EXHIBIT 10.5

    $85,000,000

LEASE AGREEMENT

BETWEEN

BNP PARIBAS LEASING CORPORATION

("BNPPLC")

AND

ROSS STORES, INC.

("Ross")

May 10, 2001

(Fort Mill, South Carolina)

TABLE OF CONTENTS

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Exhibits and Schedules

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LEASE AGREEMENT

    This LEASE AGREEMENT(this "Lease") is made and dated as of May 10, 2001 (the "Effective Date") by and between BNP PARIBAS LEASING CORPORATION, a Delaware corporation ("BNPPLC"), and ROSS STORES, INC., a Delaware corporation ("Ross").

RECITALS

    Contemporaneously with the execution of this Lease, BNPPLC and Ross are executing a Common Definitions and Provisions Agreement dated as of the Effective Date (the "Common Definitions and Provisions Agreement") which by this reference is incorporated into and made a part of this Lease for all purposes. As used in this Lease, capitalized terms defined in the Common Definitions and Provisions Agreement and not otherwise defined in this Lease are intended to have the respective meanings assigned to them in the Common Definitions and Provisions Agreement.

    Pursuant to the Acquisition Contract, which covers the Land described in Exhibit, BNPPLC is acquiring the Land and any appurtenances thereto and all existing Improvements thereon from Seller contemporaneously with the execution of this Lease.

    In anticipation of BNPPLC's acquisition of the Land and the existing Improvements thereon under the Acquisition Contract, BNPPLC and Ross have reached agreement as to the terms and conditions upon which BNPPLC is willing to lease the Land and the existing Improvements and the Improvements to be constructed on the Land as hereinafter provided, and by this Lease BNPPLC and Ross desire to evidence such agreement.

GRANTING CLAUSES

    BNPPLC does hereby LEASE, DEMISE and LET unto Ross for the term hereinafter set forth all right, title and interest of BNPPLC, now owned or hereafter acquired, in and to:

    (1) the Land;

    (1) any and all Improvements;

    (1) all easements and other rights appurtenant to the Improvements, whether now owned or hereafter acquired by BNPPLC; and

    (1) (A) any land lying within the right-of-way of any street, open or proposed, adjoining the Land, (B) any sidewalks and alleys adjacent to the Land and (C) any strips and gores between the Land and any abutting land not owned or leased by BNPPLC.

BNPPLC's interest in all property described in clauses (1) through (4) above are hereinafter referred to collectively as the "Real Property".

    To the extent, but only to the extent, that assignable rights or interests in, to or under the following have been or will be acquired by BNPPLC under the Acquisition Contract or acquired by BNPPLC pursuant to Paragraph below, BNPPLC also hereby grants and assigns to Ross for the term of this Lease the right to use and enjoy (and, in the case of contract rights, to enforce) such rights or interests of BNPPLC:

    (a) any goods, equipment, furnishings, furniture and other tangible and intangible (including, without limitation, rights in software) personal property of whatever nature that are located on the Land and all renewals or replacements of or substitutions for any of the foregoing, including, without limitation, all property listed on Schedule I of each Construction Advance Request Form delivered in accordance with the Construction Management Agreement;

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    (b) the benefits, if any, conferred upon the owner of the Real Property by the Permitted Encumbrances and Development Documents; and

    (c) any permits, licenses, franchises, certificates, and other rights and privileges against third parties related to the Real Property.

Such rights and interests of BNPPLC, whether now existing or hereafter arising, are hereinafter collectively called the "Personal Property". The Real Property and the Personal Property are hereinafter sometimes collectively called the "Property."

    However, the leasehold estate conveyed hereby and Ross's rights hereunder are expressly made subject and subordinate to the terms and conditions of this Lease, to the Permitted Encumbrances, and to any other claims or encumbrances not constituting Liens Removable by BNPPLC.

GENERAL TERMS AND CONDITIONS

    The Property is leased by BNPPLC to Ross and is accepted and is to be used and possessed by Ross upon and subject to the following terms and conditions:

1.  TERM.

2.  

    (a)  Scheduled Term.  The term of this Lease (the "Term") shall commence on and include the Effective Date, and end on the first Business Day of May, 2006, unless sooner terminated as expressly herein provided.

    (b)    

    (c)  Automatic Termination as of the Base Rent Commencement Date Resulting From an Election by Ross to Terminate the Purchase Option and Ross's Initial Remarketing Rights and Obligations.  If Ross terminates the Purchase Option and Ross's Initial Remarketing Rights and Obligations prior to the Base Rent Commencement Date pursuant to subparagraph 4(B) of the Purchase Agreement, then this Lease shall terminate automatically on the Base Rent Commencement Date. Just as any such termination of the Purchase Option and Ross's Initial Remarketing Rights and Obligations shall be subject to the condition (set forth in subparagraph 4(B) of the Purchase Agreement) that Ross pay an Issue 97-10 Prepayment to BNPPLC, so too will the termination of this Lease pursuant to this subparagraph be subject the condition that Ross make the Issue 97-10 Prepayment to BNPPLC.

    (d)    

    (e)  Election by BNPPLC to Terminate After an Issue 97-10 Election.  By notice to Ross BNPPLC shall be entitled to terminate this Lease, as BNPPLC deems appropriate in its sole and absolute discretion, at any time after receiving a notice given by Ross to make any Issue 97-10 Election. Upon any termination of this Lease by BNPPLC pursuant to this subparagraph, Ross shall become obligated to pay to BNPPLC an Issue 97-10 Prepayment, which obligation will survive the termination of this Lease.

    (f)    

    (g)  Election by Ross to Terminate After Accelerating the Designated Sale Date.  Provided Ross has not made any Issue 97-10 Election, Ross shall be entitled to accelerate the Designated Sale Date (and thus accelerate the purchase of BNPPLC's interest in the Property by Ross or by an Applicable Purchaser pursuant to the Purchase Agreement) by sending a notice to BNPPLC as provided in clause (2) of the definition of "Designated Sale Date" in the Common Definitions and Provisions Agreement. In the event, because of Ross's election to so accelerate the Designated Sale Date or for

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any other reason, the Designated Sale Date occurs before the end of the scheduled Term, Ross may terminate this Lease on or after the Designated Sale Date; provided, however, as a condition to any such termination by Ross, Ross must have done the following prior to the termination:

     (i) purchased or caused an Applicable Purchaser to purchase the Property pursuant to the Purchase Agreement and satisfied all of Ross's other obligations under the Purchase Agreement;

     (i) paid to BNPPLC all Base Rent, all Commitment Fees and all other Rent due on or before or accrued through the Designated Sale Date; and

     (i) paid any Breakage Costs or Fixed Rate Settlement Amount caused by BNPPLC's sale of the Property pursuant to the Purchase Agreement.

