Common use of Extension of the Term Clause in Contracts

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent NAI and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term BROKERS On the conditions, which conditions the Landlord may be extended waive, at its election, by written, notice to the option of NAI for up to two successive periods of five years each; provided, howeverTenant at any time, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s option exercise and as of the commencement of the hereinafter described additional term, the Tenant is not in default of its covenants and obligations under this Lease beyond all applicable grace and cure periods, and (ii) that as of the commencement of the hereinafter described additional term, Corporate Sports Incentives, Inc. and/or any Affiliate of Tenant occupy in the aggregate the entire Premises, the Tenant may elect, by giving notice thereof to the Landlord at least six (6) months and not more than twelve (12) months prior to the expiration of the initial five-year Term, to extend the Term for one (1) additional extension period of three (3) years (to a maximum of the initial five-year Term plus three years) on the same terms and conditions set forth herein, except Basic Rent shall be as hereinafter set forth. The word "Term" as used elsewhere in this Lease shall, unless otherwise expressly provided herein, include the initial five-year Term and such extension period if the Tenant shall have given timely and proper notice of exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of so extend the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determinationThe annual rate of Basic Rent payable during such three (3) year extension period of the. Term shall be payable without offset at an annual rate equal to the greater of (a) the annual rate of Basic Rent payable during the last year of the initial Term, and both NAI (b) the Market Rent, a$ hereinafter defined. The "MARKET RENT" shall be the fair rental value for space of equivalent size and BNPPLC hereby disclaim any obligation express or implied to character in Burlington, Massachusetts under a three (3) year lease. The Market Rent shall be reasonable in negotiating proposed by the Rent for any such extension. Subject to the changes to the Rent and satisfaction Landlord within thirty (30) days of receipt of the other conditions listed in this subparagraph, if NAI exercises its option Tenant's notice that it intends to extend the Term as provided in this subparagraph(the "LANDLORD'S PROPOSED MARKET RENT"). The Landlord's Proposed Market Rent shall be deemed to be the Market Rent unless the Tenant notifies the Landlord, this Lease will continue in full force and effectwithin fifteen (15) days of the Tenant's receipt of the Landlord's Proposed Market Rent notice, that the Landlord's Proposed Market Rent is not satisfactory to the Tenant (the "TENANT'S REJECTION NOTICE"). If the Market Rent is not otherwise agreed upon by the Landlord and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise Tenant within fifteen (15) days after the Effective Date Landlord's receipt of the Tenant's Rejection Notice, then the annual rate of Basic Rent during the extension term shall be the Landlord's Proposed Market Rent unless the Tenant shall have given notice to the Landlord, within ten (10) days after said fifteen (15) day period, that the Tenant desires to determine the Market Rent by the following procedure, which notice shall specify the name and before address of the extension.Real Estate Professional, as hereinafter defined, designated by the Tenant (the "TENANT APPRAISAL NOTICE"):

Extension of the Term. The Term may be extended at the option of NAI LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2b) an adjustment to the Rent that NAI LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAILRC, each in its sole and absolute discretion; (Bii) at the time of NAILRC’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (Ciii) immediately prior to any such extension, this Lease must then remain in effect; and (Div) if this Lease has been assigned by NAILRC, then NAI LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAILRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI LRC must have agreed upon the Rent required for any extension of the Term, neither NAI LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent LRC and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this Lease Agreement (Mxxxxxx Business Center) — Page 3 subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI --------------------- Zhone for up to two successive periods of five years one year each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI Zhone must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseBuildings 1&2 CDPA, and (2) an adjustment to the Rent that NAI Zhone will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAIZhone, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s Zhone's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, Zhone must have completed the Construction Project in accordance with the Buildings 1&2 CMA and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Buildings 1&2 Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI Zhone must have agreed upon the Rent required for any extension of the Term, neither NAI Zhone nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent both Zhone and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI Zhone exercises its option to extend the Term as provided in this subparagraphParagraph, this Buildings 1&2 Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will Zhone shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty 180 days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase IV - Improvements), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, NAI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Improvements Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without payable during any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.extension of

