease); and (c) This Lease Agreement shall not have been terminated during the Initial Term. (2) All terms, covenants, conditions and provisions hereof applicable to the Initial Term (including, without limitation, Tenant’s obligations to pay Base Rent, Additional Rent, Minimum Monthly Rent, and Percentage Rent), shall apply with like force and effect to the Extension Term, except where specifically inapplicable or where the context otherwise indicates, and except that the amount of the Additional Rent to be assessed by the Authority with respect to the Leased Premises during the Extension Term shall be increased to a rate based on the Actual Facilities Costs and Expenses incurred during the twelve (12) consecutive month period immediately preceding the date that Tenant delivers its Extension Notice to the Authority. Not later than ninety (90) days after the Authority receives Tenant’s Extension Notice, the Authority shall provide Tenant with a written statement that sets forth the annual and monthly amounts that the Authority proposes for the Additional Rent to be for the Extension Term, including evidence of the Actual Facilities Costs and Expenses for the twelve (12) consecutive month period immediately preceding the date that Tenant delivers its Extension Notice to the Authority. If Tenant is dissatisfied with that increased Additional Rent amount for any reason, Tenant may elect not to proceed further with exercising the Extension Option, by providing written notice to the Authority of Tenant’s intention not to proceed with the Extension Option (which written notice must be delivered to the Authority not later than thirty (30) days after Tenant receives the Authority’s written statement of the amount of the increase in the Additional Rent for the Extension Term). (3) If the Authority demonstrates that Rentals and other revenues derived from the Land and Facilities during the twelve (12) consecutive month period immediately preceding the Authority’s receipt of Tenant’s Extension Notice to exercise the Extension Option were not sufficient to cover the Actual Facilities Costs and Expenses of the Land and Facilities incurred with respect to that twelve (12) month period (the “Deficit”), then the Authority shall have the right to extend prohibit Tenant from exercising the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documentsExtension Option; it being understood and agreedprovided, however, that if the Deficit is caused by the negative impact on the Actual Facilities Costs and Expenses from the costs and expenses of ownership and operation of other Authority-funded facilities which are constructed on the Land after the Effective Date of this Lease, the Authority may not exercise this right. If the Authority desires to exercise this right, then the Authority shall notify Tenant in writing, not later than ninety (90) days after the Authority receives Tenant’s Extension Notice, that the Authority is exercising this right. (4) Subject to Tenant’s right to elect not to proceed with the Extension Option as described in subsection (2) above, and Landlord subject to the Authority’s right to elect not to permit Tenant to proceed with the Extension Option as described in subsection (3) above, Tenant must (if Tenant provides an Extension Notice to the Authority) enter into a written amendment to this Lease not later than ninety (90) days after the Authority notifies Tenant of the amount of the increase in the Additional Rent for the Extension Term, which amendment shall execute such documents confirm the increased Additional Rent and agreements as either party other terms consistent with the foregoing provisions of this subsection (B), and shall otherwise be in a form reasonably require acceptable to evidence the sameAuthority.