    (a)  Extension of the Term.  The Term may be extended at the option of Ross for two successive periods of five years each; provided, however, that prior to any such extension the following conditions must have been satisfied: (A) at least one hundred eighty days prior to the commencement of any such extension, BNPPLC and Ross must have agreed in writing upon, and received the consent and approval of BNPPLC's Parent and all other Participants to (1) a corresponding extension to the date specified in clause (1) of the definition of Designated Sale Date in the Common Definitions and Provisions Agreement, and (2) an adjustment to the Rent that Ross will be required to pay for the extension, it being expected that the Rent for the extension may be different than the Rent required for the original Term, and it being understood that the Rent for any extension must in all events be satisfactory to both BNPPLC and Ross, each in its sole and absolute discretion; (B) no Event of Default shall have occurred and be continuing at the time of Ross's exercise of its option to extend; (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 remain in effect. With respect to the condition that BNPPLC and Ross must have agreed upon the Rent required for any extension of the Term, neither Ross nor BNPPLC is willing to submit itself to a risk of liability or loss of rights hereunder for being judged unreasonable. Accordingly, both 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 payable during any extension of the Term as provided in this Paragraph, if Ross exercises its option to extend the Term as provided in this Paragraph, this Lease shall continue in full force and effect, and the leasehold estate hereby granted to 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 date hereof and before the extension.

1.  USE AND CONDITION OF THE PROPERTY.

2.  

    (a)  Use.  Subject to the Permitted Encumbrances, the Development Documents and the terms hereof, Ross may use and occupy the Property during the Term, but only for the following purposes and other lawful purposes incidental thereto:

     (i) construction and development of the Construction Project;

     (i) administrative and office space;

     (i) research and development, production, assembly, distribution and warehousing, in each case of products that are of substantially the same type and character as those regularly sold by Ross in the ordinary course of its business as of the Effective Date;

     (i) cafeteria, library and other support facilities that Ross may provide to its employees; and

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    (vi) other lawful purposes (including research and development or production of products that are not of substantially the same type and character as those regularly sold by Ross in the ordinary course of its business as of the Effective Date) approved in advance and in writing by BNPPLC, which approval will not be unreasonably withheld after completion of the Construction Project (but Ross acknowledges that BNPPLC's withholding of such approval shall be reasonable if BNPPLC determines in good faith that (1) giving the approval may materially increase BNPPLC's risk of liability for any existing or future environmental problem, or (2) giving the approval is likely to substantially increase BNPPLC's administrative burden of complying with or monitoring Ross's compliance with the requirements of this Lease or other Operative Documents).

    (a)  Condition of the Property.  

    (b) Ross acknowledges that it has carefully and fully inspected the Property and accepts the Property in its present state, AS IS, and without any representation or warranty, express or implied, as to the condition of such property or as to the use which may be made thereof. Ross also accepts the Property without any covenant, representation or warranty, express or implied, by BNPPLC or its Affiliates regarding the title thereto or the rights of any parties in possession of any part thereof, except as expressly set forth in Paragraph. BNPPLC shall not be responsible for any latent or other defect or change of condition in the Land or in Improvements, fixtures and personal property forming a part of the Property or for any violations with respect thereto of Applicable Laws. Further, BNPPLC shall not be required to furnish to Ross any facilities or services of any kind, including water, steam, heat, gas, air conditioning, electricity, light or power.

    (c)    

    (d)  Consideration for and Scope of Waiver.  The provisions of subparagraph above have been negotiated by BNPPLC and Ross after due consideration for the Rent payable hereunder and are intended to be a complete exclusion and negation of any representations or warranties of BNPPLC or its Affiliates, express or implied, with respect to the Property that may arise pursuant to any law now or hereafter in effect or otherwise, except as expressly set forth herein.

    (e)    

    (f)  However, such exclusion of representations and warranties by BNPPLC is not intended to impair any representations or warranties made by other parties, the benefit of which may pass to Ross during the Term because of the definition of Personal Property and Property above.

    (g)    

2.  RENT.

3.  

    (a)  Base Rent Generally.  On the Base Rent Commencement Date and on each Base Rent Date through the end of the Term, Ross shall pay BNPPLC rent ("Base Rent"). Each payment of Base Rent must be received by BNPPLC no later than 10:00 a.m. (Pacific time) on the date it becomes due; if received after 10:00 a.m. (Pacific time) it will be considered for purposes of this Lease as received on the next following Business Day. At least five days prior to any Base Rent Commencement Date or Base Rent Date upon which an installment of Base Rent shall become due, BNPPLC shall notify Ross in writing of the amount of each installment, calculated as provided below. Any failure by BNPPLC to so notify Ross, however, shall not constitute a waiver of BNPPLC's right to payment, but absent such notice Ross shall not be in default hereunder for any underpayment resulting therefrom if Ross, in good faith, reasonably estimates the payment required, makes a timely payment of the amount so

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estimated and corrects any underpayment within three Business Days after being notified by BNPPLC of the underpayment.

    (a)  Calculation of and Due Dates for Base Rent.  Payments of Base Rent shall be calculated and become due as follows:

    (b)    

    (i)  Amount Payable On the Base Rent Commencement Date.  The Base Rent payable on the Base Rent Commencement Date shall equal the difference (if any) between (a) the total amount that would have been added to the Outstanding Construction Allowance as Carrying Costs on such date if not for the limit set forth in subparagraph, and (b) the Carrying Costs actually added on such date to the Outstanding Construction Allowance, consistent with the limit set forth in subparagraph.

    (i)  Determination of Payment Due Dates, After the Base Rent Commencement Date, Generally.  For all Base Rent Periods subject to a Base Rent Period Election of one month or three months, Base Rent shall be due in one installment on the Base Rent Date upon which the Base Rent Period ends. For Base Rent Periods subject to a Base Rent Period Election of six months, Base Rent shall be payable in two installments, with the first installment becoming due on the Base Rent Date that occurs on the first Business Day of the third calendar month following the commencement of such Base Rent Period, and with the second installment becoming due on the Base Rent Date upon which the Base Rent Period ends.