Extension of the Term. The Term may be extended at the option of NAI Ross for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension extension, BNPPLC and NAI Ross must have agreed in writing upon, and received the written consent and approval of BNPPLC’s 's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension of to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI Ross will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAIRoss, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s Ross's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, Ross must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI Ross must have agreed upon the Rent required for any extension of the Term, neither NAI Ross nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI Ross and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI Ross exercises its option to extend the Term as provided in this subparagraphParagraph, this Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will Ross shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty ninety days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, NAI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent NAI and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty 180 days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase IV - Land), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred ; and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Land Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Land Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up (a) A proposal by any Party to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of extend the term of the Ground Lease shall be brought before the Operating Committee pursuant to Article 6. (b) Any Party shall have the right to request the Operating Committee take steps to extend the term of the Lease. If any Party or Parties take such action, any Party not wishing to extend shall have a right to withdraw, subject to the provision of not less than 60 days notice to the other Parties. Upon receipt of such notice, the applying parties shall notify the Government of the desire of the withdrawing Party to be excluded from the extended term of the Lease and shall take reasonable steps with the Government to ensure that the withdrawing Party is no longer a party to nor has any liability under or pursuant to the Lease, as extended. The withdrawing Party shall cease to have any rights under this Agreement upon the expiry of the notice period providing its notice of withdrawal, provided that nothing herein shall extinguish any pre-existing obligations of the withdrawing Party under this Agreement or under the Lease which were incurred prior to the effective date of such withdrawal. Where a request for an extension is made, the Operator, with the assistance of the Service Provider shall bring such an extension request to the Government in accordance with the instructions provided by the Operating Committee and the terms of the Lease. ARTICLE 13 TRANSFER OF PARTICIPATING INTEREST/PAYING SHARE/COST HYDROCARBONS/PROFIT HYDROCARBONS 13.1 Obligations (a) Subject always to the transferring Party (hereafter known as the “Transferring Party”) satisfying all of the requirements of the Lease relating to a transfer of its interest thereto, the transfer of all or part of a Party’s Participating Interest, Paying Share, Cost Hydrocarbons and Profit Hydrocarbons excepting transfers pursuant to Article 8 and Article 9, shall be effective only if it satisfies the terms and conditions of this Article 13. Except in the case of a party transferring all of its participating Interest, no transfer shall be made by any party which results in the transferor the transferee holding a participating Interest of less than five percent (5%) or holding any interest other than a Participating Interest in the Contract, Contract Area and this Agreement (b) The transferring Party shall, notwithstanding the transfer, be liable to the other Parties for any obligations, financial or otherwise, which have vested, matured or accrued under the provision of the Lease or this Agreement prior to such transfer. Such obligations shall include, without limitation, any proposed expenditure approved by the Operating Committee prior to the transferring Party notifying the other Parties of its proposed transfer. (c) The transferee shall have no rights in and under the Lease, the Contract Area or this Agreement unless and until it obtains any necessary Government or other approvals of any nature or kind and expressly undertakes in an instrument satisfactory to the non transferring. Parties to perform the obligations of the transferor under the Lease and this Agreement in respect of the Paying Share, Cost Hydrocarbons and Profit Hydrocarbons being transferred from and after the date of transfer. (d) Nothing contained in this Article 13 shall prevent the Any Party from assigning all or part of this Agreement and all or part of the rights and obligations herein to and Affiliate or to the Nigerian registered company envisaged under Article 3.1(a), or from mortgaging, pledging, charging or otherwise encumbering all or part of its interest in the Contract Area and in and under this Agreement for the purpose of security relating to finance, provided that the party gives advance notice of such assignment to the other party. Such party shall remain liable for all obligations relating to such interest. The encumbrance shall be subject to any necessary approval of the Government and be expressly subordinated to the right of the other parties under this Agreement; and Such Party shall ensure that any such mortgage, pledge, charge or encumbrance shall be expressed to be without prejudice to the provisions of this Agreement (e) With the exception of Article 13.1(d), any transfer of all or a Party’s Participating Interest or Paying Share, Cost Hydrocarbons or Profit Hydrocarbons whether directly or indirectly by assignment, merger, consolidation, sale of stock, or other conveyance, shall be subject to the following procedure: (i) In the event that a Party wishes to transfer any part or all of its Participating Interest or Paying Share, Cost Hydrocarbons or Profit Hydrocarbons, it shall send all other Parties notice of its intention and invite them to submit offers