NETWORK APPLIANCE INC
EX-10.61
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>6
<FILENAME>ex10-61.txt
<DESCRIPTION>EX-10.61
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.61

================================================================================


                               PURCHASE AGREEMENT
                            (PHASE V - IMPROVEMENTS)



                                     BETWEEN



                             BNP LEASING CORPORATION


                                    ("BNPLC")



                                       AND



                             NETWORK APPLIANCE, INC.

                                     ("NAI")





                                  MARCH 1, 2000

                             (SUNNYVALE, CALIFORNIA)


================================================================================

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>     <C>                                                                                <C>
1.      NAI's Options and Obligations on the Designated Sale Date............................1

        (A)    Right to Purchase; Right and Obligation to Remarket...........................1

        (B)    Determinations Concerning Price...............................................3

        (C)    Designation of the Purchaser..................................................5

        (D)    Effect of the Purchase Option and NAI's Initial Remarketing Rights and
        Obligations on Subsequent Title Encumbrances.........................................5

        (E)    Security for the Purchase Option and NAI's Initial Remarketing Rights
        and Obligations......................................................................5

        (F)    Delivery of Books and Records If BNPLC Retains the Property...................6

2.      NAI's Rights and Options After the Designated Sale Date..............................6

        (A)    NAI's Extended Right to Remarket..............................................6

        (B)    Definition of Minimum Extended Remarketing Price..............................6

        (C)    BNPLC's Right to Sell.........................................................7

        (D)    NAI's Right to Excess Sales Proceeds..........................................8

        (E)    Permitted Transfers During NAI's Extended Remarketing Period..................8

3.      Terms of Conveyance Upon Purchase....................................................8

4.      Survival and Termination of the Rights and Obligations of NAI and BNPLC..............9

        (A)    Status of this Agreement Generally............................................9

        (B)    Election by NAI to Terminate the Purchase Option and NAI's Initial
        Remarketing Rights and Obligations Prior to the Base Rent Commencement
        Date................................................................................10

        (C)    Election by BNPLC to Terminate the Purchase Option and NAI's Initial
        Remarketing Rights and Obligations..................................................10

        (D)    Automatic Termination of NAI's Rights........................................10
</TABLE>



                                       i
<PAGE>   3

<TABLE>
<S>     <C>                                                                                 <C>
        (E) Termination of NAI's Extended Remarketing Rights to Permit a Sale by BNPLC .....11

        (F) Payment Only to BNPLC...........................................................11

        (G) Remedies Under the Other Operative Documents....................................11

        (H) Occupancy by NAI Prior to Closing of a Sale.....................................11

5.      SECURITY FOR NAI'S OBLIGATIONS; RETURN OF FUNDS.....................................12

6.      CERTAIN REMEDIES CUMULATIVE.........................................................12

7.      ATTORNEYS' FEES AND LEGAL EXPENSES..................................................12

8.      ESTOPPEL CERTIFICATE................................................................13

9.      SUCCESSORS AND ASSIGNS..............................................................13
</TABLE>

                             Exhibits and Schedules


Exhibit A......................................................Legal Description

Exhibit B...........................................Grant Deed Form Requirements

Exhibit C............................................Bill of Sale and Assignment

Exhibit D..........................................Acknowledgment and Disclaimer

Exhibit E................................................Secretary's Certificate

Exhibit F.................................Certificate Concerning Tax Withholding

Exhibit K.................................Notice by NAI of Election to Terminate



                                       ii
<PAGE>   4

                               PURCHASE AGREEMENT
                            (PHASE V - IMPROVEMENTS)


        This PURCHASE AGREEMENT (PHASE V - IMPROVEMENTS) (this "AGREEMENT"), by
and between BNP LEASING CORPORATION, a Delaware corporation ("BNPLC"), and
NETWORK APPLIANCE, INC., a California corporation ("NAI"), is made and dated as
of March 1, 2000, the Effective Date. ("EFFECTIVE DATE" and other capitalized
terms used and not otherwise defined in this Agreement are intended to have the
meanings assigned to them in the Common Definitions and Provisions Agreement
(Phase V - Improvements) executed by BNPLC and NAI contemporaneously with this
Agreement. By this reference, the Common Definitions and Provisions Agreement
(Phase V - Improvements) is incorporated into and made a part of this Agreement
for all purposes.)