    (i)  Special Adjustments to Base Rent Payment Dates and Periods.  Notwithstanding the foregoing, if Ross or any Applicable Purchaser purchases BNPPLC's interest in the Property pursuant to the Purchase Agreement, any accrued unpaid Base Rent and all outstanding Additional Rent shall be due on the date of purchase in addition to the purchase price and other sums due BNPPLC under the Purchase Agreement.

    (i)  Base Rent Formula.  Each installment of Base Rent payable for any Base Rent Period shall equal:

•

Stipulated Loss Value on the first day of such Base Rent Period, times



•

the sum of (a) the Spread in effect on the first day of such Base Rent Period and (b) the Effective Rate for the period from and including the preceding Base Rent Date to but not including the Base Rent Date upon which the installment is due, times



•

the number of days in the period from and including the preceding Base Rent Date to but not including the Base Rent Date upon which the installment is due, divided by



•

three hundred sixty.

    Assume, only for the purpose of illustration: that prior to the first day of such Base Rent Period the Construction Allowance has been fully funded, but Qualified Prepayments have been received by BNPPLC, leaving a Stipulated Loss Value of $15,000,000; that the sum of the Spread and the Effective Rate is six percent; and that such Base Rent Period contains exactly thirty days. Under such assumptions, the Base Rent for the hypothetical Base Rent Period will equal:

$15,000,000 × 6% × 30/360 = $75,000

    (i)  Fixed Rate Lock.  At any time during the Term, Ross may deliver a notice in the form attached to this Lease as Exhibit D (a "Fixed Rate Lock Notice"), requesting that BNPPLC establish a fixed rate for use in the calculation of the Effective Rate hereunder (a "Fixed Rate Lock") for all Base Rent Periods commencing on or after a date specified in such notice (the "Fixed Rate Lock Date"). Promptly after receiving a Fixed Rate Lock Notice, BNPPLC will enter

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into an Interest Rate Swap with BNP Paribas (the "First Interest Rate Swap"); except that BNPPLC may decline to enter into the First Interest Rate Swap and to establish a Fixed Rate Lock, if:

    a)  Ross does not deliver the Fixed Rate Lock Notice to BNPPLC at least three Business days prior to the Fixed Rate Lock Date specified therein;

    a)  Ross specifies a Fixed Rate Lock Date in the Fixed Rate Lock Notice that is (i) not the first Business Day of a calendar month which falls after the Projected Base Rent Commencement Date, or (ii) prior to the end of any Base Rent Period that has commenced before BNPPLC receives the Fixed Rate Lock Notice, or (iii) less than ten days prior to the date upon which BNPPLC receives the Fixed Rate Lock Notice;

    a)  any notice has been given to accelerate the Designated Sale Date as provided in the definition thereof in the Common Definitions and Provisions Agreement;

    a)  the estimate of the Fixed Rate (First Swap) (hereinafter defined) specified by Ross in the Fixed Rate Lock Notice is for any reason less than the fixed rate available to BNPPLC under any Interest Rate Swap proposed by BNP Paribas;

    a)  at the time the Fixed Rate Lock Notice is given, the First Interest Rate Swap requested thereby is contrary to any applicable law, rule or regulation, or any interpretation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (including, without limitation, any such requirement imposed by the Board of Governors of the United States Federal Reserve System); or

    a)  any event has occurred or circumstance exists that constitutes an Event of Default or a CMA Termination Event or that would, with the giving of notice or passing of time or both, constitute an Event of Default or a CMA Termination Event.

The notional principal amount of the First Interest Rate Swap will equal the amount that Ross in good faith estimates will equal the Stipulated Loss Value on the Fixed Rate Lock Date (the "Estimated SLV"); provided, that if the Fixed Rate Lock Notice is given on or after the Base Rent Commencement Date, such amount will not exceed the Stipulated Loss Value on the date such notice is given; and, provided further, that in no event will such amount exceed the sum of the Maximum Construction Allowance and the Initial Construction Advance. The fixed rate used to calculate payments required of BNPPLC under the First Interest Rate Swap, as the counterparty designated the fixed rate payor, shall constitute the "Fixed Rate (First Swap)" (herein so called) for purposes of this Lease.

    (i)  Interest Rate Swap to Cover Gap.  If a Fixed Rate Lock is established on or prior to the Base Rent Commencement Date, BNPPLC will, on a date that is after the Base Rent Commencement Date and prior to the Fixed Rate Lock Date, enter into a second Interest Rate Swap with BNP Paribas (the "Second Interest Rate Swap") in order to establish a fixed rate for use in the calculation of the Effective Rate hereunder for all Base Rent Periods commencing on or after the Fixed Rate Lock Date. The notional amount of the Second Interest Rate Swap will equal the excess projected by BNPPLC of the Stipulated Loss Value on the Fixed Rate Lock Date over the notional amount of the First Interest Rate Swap on the Fixed Rate Lock Date. The fixed rate used to calculate payments required of BNPPLC under such Second Interest Rate Swap, as the counterparty designated the fixed rate payor, shall constitute the "Fixed Rate (Second Swap)"

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(herein so called) for purposes of this Lease. Notwithstanding the foregoing, BNPPLC will not be required to enter into the Second Interest Rate Swap as described in this subparagraph if:

    a)  BNPPLC expects that the Stipulated Loss Value on the Fixed Rate Lock Date is or will be equal to or less than the notional amount of the First Interest Rate Swap on the Fixed Rate Lock Date;

    a)  the Fixed Rate Lock has been terminated as hereinafter provided;

    a)  any notice has been given to accelerate the Designated Sale Date as provided in the definition thereof in the Common Definitions and Provisions Agreement;

    a)  the Second Interest Rate Swap is contrary to any applicable law, rule or regulation, or any interpretation thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (including, without limitation, any such requirement imposed by the Board of Governors of the United States Federal Reserve System); or

    a)  any event has occurred or circumstance exists that constitutes an Event of Default or a CMA Termination Event or that would, with the giving of notice or passing of time or both, constitute an Event of Default or a CMA Termination Event.