therefore. The other Parties shall have thirty (30) Days from the date of such notification to deliver a counter-notification with a binding offer. If the prospective transferor Party accepts the offer, the prospective transferor and the offering Party shall have the next sixty (60) Days in which to negotiate in good faith and execute the terms and conditions of a mutually acceptable transfer agreement consistent with the financial and other terms of the offer. If the prospective transferor does not find any Party’s offer acceptable, or if sixty (60) Days elapse and it is evident to the prospective transferor that a fully negotiated agreement with an offering Party is not imminent, the prospective transferor shall be entitled for a period of one hundred eighty (180) Days, plus such reasonable additional period as may be necessary to secure governmental approvals, to transfer its Participating Interest or Paying Share, Cost Hydrocarbons or Profit Hydrocarbons to a third party subject to the obligations set forth in this Article 13, so long as terms and conditions of the transfer to a third party are less favourable to the prospective transferor than the best terms and conditions offered by any Party; (ii) In the event that a Party’s proposed transfer of part or all of its Participating Interest or Paying Share, Cost Hydrocarbons or Profit Hydrocarbons involves consideration other than cash or involves other properties included in a wider transaction (package deal), then the Participating Interest or Paying Share, Cost Hydrocarbons or Profit Hydrocarbons (or part thereof) shall be allocated a reasonable and justifiable cash value by the prospective transferor in any notification to the other Parties. Such other Parties may satisfy the requirements of this Article 13.1(e) by agreeing to pay such cash value in lieu of the consideration payable in the third-party offer. (f) The Field Owners hereby agree with the Service Provider that the Field Owners/ Service Provider may have to mortgage, pledge, charge or otherwise encumber all or part of its interest in the Lease, Contract Area and in and under the Agreement for the purpose of security relating to project finance that the Service Provider may arrange for development of the Contract Area. The Field Owners agree to cooperate with the Service Provider in securing such financing. Not withstanding the foregoing, any mortgage, pledge, change or other encumbrance shall not contravene the terms of the Lease. (g) (i) A Party withdrawing from this Agreement and the Contract shall provide Security satisfactory to the other Parties to satisfy any obligations or liabilities which were approved or accrued prior to notice of withdrawal, but which become due after its withdrawal, including, without limitation, Security to cover the costs of abandonment, if applicable. (ii) Failure to provide Security shall constitute default under this Agreement (iii) “Security” means a standby letter of credit issued by a bank or an on demand bond issued by a surety corporation, such bank or corporation having a credit rating indicating it has sufficient worth to pay its obligations in all reasonably foreseeable circumstances (h) A withdrawing Party shall promptly join in such actions as may be necessary or desirable to obtain any Government approvals required in connection with the withdrawal and assignments. The non-withdrawing Parties shall use reasonable efforts to assist the withdrawing Party in obtaining such approvals. Any penalties or expenses incurred by the Parties in connection with such withdrawal and assignment to the other Parties, then the withdrawing Party shall at its option either (1) retract its notice of withdrawal by notice to the other Parties and remain a Party as if such notice of withdrawal had never been sent or (2) hold its Participating Interest in trust for the sole and exclusive benefit of the non-withdrawing Parties with the right to be reimbursed by the non-withdrawing Parties for any subsequent costs and liabilities incurred by it for which it would not have been liable, had it successfully withdrawn. (i) In the event all Parties decide to withdraw, the Parties agree that they shall be bound by the terms and conditions of this Agreement for so long as may be necessary to wind up the affairs of the Parties with the Government, to satisfy any requirements of applicable law and to facilitate the sale, disposition or abandonment of property or interests held by the Joint Account (j) A withdrawing Party shall assign its Participating Interest free of cost to each of the non-withdrawing Parties in the proportion which each of their Participating Interests (prior to the withdrawal) bears to the total Participating Interests of all the non-withdrawing Parties (prior to the withdrawal), unless the non-withdrawing Parties agree otherwise. The expenses associated with the withdrawal and assignments shall be borne by the withdrawing Party. 13.2 Transfer by a Field Owner Subject to the approval of the other Parties, such approval not to be unreasonably withheld, each Field Owner shall have the right, subject to the provisions of Article 13.1, the terms of the Lease, and (2) an adjustment to the Rent Government’s approval, to freely transfer its Participating Interest to a third party. Any Field Owner that NAI will transfers its Participating Interest under the Lease shall be required obliged to pay during the extension, it being expected also transfer its Participating Interest in this Agreement and shall procure that the Rent for new Field Owner takes on the extension may be different than the Rent required for the original Term or any prior extension, full rights and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Termthis Agreement and signs an amendment to this Agreement to that effect. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.ARTICLE 14