                                    RECITALS

        Pursuant to the Existing Contract, which covers the Land described in
Exhibit A, BNPLC is acquiring the Land and any appurtenances thereto and the
existing Improvements thereon from Seller contemporaneously with the execution
of this Agreement. Pursuant to the Lease Agreement (Phase V - Improvements) (the
"IMPROVEMENTS LEASE") and the Construction Management Agreement (the
"Construction Management Agreement"), each executed by BNPLC and NAI
contemporaneously with this Agreement, BNPLC is agreeing to provide funding for
the construction and completion of Improvements on the Land, all of which will
be owned by BNPLC, and BNPLC is leasing the Improvements to NAI. (All of BNPLC's
interests, including those created by the documents delivered at the closing
under the Existing Contracts, in the Improvements and in all other real and
personal property from time to time covered by the Improvements Lease and
included within the "Property" as defined therein are hereinafter collectively
referred to as the "PROPERTY". The Property does not include the fee estate in
the Land itself, it being understood that the Other Purchase Agreement
constitutes a separate agreement providing for the possible sale of the Land and
the appurtenances thereto, and only the Land and the appurtenances thereto, from
BNPLC to NAI or a third party designated by NAI.)

        NAI and BNPLC have reached agreement upon the terms and conditions upon
which NAI will purchase or arrange for the purchase of the Property, and by this
Agreement they desire to evidence such agreement.



                                   AGREEMENTS

        1. NAI'S OPTIONS AND OBLIGATIONS ON THE DESIGNATED SALE DATE.

                (A) Right to Purchase; Right and Obligation to Remarket. Whether
or not an Event of Default shall have occurred and be continuing or the
Improvements Lease shall have been terminated, but subject to Paragraph 4 below:



<PAGE>   5

                        (1) NAI shall have the right (the "PURCHASE OPTION") to
        purchase or cause an Affiliate of NAI to purchase the Property and
        BNPLC's interest in Escrowed Proceeds, if any, on the Designated Sale
        Date for a cash price equal to the Break Even Price (as defined below).

                        (2) If neither NAI nor an Affiliate of NAI purchases the
        Property and BNPLC's interest in any Escrowed Proceeds on the Designated
        Sale Date as provided in the preceding subparagraph 1(A)(1), then NAI
        shall have the following rights and obligations (collectively, "NAI'S
        INITIAL REMARKETING RIGHTS AND OBLIGATIONS"):

                                (a) First, NAI shall have the right (but not the
                obligation) to cause an Applicable Purchaser who is not an
                Affiliate of NAI to purchase the Property and BNPLC's interest
                in any Escrowed Proceeds on the Designated Sale Date for a cash
                purchase price (the "THIRD PARTY PRICE") determined as provided
                below. If, however, the Break Even Price exceeds the sum of any
                Third Party Price tendered or to be tendered to BNPLC by an
                Applicable Purchaser and any Supplemental Payment paid by NAI as
                described below, then BNPLC may affirmatively elect to decline
                such tender from the Applicable Purchaser and to keep the
                Property and any Escrowed Proceeds rather than sell to the
                Applicable Purchaser pursuant to this subparagraph (a "VOLUNTARY
                RETENTION OF THE PROPERTY").

                                (b) Second, if the Third Party Price actually
                paid by an Applicable Purchaser to BNPLC on the Designated Sale
                Date exceeds the Break Even Price, NAI shall be entitled to such
                excess, subject, however, to BNPLC's right to offset against
                such excess any and all sums that are then due from NAI to BNPLC
                under the other Operative Documents.

                                (c) Third, if for any reason whatsoever
                (including a Voluntary Retention of the Property or a decision
                by NAI not to exercise its right to purchase or cause an
                Applicable Purchaser to purchase from BNPLC as described above)
                neither NAI nor an Applicable Purchaser pays a net cash price to
                BNPLC on the Designated Sale Date equal to or in excess of the
                Break Even Price in connection with a sale of the Property and
                BNPLC's interest in any Escrowed Proceeds pursuant to this
                Agreement, then NAI shall have the obligation to pay to BNPLC on
                the Designated Sale Date a supplemental payment (the
                "SUPPLEMENTAL PAYMENT") equal to the lesser of (1) the amount by
                which the Break Even Price exceeds such net cash price (if any)
                actually received by BNPLC on the Designated Sale Date (such
                excess being hereinafter called a "DEFICIENCY") or (2) the
                Maximum Remarketing Obligation. As used herein, the "MAXIMUM
                REMARKETING OBLIGATION" means a dollar amount determined in
                accordance with the following provisions:

                                                1) The "MAXIMUM REMARKETING
                                OBLIGATION" will equal the product of (i)
                                Stipulated Loss Value on the Designated Sale
                                Date, times (ii) 100% minus the Residual Risk
                                Percentage, provided that both of the following
                                conditions are satisfied:



                                       2
<PAGE>   6

                                                (x) NAI shall not have elected
                                to accelerate the Designated Sale Date as
                                provided in clause (2) of the definition of
                                Designated Sale Date in the Common Definitions
                                and Provisions Agreement (Phase V -
                                Improvements).