    (a)  Early Termination of a Fixed Rate Lock.  After a Fixed Rate Lock is established, BNPPLC may cause or suffer a termination in whole or in part of the First Interest Rate Swap and/or the Second Interest Rate Swap in the event that (i) Ross fails to make any payment of Base Rent required hereunder on the Base Rent Date when it first becomes due, (ii) the Designated Sale Date occurs before the date specified in clause (1) of the definition thereof in the Common Definitions and Provisions Agreement, (iii) for any reason a Qualified Prepayment is applied to reduce Stipulated Loss Value, (iv) Stipulated Loss Value on the Fixed Rate Lock Date is less than the sum of the notional amounts of all Interest Rate Swaps in effect on the Fixed Rate Lock Date for any reason, or (v) Stipulated Loss Value on the Fixed Rate Lock Date is more than the notional amount of the First Interest Rate Swap on the Fixed Rate Lock Date, but the conditions set forth in the preceding subparagraph to BNPPLC's obligation to enter into a Second Interest Swap (having a notional amount equal to the difference) are not satisfied for any reason. Ross must reimburse to BNPPLC any Fixed Rate Settlement Amount charged to BNPPLC in connection with such a termination, and if the termination is a complete, rather than a partial, termination of all Interest Rate Swaps then in effect, it will for purposes of this Lease constitute a termination of the Fixed Rate Lock itself. Further, if BNPPLC is charged penalties or interest because of its failure to make a timely payment required under an Interest Rate Swap, and if BNPPLC's failure to make the timely payment was caused by Ross's failure to make a timely payment of Base Rent or other amounts due hereunder or under other Operative Documents, then such penalties or interest shall constitute Losses against which BNPPLC is entitled to be indemnified pursuant to subparagraph.

    (b)    

    (c) If a Fixed Rate Lock is terminated as provided in this subparagraph, Ross shall have no right to require BNPPLC to enter into another Interest Rate Swap in order to establish a new fixed rate.

    (d)    

    (e)  Additional Rent.  All amounts which Ross is required to pay to or on behalf of BNPPLC pursuant to this Lease, together with every charge, premium, interest and cost set forth herein which may be added for nonpayment or late payment thereof, shall constitute rent (all such amounts, other than Base Rent, are herein called "Additional Rent", and together Base Rent and Additional Rent are herein sometimes called "Rent").

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    (f)    

    (g)  Arrangement Fee.  Upon execution and delivery of this Lease by BNPPLC, an Arrangement Fee (the "Arrangement Fee") will be paid to BNPPLC from the Initial Funding Advance (and thus be included in Stipulated Loss Value) in the amount provided in the letter dated as of December 4, 2000, from BNPPLC to Ross.

    (h)    

    (i)  Commitment Fees.  For each Construction Period, fees ("Commitment Fees") from Construction Advances made pursuant to the Construction Management Agreement shall accrue as follows:

    (j)    

    (i)  For each Construction Period ending before the first anniversary of the Effective Date, Commitment Fees shall equal:

•

fifteen basis points (15/100 of 1%), times an amount equal to:

    a)  the First Year Commitment, less

    a)  the Funded Construction Allowance on the first day of such Construction Period; plus

•

twenty five basis points (25/100 of 1%), times an amount equal to:

    a)  the Maximum Construction Allowance, less

    a)  the greater of (I) the First Year Commitment, or (II) the Funded Construction Allowance on the first day of such Construction Period; times

•

the number of days in such Construction Period; divided by



•

three hundred sixty.

    (i)  For each Construction Period ending on or after the first anniversary of the Effective Date, Commitment Fees shall equal:

•

twenty five basis points (25/100 of 1%), times an amount equal to:

    a)  the Maximum Construction Allowance (as reduced on the day prior to the first anniversary of the Effective Date, to the extent required by the proviso in the definition thereof in the Common Definitions and Provisions Agreement), less

    a)  the Funded Construction Advances on the first day of such Construction Period; times

•

the number of days in such Construction Period; divided by



•

three hundred sixty.

Ross shall pay accrued and unpaid Commitment Fees in arrears on the first Business Day of January, April, July, and October of each calendar year, beginning with the first Business Day of July, 2001 and continuing regularly throughout the Term so long as Commitment Fees have accrued and remain unpaid. However, if any Commitment Fees shall have accrued and remain unpaid on the Designated Sale Date, such accrued unpaid Commitment Fees shall be due on the Designated Sale Date.

    (a)  Administrative Agency Fees.  Upon execution and delivery of this Lease by BNPPLC, an administrative agency fee (an "Administrative Agency Fee") will be paid to BNPPLC from the Initial Funding Advance (and thus be included in Stipulated Loss Value) in the amount provided in the letter

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dated as of December 4, 2000, from BNPPLC to Ross. Also, on each anniversary of the date hereof, Ross shall pay to BNPPLC an administrative agency fee (also, an "Administrative Agency Fee") in the amount set forth in the letter agreement dated as of December 4, 2000, from BNPPLC to Ross.

    (b)    

    (c)  Upfront Fees.  Ross will pay to BNPPLC an upfront syndication fee (an "Upfront Syndication Fee") equal to ten basis points (10/100 of 1%) times the total dollar amount of any commitment transferred from BNPPLC to any Participant (other than an Affiliate of BNPPLC) that becomes a party to the Participation Agreement by executing such agreement or one or more supplements as provided therein. The Upfront Syndication Fee payable with respect to any currency commitment transferred from BNPPLC under the Participation Agreement will be due when BNPPLC provides Ross a copy of the documents that accomplish the transfer, it being understood that such transfers may take place after the execution of this Lease.

    (d)    

    (e)  Issue 97-10 Prepayments.  Following any Issue 97-10 Election or any CMA Termination Event under (and as defined in) the Construction Management Agreement, Ross shall make an Issue 97-10 Prepayment to BNPPLC within three Business Days after receipt of any demand for such a payment. BNPPLC may demand an Issue 97-10 Prepayment pursuant to this subparagraph at any time and from time to time (as Project Costs increase) after any Issue 97-10 Election or CMA Termination Event.

    (f)    

    (g)  No Demand or Setoff.  Except as expressly provided herein, Ross shall pay all Rent without notice or demand and without counterclaim, deduction, setoff or defense.

    (h)    

    (i)  Default Interest and Order of Application.  All Rent shall bear interest, if not paid when first due, at the Default Rate in effect from time to time from the date due until paid; provided, that nothing herein contained will be construed as permitting the charging or collection of interest at a rate exceeding the maximum rate permitted under Applicable Laws. BNPPLC shall be entitled to apply any amounts paid by or on behalf of Ross against any Rent then past due in the order the same became due or in such other order as BNPPLC may elect.

    (j)    

2.  NATURE OF THIS AGREEMENT.

3.  