Extended Terms. (a) So long as this Lease has not been terminated as a consequence of an Event of Default or as may otherwise be provided herein, Tenant shall have the unilateral right to extend the Initial Term for up to three (3) Extended Terms on and subject to the following terms and conditions. Tenant may exercise each such right to extend the Term for up only by delivering written notice to five (5) consecutive renewal terms Landlord of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right Tenant’s election to extend the Term at least fifteen (15) full calendar months before the expiration of the then current Term. If Landlord does not receive Tenant’s notice of its election to extend the Term at least fifteen (15) full calendar months before the expiration of the then current Term, (athen Tenant’s rights to extend pursuant to this Section 3.4(a) shall be void and of no Event of Default shall have occurred further force, and be continuing and (b) on any notice purporting to exercise an Extended Term received after the date that is fifteen (15) full calendar months before the expiration of the exercise of the extension option and on the first day of each such Extended Term, there then current Term shall be a Guaranty in favor void and of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorno force. In addition, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond for the expiration of the fifth second (2nd) Extended Term. If Term if Tenant shall elect to exercise its option fails to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen the first (181st) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option right to extend the Term for the third (3rd) Extended Term if Tenant fails to extend the Term for the second (2nd) Extended Term. Base Rent for each Extended Term shall be determined pursuant to Section 7.4 below. (b) If the Term is duly extended in accordance with this Section 3.4, Tenant shall continue to lease the Premises on all of the other terms and conditions of this Agreement. If Tenant shall give such NoticeLease, the extension of this Agreement provided that Base Rent for each Extended Term shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements revised as either party shall reasonably require to evidence the sameprovided in Section 7.4.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five (5) consecutive two renewal terms of ten fifteen (1015) years each (each, each an “Extended Term”). If and to the extent Tenant shall exercise the options, provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended TermTerm shall commence on January 1, there 2029 and expire on December 31, 2043 and the second Extended Term shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantorcommence on January 1, even if such Entity is a BP Affiliate2044 and expire on December 31, 2058. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended TermDecember 31, 2058. If Tenant shall elect to exercise its the option to extend the Term for any the first Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior December 31, 2026, and if Tenant shall elect to exercise its option to extend the commencement of Term for the applicable second Extended Term after having elected to extend the Term for the first Extended Term, it shall do so by giving Landlord Notice not later than December 31, 2041, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the first Extended Term as applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same. Notwithstanding the provisions of the foregoing sentence, if, subsequent to the giving of such Notice, an Event of Default shall occur, at Landlord’s option, the extension of this Agreement shall cease to take effect and this Agreement shall automatically terminate at the end of the Fixed Term or the Extended Term, as applicable, and Tenant shall have no further option to extend the Term of this Agreement.

Extended Terms. Provided that no Event of Default shall have occurred and be continuing, Tenant shall have the right to extend the Term for up to five six (56) consecutive renewal terms of ten five (105) years each (each, an “Extended Term” and collectively, the “Extended Terms”), provided that (unless Landlord . Each Extended Term shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) commence on the date day succeeding the expiration of the exercise of Fixed Term or the extension option and on the first day of each such preceding Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet as the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliatecase may be. All of the terms, covenants and provisions of this Agreement shall apply to each such Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent)Term, except that (a) Tenant shall have no right to extend the Term beyond the expiration of the sixth (6th) Extended Term and (b) Minimum Rent during the first Fiscal Year of the third (3rd), fourth (4th), fifth (5th) and sixth (6th) Extended TermTerms shall be adjusted in accordance with Section 3.1.1(b). If Tenant Provided that this Agreement shall elect not have been terminated pursuant to exercise its option to extend any provision hereof, the Term shall be automatically extended for any an Extended Term, it unless Tenant shall do so by giving give Landlord Notice thereof not later than eighteen (18) twelve months prior to the commencement scheduled expiration of the applicable Extended Termthen-current Term that Tenant elects not to so extend the Term of this Agreement, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail give Notice that it elects not to give any such Noticeextend the Term in accordance with this Section 2.4, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended then-current Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such NoticeOtherwise, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

Extended Terms. Tenant Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term (as hereunder defined), then Lessee shall have the right to extend renew this Lease with respect to all (but not less than all) of the Term Facilities then covered by this Lease for up to five two (52) consecutive renewal terms of ten (10) years year renewal terms (each (each, an “Extended Term”), provided that upon (unless Landlord shall elect in its sole discretion i) giving written notice to waive any Lessor of such condition), at the time Tenant exercises a right to extend the Term, renewal not less than twelve (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (1812) months prior to the commencement expiration of the applicable then current Term, (ii) delivering to Lessor concurrent with such notice a reaffirmation of the Guaranty(ies) executed by Guarantor(s) stating, in substance, that Guarantor’s(s’) obligations under the Guaranty(ies) shall extend to this Lease, as extended by the Extended Term and (iii) with respect to any Facility(ies) subject to a New Lease hereafter with or in favor of Lessor or any Affiliate of Lessor, the concurrent exercise by the “Lessee” thereunder of the renewal of each such New Lease for the corresponding and co-terminus “Extended Term” thereof. During each Extended Term, it being understood and agreed that time shall be all of the essence with respect terms and conditions of this Lease shall continue in full force and effect. Notwithstanding anything to the giving contrary in this Section 19.1, Lessor, in its sole discretion, may waive the condition to Lxxxxx’s right to renew this Lease that no Event of any Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, have occurred or be continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.