                                        (y) No Event of Default, other than an
                                Issue 97-1 Non-performance-related Subjective
                                Event of Default, shall occur on or be
                                continuing on the Designated Sale Date.


                                2) If either of the conditions listed in
                        subparagraph 1) preceding are not satisfied, the
                        "MAXIMUM REMARKETING OBLIGATION" will equal the Break
                        Even Price.

        If any Supplemental Payment or other amount payable to BNPLC pursuant to
        this subparagraph 1(A) is not actually paid to BNPLC on the Designated
        Sale Date, NAI shall pay interest on the past due amount computed at the
        Default Rate from the Designated Sale Date.

                (B) Determinations Concerning Price.

                        (1) Determination of the Break Even Price. As used
        herein, "BREAK EVEN PRICE" means an amount equal, on the Designated Sale
        Date, to Stipulated Loss Value, plus all out-of-pocket costs and
        expenses (including appraisal costs, withholding taxes (if any) not
        constituting Excluded Taxes, and Attorneys' Fees) incurred by BNPLC in
        connection with any sale of BNPLC's interests in the Property under this
        Agreement or in connection with collecting payments due hereunder, and
        plus an amount equal to the Balance of Unpaid Construction-Period
        Indemnity Payments, but less the aggregate amounts (if any) of Direct
        Payments to Participants and Deposit Taker Losses. As used herein, the
        "Balance of Unpaid Construction-Period Indemnity Payments" means an
        amount equal to the sum of Construction-Period Indemnity Payments, if
        any, that NAI declined to pay pursuant to subparagraph 5(d)(ii) of the
        Improvements Lease, plus interest accruing at the Default Rate,
        compounded annually, on each such payment from the date such payment
        would have become due but for NAI's right to decline to pay it as
        described in subparagraph 5(d)(ii) of the Improvements Lease. If,
        however, Losses for which NAI has so declined to pay any
        Construction-Period Indemnity Payment consist of claims against BNPLC or
        another Interested Party that have not been liquidated prior to the
        Designated Sale Date (and, thus, such Losses have yet to be fixed in
        amount as of the Designated Sale Date), then NAI may elect to exclude
        any Construction-Period Indemnity Payment attributable to such Losses by
        providing to BNPLC, for the benefit of BNPLC and other Interested
        Parties, a written agreement to indemnify and defend BNPLC and other
        Interested Parties against such Losses. To be effective hereunder for
        purposes of reducing the Balance of Unpaid Construction-Period Indemnity
        Payments (and, thus, the Break Even Price), any such written indemnity
        must be fully executed and delivered by NAI on or prior to the
        Designated Sale Date, must include provisions comparable to
        subparagraphs 5(c)(ii), (iii), (iv) and (v) of the Improvements Lease
        and otherwise must be in form and substance satisfactory to BNPLC.



                                       3
<PAGE>   7

                        (2) Determination of Third Party Price. The Third Party
        Price required of any Applicable Purchaser purchasing from BNPLC under
        subparagraph 1(A)(2)(a) will be determined as follows:

                                (a) NAI may give a notice (a "REMARKETING
                NOTICE") to BNPLC and to each of the Participants no earlier
                than one hundred twenty days before the Designated Sale Date and
                no later than ninety days before the Designated Sale Date,
                specifying an amount as the Third Party Price that NAI believes
                in good faith to constitute reasonably equivalent value for the
                Property and any Escrowed Proceeds. Once given, a Remarketing
                Notice shall not be rescinded or modified without BNPLC's
                written consent.

                                (b) If BNPLC believes in good faith that the
                Third Party Price specified by NAI in a Remarketing Notice does
                not constitute reasonably equivalent value for the Property and
                any Escrowed Proceeds, BNPLC may at any time before sixty days
                prior to the Designated Sale Date respond to the Remarketing
                Notice with a notice back to NAI, objecting to the Third Party
                Price so specified by NAI. If BNPLC receives a Remarketing
                Notice, yet does not respond with an objection as provided in
                the preceding sentence, the Third Party Price suggested by NAI
                in the Remarketing Notice will be the Third Party Price for
                purposes of this Agreement. If, however, BNPLC does respond with
                an objection as provided in this subparagraph, and if NAI and
                BNPLC do not otherwise agree in writing upon a Third Party
                Price, then the Third Party Price will be the lesser of (I) fair
                market value of the Property, plus the amount of any Escrowed
                Proceeds, as determined by a professional independent appraiser
                satisfactory to BNPLC, or (II) the Break Even Price.