    (a)  "Net" Lease Generally.  Subject only to the exceptions listed in subparagraph below, it is the intention of BNPPLC and Ross that Base Rent, the Arrangement Fees, Administrative Agency Fees, Commitment Fees, the Upfront Syndication Fees, and other payments herein specified shall be absolutely net to BNPPLC and that Ross shall pay all costs, expenses and obligations of every kind relating to the Property or this Lease which may arise or become due, including: (i) any taxes payable by virtue of BNPPLC's receipt of amounts paid to or on behalf of BNPPLC in accordance with Paragraph; (ii) any amount for which BNPPLC is or becomes liable with respect to the Permitted Encumbrances or the Development Documents; and (iii) any costs incurred by BNPPLC (including Attorneys' Fees) because of BNPPLC's acquisition or ownership of any interest in the Property or because of this Lease or the transactions contemplated herein.

    (b)    

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    (c)  No Termination.  Except as expressly provided in this Lease itself, this Lease shall not terminate, nor shall Ross have any right to terminate this Lease, nor shall Ross be entitled to any abatement of the Rent, nor shall the obligations of Ross under this Lease be excused, for any reason whatsoever, including any of the following: (i) any damage to or the destruction of all or any part of the Property from whatever cause, (ii) the taking of the Property or any portion thereof by eminent domain or otherwise for any reason, (iii) the prohibition, limitation or restriction of Ross's use or development of all or any portion of the Property or any interference with such use by governmental action or otherwise, (iv) any eviction of Ross or of anyone claiming through or under Ross, (v) any default on the part of BNPPLC under this Lease or under any other agreement to which BNPPLC and Ross are parties, (vi) the inadequacy in any way whatsoever of the design, construction, assembly or installation of any improvements, fixtures or tangible personal property included in the Property (it being understood that BNPPLC has not made, does not make and will not make any representation express or implied as to the adequacy thereof), (vii) any latent or other defect in the Property or any change in the condition thereof or the existence with respect to the Property of any violations of Applicable Laws, (viii) any breach by Seller of the Acquisition Contract or other agreements or promises or representations made in connection with the Acquisition Contract, or (ix) any other cause whether similar or dissimilar to the foregoing. It is the intention of the parties hereto that the obligations of Ross hereunder shall be separate and independent of the covenants and agreements of BNPPLC, that Base Rent and all other sums payable by Ross hereunder shall continue to be payable in all events and that the obligations of Ross hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated or limited pursuant to an express provision of this Lease. Without limiting the foregoing, Ross waives to the extent permitted by Applicable Laws, except as otherwise expressly provided herein, all rights to which Ross may now or hereafter be entitled by law (including any such rights arising because of any implied "warranty of suitability" or other warranty under Applicable Laws) (i) to quit, terminate or surrender this Lease or the Property or any part thereof or (ii) to any abatement, suspension, deferment or reduction of the Rent.

    However, nothing in this subparagraph shall be construed as a waiver by Ross of any right Ross may have at law or in equity to the following remedies, whether because of BNPPLC's failure to remove a Lien Removable by BNPPLC or because of any other default by BNPPLC under this Lease that continues beyond the period for cure provided in Paragraph: (i) the recovery of monetary damages, (ii) injunctive relief in case of the violation, or attempted or threatened violation, by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Lease which are binding upon BNPPLC (including the confidentiality provisions set forth in subparagraph below), or (iii) a decree compelling performance by BNPPLC of any of the express covenants, agreements, conditions or provisions of this Lease which are binding upon BNPPLC.

    (a)  Tax Reporting.  BNPPLC and Ross shall report this Lease and the Purchase Agreement for federal income tax purposes as a conditional sale unless prohibited from doing so by the Internal Revenue Service. If the Internal Revenue Service shall challenge BNPPLC's characterization of this Lease and the Purchase Agreement as a conditional sale for federal income tax reporting purposes, BNPPLC shall notify Ross in writing of such challenge and consider in good faith any reasonable suggestions by Ross about an appropriate response. In any event, Ross shall (subject only to the limitations set forth in this subparagraph) indemnify and hold harmless BNPPLC from and against all liabilities, costs, additional taxes (other than Excluded Taxes) and other expenses that may arise or become due because of such challenge or because of any resulting recharacterization required by the Internal Revenue Service, including any additional taxes that may become due upon any sale under the Purchase Agreement to the extent (if any) that such additional taxes are not offset by tax savings resulting from additional depreciation deductions or other tax benefits to BNPPLC of the recharacterization. If BNPPLC receives a written notice of any challenge by the Internal Revenue Service that BNPPLC believes will be covered by this Paragraph, then BNPPLC shall promptly furnish a copy of such notice to Ross. The failure to so provide a copy of the notice to Ross shall not excuse

13

Ross from its obligations under this Paragraph; provided, that if none of the officers of Ross and none of the employees of Ross responsible for tax matters are aware of the challenge described in the notice and such failure by BNPPLC renders unavailable defenses that Ross might otherwise assert, or precludes actions that Ross might otherwise take, to minimize its obligations hereunder, then Ross shall be excused from its obligation to indemnify BNPPLC against liabilities, costs, additional taxes and other expenses, if any, which would not have been incurred but for such failure. For example, if BNPPLC fails to provide Ross with a copy of a notice of a challenge by the Internal Revenue Service covered by the indemnities set out in this Lease and Ross is not otherwise already aware of such challenge, and if as a result of such failure BNPPLC becomes liable for penalties and interest covered by the indemnities in excess of the penalties and interest that would have accrued if Ross had been promptly provided with a copy of the notice, then Ross will be excused from any obligation to BNPPLC to pay the excess.

    (b)    

    (c)  Characterization of this Lease.  

    (d)    

     (i) Both Ross and BNPPLC intend that (A) for the purposes of determining the proper accounting for this Lease under GAAP with respect to Ross, BNPPLC will be treated as the owner and lessor of the Property and Ross will be treated as the lessee of the Property and (B) for income tax purposes and commercial law (including bankruptcy) and regulatory purposes, (1) this Lease and the other Operative Documents shall be treated as a financing arrangement, (2) BNPPLC will be deemed a lender making loans to Ross in the aggregate principal amount equal to Stipulated Loss Value, which loans are secured by the Property, and (3) Ross shall be treated as the owner of the Property and will be entitled to, inter alia, all tax benefits available to the owner of the Property. Without limiting the generality of the foregoing, Ross and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning Ross or BNPPLC and in other contexts. Accordingly, Ross and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting Ross or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents shall be characterized and treated as loans made to Ross by BNPPLC, as unrelated third party lender to Ross, secured by the Property.

     (i) The parties hereto intend that this Lease constitutes a "finance lease" and not a "consumer lease" under Article 2A of the UCC and Ross hereby waives the provisions of UCC Sections 2A 401 through 403 inclusive and Section 508, and acknowledge that under no circumstances shall this Lease be subject to repudiation by Ross.