Extension of the Term. The Term may be extended at the option of NAI --------------------- Zhone for up to two successive periods of five years one year each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI Zhone must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseBuilding 3 CDPA, and (2) an adjustment to the Rent that NAI Zhone will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAIZhone, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s Zhone's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, Zhone must have completed the Construction Project in accordance with the Building 3 CMA and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Building 3 Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI Zhone must have agreed upon the Rent required for any extension of the Term, neither NAI Zhone nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent both Zhone and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI Zhone exercises its option to extend the Term as provided in this subparagraphParagraph, this Building 3 Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will Zhone shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI ChoicePoint for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI ChoicePoint must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI ChoicePoint must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI ChoicePoint as provided in Paragraph 6) to, (1) such extension and a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI ChoicePoint will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC all of BNPPLC, the Participants and NAIChoicePoint, each in its sole and absolute discretion; (B) at the time of NAIChoicePoint’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAIChoicePoint, then NAI ChoicePoint must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAIChoicePoint’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPPLC, the Participants and NAI ChoicePoint must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is none of them are willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, each of BNPPLC, BNPPLC’s Parent the Participants and Participants ChoicePoint will each have sole and absolute discretion in making its determination, and both NAI ChoicePoint and BNPPLC hereby disclaim (and acknowledge that Participants have all disclaimed) any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI ChoicePoint exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI ChoicePoint will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2b) an adjustment to the Rent that NAI LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAILRC, each in its sole and absolute discretion; (Bii) at the time of NAILRC’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (Ciii) immediately prior to any such extension, this Lease must then remain in effect; and (Div) if this Lease has been assigned by NAILRC, then NAI LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAILRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI LRC must have agreed upon the Rent required for any extension of the Term, neither NAI LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent LRC and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such Lease Agreement (Fremont/Building #4) — Page 3 extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option --------------------- of NAI Zhone for up to two successive periods of five years one year each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI Zhone must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseLand CDPA, and (2) an adjustment to the Rent that NAI Zhone will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAIZhone, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s Zhone's exercise of its option to extend, no Event of Default has occurred ; and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Land Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI Zhone must have agreed upon the Rent required for any extension of the Term, neither NAI Zhone nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent both Zhone and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI Zhone exercises its option to extend the Term as provided in this subparagraphParagraph, this Land Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will Zhone shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2b) an adjustment to the Rent that NAI LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAILRC, each in its sole and absolute discretion; (Bii) at the time of NAILRC’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (Ciii) immediately prior to any such extension, this Lease must then remain in effect; and (Div) if this Lease has been assigned by NAILRC, then NAI LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAILRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI LRC must have agreed upon the Rent required for any extension of the Term, neither NAI LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent LRC and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such Lease Agreement (Fremont/Building #1) — Page 3 extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2b) an adjustment to the Rent that NAI LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAILRC, each in its sole and absolute discretion; (Bii) at the time of NAILRC’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (Ciii) immediately prior to any such extension, this Lease must then remain in effect; and (Div) if this Lease has been assigned by NAILRC, then NAI LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAILRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI LRC must have agreed upon the Rent required for any extension of the Term, neither NAI LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent LRC and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such Lease Agreement (Fremont/Building #3) — Page 3 extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI LRC for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (Ai) NAI LRC must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI LRC must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1a) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2b) an adjustment to the Rent that NAI LRC will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAILRC, each in its sole and absolute discretion; (Bii) at the time of NAILRC’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (Ciii) immediately prior to