     (i) Notwithstanding the foregoing, Ross acknowledges and agrees that none of BNPPLC or the other Interested Parties has made, or shall be deemed to have made, in the Operative Documents or otherwise, any representations or warranties concerning how this Lease and the other Operative Documents will be characterized or treated under applicable accounting rules, tax, bankruptcy, regulatory, commercial or any other rules or concerning the tax, accounting or legal characteristics of the Operative Documents. Ross further acknowledges and agrees that it has, as it deemed appropriate, obtained from and relied upon its own professional accountants, counsel and other advisors for such tax, accounting and legal advice concerning the Operative Documents.

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     (i) In any event, Ross must indemnify and hold harmless BNPPLC from and against all liabilities, costs, additional taxes and other expenses that may arise or become due because of any refusal of US taxing authorities to recognize and give effect to the intention of the parties as set forth in subparagraph (including any additional income or capital gains tax that may become due because of payments to BNPPLC of the purchase price upon any sale under the Purchase Agreement) because of the insistence of such taxing authorities that BNPPLC be treated as the "true owner" of the Property for tax purposes, to the extent (if any) that such liabilities, costs, additional taxes and other expenses are not offset by tax savings to BNPPLC resulting from additional depreciation deductions or other tax benefits available to BNPPLC as a result of the position taken by such taxing authorities.

1.  PAYMENT OF EXECUTORY COSTS AND LOSSES RELATED TO THE PROPERTY.

2.  

    (a)  Impositions.  Subject only to the exceptions listed in subparagraph below, Ross shall pay or cause to be paid prior to delinquency all ad valorem taxes assessed against the Property and other Impositions. If requested by BNPPLC from time to time, Ross shall furnish BNPPLC with receipts showing payment of all Impositions prior to the applicable delinquency date therefor.

    (b)  

    (c)  Notwithstanding the foregoing, Ross may in good faith, by appropriate proceedings, contest the validity, applicability or amount of any asserted Imposition, and pending such contest Ross shall not be deemed in default under any of the provisions of this Lease because of the Imposition if (1) Ross diligently prosecutes such contest to completion in a manner reasonably satisfactory to BNPPLC, and (2) Ross promptly causes to be paid any amount adjudged by a court of competent jurisdiction to be due, with all costs, penalties and interest thereon, promptly after such judgment becomes final; provided, however, in any event each such contest shall be concluded and the contested Impositions must be paid by Ross prior to the earlier of (i) the date that any criminal prosecution is instituted or overtly threatened against BNPPLC or its directors, officers or employees because of the nonpayment thereof or (ii) the date any writ or order is issued under which any property owned or leased by BNPPLC (including the Property) may be seized or sold or any other action is taken against BNPPLC or against any property owned or leased by BNPPLC because of the nonpayment thereof, or (iii) any Designated Sale Date upon which, for any reason, Ross or an Affiliate of Ross or any Applicable Purchaser shall not purchase BNPPLC's interest in the Property pursuant to the Purchase Agreement for a price to BNPPLC (when taken together with any additional payments made by Ross pursuant to Paragraph 1(A)(2) of the Purchase Agreement, in the case of a purchase by an Applicable Purchaser) equal to the Break Even Price.

    (d)  

    (e)  Increased Costs; Capital Adequacy Charges.  Subject only to the exceptions listed in subparagraph below:

    (f)    

     (i) If after the Effective Date there shall be any increase in the cost to BNPPLC's Parent or any other Participant agreeing to make or making, funding or maintaining advances to BNPPLC in connection with the Property because of any Banking Rules Change, then Ross shall from time to time, pay to BNPPLC for the account of BNPPLC's Parent or such other Participant, as the case may be, additional amounts sufficient to compensate BNPPLC's Parent or the Participant for such increased cost. A certificate as to the amount of such increased cost, submitted to BNPPLC and

15

Ross by BNPPLC's Parent or the other Participant, shall be conclusive and binding upon Ross, absent clear and demonstrable error.

     (i) BNPPLC's Parent or any other Participant may demand additional payments ("Capital Adequacy Charges") if BNPPLC's Parent or the other Participant determines that any Banking Rules Change affects the amount of capital to be maintained by it and that the amount of such capital is increased by or based upon the existence of advances made or to be made to BNPPLC to permit BNPPLC to maintain BNPPLC's investment in the Property or to make Construction Advances. To the extent that BNPPLC's Parent or another Participant demands Capital Adequacy Charges as compensation for the additional capital requirements reasonably allocable to such investment or advances, Ross shall pay to BNPPLC for the account of BNPPLC's Parent or the other Participant, as the case may be, the amount so demanded.

     (i) Notwithstanding the foregoing provisions of this subparagraph, Ross shall not be obligated pay any claim for compensation pursuant to this subparagraph arising or accruing more than six months prior to the date Ross is notified that BNPPLC or a Participant intends to make the claim; provided, however, that Ross shall not be excused by this subparagraph from providing such compensation for any period during which notice on behalf of BNPPLC or the Participant, as the case may be, could not be provided because of the retroactive application of the statute, regulation or other basis for the claim.

     (i) Any amount required to be paid by Ross under this subparagraph shall be due fifteen days after a notice requesting such payment is received by Ross.

    (a)  Ross's Payment of Other Losses; General Indemnification.  Subject only to the exceptions listed in subparagraph below:

    (b)  

     (i) All Losses (including Environmental Losses) asserted against or incurred or suffered by BNPPLC or other Interested Parties at any time and from time to time by reason of, in connection with or arising out of (A) their ownership or alleged ownership of any interest in the Property or the Rents, (B) the use and operation of the Property, (C) the negotiation, administration or enforcement of the Operative Documents, (D) the making of Funding Advances, (E) the Construction Project, (F) the breach by Ross of this Lease or any other document executed by Ross in connection herewith, (G) any failure of the Property or Ross itself to comply with Applicable Laws, (H) Permitted Encumbrances, (I) Hazardous Substance Activities, including those occurring prior to Effective Date, (J) any obligations under the Acquisition Contract that survive the closing under the Acquisition Contract, (K) any Interest Rate Swaps that BNPPLC enters into as described in subparagraphs and of this Lease (but excluding from such Losses any Fixed Rate Settlement Amount that Ross must reimburse to BNPPLC pursuant to other provisions of this Lease), or (L) any bodily or personal injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever, shall be paid by Ross, and Ross shall indemnify and defend BNPPLC and other Interested Parties from and against all such Losses.

     (i) THE INDEMNITIES AND RELEASES PROVIDED HEREIN FOR THE BENEFIT OF BNPPLC AND OTHER INTERESTED PARTIES, INCLUDING THE INDEMNITY SET FORTH IN THE PRECEDING SUBPARAGRAPH, SHALL APPLY EVEN IF AND WHEN THE SUBJECT MATTERS OF THE INDEMNITIES AND RELEASES ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR STRICT LIABILITY OF BNPPLC OR ANOTHER INTERESTED PARTY. FURTHER, SUCH INDEMNITIES AND RELEASES WILL APPLY EVEN IF INSURANCE OBTAINED BY ROSS OR REQUIRED OF ROSS BY THIS LEASE OR OTHER OPERATIVE DOCUMENTS IS NOT ADEQUATE TO COVER LOSSES AGAINST OR FOR WHICH THE INDEMNITIES AND RELEASES ARE PROVIDED. ROSS'S LIABILITY,

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HOWEVER, FOR ANY FAILURE TO OBTAIN INSURANCE REQUIRED BY THIS LEASE OR OTHER OPERATIVE DOCUMENTS WILL NOT BE LIMITED TO LOSSES AGAINST WHICH INDEMNITIES ARE PROVIDED HEREIN, IT BEING UNDERSTOOD THAT SUCH INSURANCE IS INTENDED TO DO MORE THAN PROVIDE A SOURCE OF PAYMENT FOR LOSSES AGAINST WHICH BNPPLC AND OTHER INTERESTED PARTIES ARE ENTITLED TO INDEMNIFICATION BY THIS LEASE.

     (i) Costs and expenses for which Ross shall be responsible pursuant to this subparagraph will include reasonable appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, Uniform Commercial Code search fees, escrow fees and Attorneys' Fees incurred by BNPPLC with respect to the Property, whether such costs and expenses are incurred at the time of execution of this Lease or at any time during the Term. Such costs and expenses will also include Attorneys' Fees or other costs incurred to evaluate lien releases and other information submitted by Ross with requests for Construction Advances.

     (i) Ross's obligations under this subparagraph shall survive the termination or expiration of this Lease. Any amount to be paid by Ross under this subparagraph shall be due fifteen days after a notice requesting such payment is received by Ross.

     (i) If an Interested Party notifies Ross of any claim or proceeding included in, or any investigation or allegation concerning, Losses for which Ross is responsible pursuant to this subparagraph, Ross shall assume on behalf of the Interested Party and conduct with due diligence and in good faith the investigation and defense thereof and the response thereto with counsel selected by Ross, but reasonably satisfactory to the Interested Party; provided, that the Interested Party shall have the right to be represented by advisory counsel of its own selection and at its own expense; and provided further, that if any such claim, proceeding, investigation or allegation involves both Ross and the Interested Party and the Interested Party shall have reasonably concluded that there are legal defenses available to it which are inconsistent with or in addition to those available to Ross, then the Interested Party shall have the right to select separate counsel to participate in the investigation and defense of and response to such claim, proceeding, investigation or allegation on its own behalf, and Ross shall pay or reimburse the Interested Party for all Attorney's Fees incurred by the Interested Party because of the selection of such separate counsel. If Ross fails to assume promptly (and in any event within thirty days after being notified of the applicable claim, proceeding, investigation or allegation) the defense of the Interested Party, then the Interested Party may contest (or settle, with the prior consent of Ross, which consent will not be unreasonably withheld) the claim, proceeding, investigation or allegation at Ross's expense using counsel selected by the Interested Party. Moreover, if any such failure by Ross continues for sixty days or more after Ross is notified of any such claim, proceeding, investigation or allegation, the Interested Party may elect not to contest or continue contesting the same and instead, in accordance with the written advice of counsel, settle (or pay in full) all claims related thereto without Ross's consent and without releasing Ross from any obligations to the Interested Party under this subparagraph.

    (a)  Exceptions and Qualifications to Indemnities.  

    (b)  

     (i) BNPPLC acknowledges and agrees that nothing in subparagraph or the preceding subparagraphs of this Paragraph shall be construed to require Ross to pay or reimburse (w) any costs or expenses incurred by any Interested Party (including BNPPLC or any transferee of BNPPLC) to accomplish any Permitted Transfers described in clauses (2), (5), (6) or (8) of the definition thereof in the Common Definitions and Provisions Agreement, (x) Excluded Taxes, (y) Losses incurred or suffered by any Interested Party that are proximately caused by (and

17

attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered in connection with the execution of the Participation Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants may undertake before entering into the Participation Agreement. Further, without limiting BNPPLC's rights (as provided in other provisions of this Lease and other Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value, the Break Even Price and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value, the Break Even Price and the Maximum Permitted Prepayment, BNPPLC acknowledges and agrees that nothing in subparagraph or the preceding subparagraphs of this Paragraph shall be construed to require Ross to pay or reimburse an Interested Party for:

    a)  costs paid by BNPPLC with the proceeds of the Initial Funding Advance as part of the Transaction Expenses; or

    a)  Construction Advances, including costs and expenditures incurred or paid by or on behalf of BNPPLC after any Landlord's Election to Continue Construction, to the extent that such costs and expenditures are considered to be Construction Advances pursuant to subparagraph.

Further, if an Interested Party receives a written notice of Losses that such Interested Party believes are covered by the indemnity in subparagraph, then such Interested Party will be expected to promptly furnish a copy of such notice to Ross. The failure to so provide a copy of the notice to Ross shall not excuse Ross from its obligations under subparagraph; provided, that if Ross is unaware of the matters described in the notice and such failure renders unavailable defenses that Ross might otherwise assert, or precludes actions that Ross might otherwise take, to minimize its obligations, then Ross shall be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against the Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPPLC fails to provide Ross with a copy of a notice of an obligation covered by the indemnity set out in subparagraph and Ross is not otherwise already aware of such obligation, and if as a result of such failure BNPPLC becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if Ross had been promptly provided with a copy of the notice, then Ross will be excused from any obligation to BNPPLC (or any Affiliate of BNPPLC) to pay the excess.