any such extension, this Lease must then remain in effect; and (Div) if this Lease has been assigned by NAILRC, then NAI LRC must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAILRC’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI LRC must have agreed upon the Rent required for any extension of the Term, neither NAI LRC nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent LRC and Participants BNPPLC will each have sole and absolute discretion in making its determination, and both NAI LRC and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Similarly, it is understood that BNPPLC’s Parent and all Participants will each have Lease Agreement (Fremont/Building #2) — Page 3 sole and absolute discretion to give, or decline to give, consents and approvals required for any extension of the Term, and none of them will have any obligation express or implied to be reasonable in deciding whether to give such consents and approvals. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI LRC exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI LRC will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI ChoicePoint for up to two successive periods of five years each; provided, however, that prior to each such extension the following conditions must have been satisfied: (A) NAI ChoicePoint must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC and NAI ChoicePoint must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI ChoicePoint as provided in Paragraph 6) to, (1) such extension and a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground LeaseAgreement, and (2) an adjustment to the Rent that NAI ChoicePoint will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC all of BNPPLC, the Participants and NAIChoicePoint, each in its sole and absolute discretion; (B) at the time of NAIChoicePoint’s exercise of its option to extend, no Event of Default has occurred and is continuing, continuing and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAIChoicePoint, then NAI ChoicePoint must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAIChoicePoint’s assignee’s obligations under the Operative Documents throughout such extended Term; and (E) in the case of any extension which would cause the Term to extend beyond the term of the Development Authority Lease, BNPPLC, ChoicePoint and the Development Authority must all have agreed upon an extension of the Developer Authority Lease so that it continues beyond the Term, as extended, or (alternatively) BNPPLC must have been able to purchase the Land, Improvements and other property covered by the Development Authority Lease by exercise of the purchase option provided therein. With respect to the condition that BNPPLC BNPPLC, the Participants and NAI ChoicePoint must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is none of them are willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, each of BNPPLC, BNPPLC’s Parent the Participants and Participants ChoicePoint will each have sole and absolute discretion in making its determination, and both NAI ChoicePoint and BNPPLC hereby disclaim (and acknowledge that Participants have all disclaimed) any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI ChoicePoint exercises its option to extend the Term as provided in this subparagraph, this Lease will continue in full force and effect, and the leasehold estate hereby granted to NAI ChoicePoint will continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty ninety days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase V - Land), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred ; and is continuing, and no Event of Default will result from the extension; (C) immediately prior to any such extension, this Land Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Land Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty ninety days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase III - Improvements), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, NAI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Improvements Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Improvements Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, Provided that prior to each such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty days prior to the end of the Term, this Lease is in full force and prior to the commencement of any such extension BNPPLC effect and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s Parent and all Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, (1) a corresponding extension of the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease, and (2) an adjustment to the Rent that NAI will be required to pay during the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extension, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and NAI, each in its sole and absolute discretion; (B) at the time of NAI’s exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from Tenant shall have the extension; (C) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction of the other conditions listed in this subparagraph, if NAI exercises its option to extend the Term as provided in for up to four (4) successive periods of five (5) Lease Years each upon all of the provisions of this subparagraphLease, which extension options shall automatically be deemed exercised two hundred seventy (270) days prior to the then current Expiration Date without the requirement for any further notice; provided, however, that Tenant shall have the right to terminate this Lease will continue in full force (and effectvoid any such automatic extension and all remaining extension options) effective as of any then current Expiration Date by giving written notice thereof to Landlord not less than two hundred seventy (270) days before such then current Expiration Date; and provided, further, that this Lease shall not be automatically extended (and Tenant shall be deemed to have given written notice of non-renewal) if on the date which is two hundred seventy (270) days prior to the then current Expiration Date an Event of Default has occurred and is continuing, and in such event this Lease shall terminate on the leasehold estate hereby granted then current Expiration Date. If and each time this Lease is so extended, the word "Term" shall be deemed to NAI will continue without interruption include the five (5) year extension period with respect to which the option has been exercised and without any loss the term "Expiration Date" shall mean the last day of priority over other interests in or claims against such five (5) year extension period. 2.4. Premises Leased "AS-IS". LANDLORD HEREBY LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE PREMISES "AS IS," AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PREMISES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE, PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION , IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS, AND THAT THE PREMISES HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE PREMISES OF ANY NATURE, WHETHER PATENT OR LATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 2.4 HAVE BEEN NEGOTIATED, AND THE FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE PREMISES, ARISING PURSUANT TO STATUTE, JUDICIAL DECISION, THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, RULE, REGULATION OR ORDER NOW OR HEREAFTER IN EFFECT OR OTHERWISE. Tenant acknowledges and agrees that Tenant has examined the Property that may title to the Premises prior to the execution and delivery of this Lease and has found such title to be created or arise after satisfactory for the Effective Date and before the extensionpurposes contemplated by this Lease.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty ninety days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase V - Improvements), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, NAI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Improvements Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Improvements Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI FCI for up to two successive periods of five (5) years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty (180) days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI FCI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and List of the term of the Ground LeaseDefined Terms attached hereto, and (2) an adjustment to the Rent that NAI FCI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAIFCI, each in its sole and absolute discretion; (B) there must be no Event of Default continuing hereunder at the time of NAI’s FCI's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, FCI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI FCI must have agreed upon the Rent required for any extension of the Term, neither NAI FCI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent both FCI and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI FCI exercises its option to extend the Term as provided in this subparagraphParagraph, this Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will FCI shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.

Extension of the Term. The Term may be extended at the option of NAI for up to two successive periods of five years each; provided, however, that prior to each any such extension the following conditions must have been satisfied: (A) NAI must have delivered a notice of its election to exercise the option at least one hundred eighty ninety days prior to the end of the Term, and prior to the commencement of any such extension BNPPLC extension, BNPLC and NAI must have agreed in writing upon, and received the written consent and approval of BNPPLC’s BNPLC's Parent and all other Participants (other than Participants being replaced at the request of NAI as provided in Paragraph 6) to, to (1) a corresponding extension not only to the date for the expiration of the Term specified above in this Section, but also to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement and of the term of the Ground Lease(Phase II - Improvements), and (2) an adjustment to the Rent that NAI will be required to pay during for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term or any prior extensionTerm, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC BNPLC and NAI, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of NAI’s 's exercise of its option to extend, no Event of Default has occurred and is continuing, and no Event of Default will result from the extension; (C) prior to any such extension, NAI must have completed the Construction Project in accordance with the Construction Management Agreement and must not have made any Issue 97-10 Election; and (D) immediately prior to any such extension, this Improvements Lease must then remain in effect; and (D) if this Lease has been assigned by NAI, then NAI must have executed a guaranty (or confirmed an existing guaranty, if applicable), guaranteeing NAI’s assignee’s obligations under the Operative Documents throughout such extended Term. With respect to the condition that BNPPLC BNPLC and NAI must have agreed upon the Rent required for any extension of the Term, neither NAI nor BNPPLC BNPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Similarly, neither BNPPLC’s Parent nor any Participant is expected to submit itself to a risk of liability or loss of rights for being judged to have unreasonably withheld consent or approval to any extension of the Term. Accordingly, NAI, BNPPLC, BNPPLC’s Parent and Participants will each have sole and absolute discretion in making its determination, and both NAI and BNPPLC BNPLC hereby disclaim any obligation express or implied to be reasonable in negotiating the Rent for any such extension. Subject to the changes to the Rent and satisfaction payable during any extension of the other conditions listed Term as provided in this subparagraphParagraph, if NAI exercises its option to extend the Term as provided in this subparagraphParagraph, this Improvements Lease will shall continue in full force and effect, and the leasehold estate hereby granted to NAI will shall continue without interruption and without any loss of priority over other interests in or claims against the Property that may be created or arise after the Effective Date date hereof and before the extension.