     (i) Notwithstanding anything to the contrary in subparagraph or the preceding subparagraphs of this Paragraph, Ross's liability for payments required by the preceding subparagraphs of this Paragraph, and not excused by the preceding subparagraph, prior to substantial completion of the Construction Project ("Construction-Period Indemnity Payments") shall be subject to the following provisions:

    a)  Ross may decline to pay any Construction-Period Indemnity Payments other than the following (it being understood that Ross's payment of the following Construction-Period Indemnity Payments shall not be subject to any abatement or deferral by anything contained in this subparagraph):

    (1) Construction-Period Indemnity Payments eligible for reimbursement to Ross under the terms and conditions of the Construction Management Agreement; and

    (1) Construction-Period Indemnity Payments that constitute Absolute Construction Obligations.

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    a)  Any Construction-Period Indemnity Payment Ross is excused from paying by this subparagraph, together with interest thereon at the Default Rate, will be included in the calculation of the Break Even Price under (and as defined in) the Purchase Agreement.

1.  CONSTRUCTION.

2.  

    (a)  Construction Advances; Outstanding Construction Allowance.  The Construction Management Agreement entitles Ross to receive from BNPPLC—subject to the terms and conditions set forth in the Construction Management Agreement—Construction Advances on Advance Dates from time to time to pay or reimburse Ross for the costs of the Construction Project and certain other costs described in the Construction Management Agreement. In addition, BNPPLC may from time to time make expenditures or incur costs constituting Construction Advances after a Landlord's Election to Continue Construction as described in subparagraph. As used herein, references to the "Outstanding Construction Allowance" mean the difference on the date in question (but not less than zero) of (A) the total Construction Advances made by or on behalf of BNPPLC on or prior to the date in question, plus (B) all Carrying Costs added on or prior to the date in question, less (C) any funds received and applied as Qualified Prepayments on or prior to the date in question. Base Rent will not accrue for any Construction Period. But for each Construction Period charges ("Carrying Costs") shall accrue for each Construction Period as described below and will be added to (and thereafter be included in) the Outstanding Construction Allowance on the last day of such Construction Period (i.e., generally on the Advance Date upon which such Construction Period ends). However, if for any reason Stipulated Loss Value (and thus the Outstanding Construction Allowance included as a component thereof) must be determined as of any date between Advance Dates, the Outstanding Construction Allowance determined on such date shall include not only Carrying Costs added on or before the immediately preceding Advance Date computed as described below, but also Carrying Costs accruing on and after such preceding Advance Date to but not including the date in question.

    (a)  Calculation of Carrying Costs.  Subject to the limitations set forth in subparagraph 6(c), Carrying Costs accruing for any Construction Period shall equal:

    (b)    

•

the amount on the first day of such Construction Period of Stipulated Loss Value under (and as defined in) the Common Definitions and Provisions Agreement, times



•

the sum of (1) the Spread in effect on the first day of such Construction Period and (2) the Effective Rate for such Construction Period, times



•

the number of days in the period from and including the preceding Advance Date to but not including the Advance Date upon which the period ends, divided by



•

three hundred sixty.

    Assume, only for the purpose of illustration: that on the first day of a hypothetical Construction Period such Construction Period Combined Stipulated Loss Value is $15,000,000; that the sum of the Spread and the Effective Rate for such Construction Period is six percent; and that such Construction Period contains exactly thirty days. Under such assumptions, the Carrying Costs for the hypothetical Construction Period will equal:

$15,000,000 × 6% × 30/360 = $75,000

    (a)  Limits on the Amount of Carrying Costs Tied to Maximum Construction Allowance.  Notwithstanding the foregoing, because the Construction Allowance available to Ross under the Construction Management Agreement is limited in amount to the Maximum Construction Allowance,

19

and because Carrying Costs are to be charged against the Construction Allowance, Carrying Costs added to the Outstanding Construction Allowance on the Base Rent Commencement Date shall not exceed the amount that can be added without causing the Funded Construction Allowance to exceed the Maximum Construction Allowance. If, because of an extension of the Base Rent Commencement Date by BNPPLC (as described in the definition thereof in the Common Definitions and Provisions Agreement) or because of any Landlord's Election to Continue Construction, the Funded Construction Allowance already exceeds the Maximum Construction Allowance, then no Carrying Costs will be added to the Outstanding Construction Allowance on the Base Rent Commencement Date.

    (b)  

    (c)  Ross's Right to Control the Construction Project.  Subject to BNPPLC's rights under subparagraph of this Lease, the Construction Management Agreement grants to Ross the sole right and responsibility for designing and constructing the Construction Project, it being understood that although title to all Improvements will pass directly to BNPPLC (as more particularly provided in Paragraph), BNPPLC's obligation with respect to the Construction Project shall be limited to the making of advances under and subject to the conditions set forth in the Construction Management Agreement. No contractor or other third party shall be entitled to require BNPPLC to make advances as a third party beneficiary of this Lease or of the Construction Management Agreement or otherwise.

    (d)  

    (e)  Landlord's Election to Continue Construction.  Without limiting BNPPLC's other rights and remedies under this Lease, and without terminating this Lease or Ross's obligations hereunder or under any of the other documents referenced herein, in the event of any termination of the Construction Management Agreement as provided in subparagraph 4(D) or subparagraph 4(E) thereof, BNPPLC shall be entitled (but not obligated) to take whatever action it deems necessary or appropriate by the use of legal proceedings or otherwise to continue or complete the Construction Project in a manner substantially consistent (to the extent practicable under Applicable Laws) with the general description of the Construction Project set forth in Exhibit B to the Construction Management Agreement and with the permitted use of the Property set forth in subparagraph. (As used herein, "Landlord's Election to Continue Construction" means any election by BNPPLC to continue or complete the Construction Project pursuant to the preceding sentence.) After any Landlord's Election to Continue Construction, BNPPLC may do any one or more of the following pursuant to this subparagraph without further notice and regardless of whether any Event of Default is then continuing:

    (f)  

    (i)  Take Control of the Property.  BNPPLC may cause Ross and any contractors or other parties on the Property to vacate the Property until the Construction Project is complete or BNPPLC elects not to continue work on the Construction Project.

    (i)  Continuation of Construction.  BNPPLC may perform or cause to be performed any work to complete or continue the construction of the Construction Project. In this regard, so long as work ordered or undertaken by BNPPLC is substantially consistent (to the extent practicable under Applicable Laws) with the general description of the Construction Project set forth in Exhibit B to the Construction Management Agreement and the permitted use of the Property set forth in subparagraph, BNPPLC shall have complete discretion to:

    a)  proceed with construction according to such plans and specifications as BNPPLC may from time to time approve;

    a)  establish and extend construction deadlines as BNPPLC from time to time deems appropriate, without obligation to adhere to the deadlines for completion of construction set forth in the Construction Management Agreement;

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