                                (c) If for any reason, including an acceleration
                of the Designated Sale Date as provided in the definition
                thereof in the Common Definitions and Provisions Agreement
                (Phase V - Improvements), NAI does not deliver a Remarketing
                Notice to BNPLC within the time period specified above, then the
                Third Party Price will be an amount determined in good faith by
                BNPLC as constituting reasonably equivalent value for the
                Property and any Escrowed Proceeds, but in no event more than
                the Break Even Price.


        If any payment to BNPLC by an Applicable Purchaser hereunder is held to
        constitute a preference or a voidable transfer under Applicable Law, or
        must for any other reason be refunded by BNPLC to the Applicable
        Purchaser or to another Person, and if such payment to BNPLC reduced or
        had the effect of reducing a Supplemental Payment or increased or had
        the effect of increasing any excess sale proceeds paid to NAI pursuant
        to subparagraph 1(A)(2)(b) or pursuant to subparagraph 2(D), then NAI
        shall pay to BNPLC upon demand an amount equal to the reduction of the
        Supplemental Payment or to the increase of the excess sale proceeds paid
        to NAI, as applicable, and this Agreement shall continue to be effective
        or shall be reinstated as necessary to permit BNPLC to enforce its right
        to collect such amount from NAI.



                                       4
<PAGE>   8

                (C) Designation of the Purchaser. To give BNPLC the opportunity
before the Designated Sale Date to prepare the deed and other documents that
BNPLC must tender pursuant to Paragraph 3 (collectively, the "SALE CLOSING
DOCUMENTS"), NAI must, by a notice to BNPLC given at least seven days prior to
the Designated Sale Date, specify irrevocably, unequivocally and with
particularity the party who will purchase the Property in order to satisfy the
obligations of NAI set forth in subparagraph 1(A). If for any reason NAI fails
to so specify a party who will in accordance with the terms and conditions set
forth herein purchase the Property (be it NAI itself, an Affiliate of NAI or
another Applicable Purchaser), BNPLC shall be entitled to postpone the tender of
the Sale Closing Documents until a date after the Designated Sale Date and not
more than twenty days after NAI finally does so specify a party, but such
postponement will not relieve or postpone the obligation of NAI to make a
Supplemental Payment on the Designated Sale Date as provided in Paragraph
1(A)(2)(c).

                (D) Effect of the Purchase Option and NAI's Initial Remarketing
Rights and Obligations on Subsequent Title Encumbrances. Any conveyance of the
Property to NAI or any Applicable Purchaser pursuant to this Paragraph 1(A)
shall cut off and terminate any interest in the Improvements or other Property
claimed by, through or under BNPLC, including any interest claimed by the
Participants and including any Liens Removable by BNPLC (such as, but not
limited to, any judgment liens established against the Property because of a
judgment rendered against BNPLC and any leasehold or other interests conveyed by
BNPLC in the ordinary course of BNPLC's business), but not including personal
obligations of NAI to BNPLC under the Improvements Lease or other Operative
Documents (including obligations arising under the indemnities therein). Anyone
accepting or taking any interest in the Property by or through BNPLC after the
date of this Agreement shall acquire such interest subject to the Purchase
Option and NAI's Initial Remarketing Rights and Obligations. Further, NAI and
any Applicable Purchaser shall be entitled to pay any payment required by this
Agreement for the purchase of the Property directly to BNPLC notwithstanding any
prior conveyance or assignment by BNPLC, voluntary or otherwise, of any right or
interest in this Agreement or the Property, and neither NAI nor any Applicable
Purchaser shall be responsible for the proper distribution or application of any
such payments by BNPLC; and any such payment to BNPLC shall discharge the
obligation of NAI to cause such payment to all Persons claiming an interest in
such payment. Contemporaneously with the execution of this Agreement, the
parties shall record a memorandum of this Agreement for purposes of effecting
constructive notice to all Persons of NAI's rights under this Agreement,
including its rights under this subparagraph.

                (E) Security for the Purchase Option and NAI's Initial
Remarketing Rights and Obligations. To secure BNPLC's obligation to sell the
Property pursuant to Paragraph 1(A) and to pay any damages to NAI caused by a
breach of such obligations, including any such breach caused by a rejection or
termination of this Agreement in any bankruptcy or insolvency proceeding
instituted by or against BNPLC, as debtor, BNPLC does hereby grant to NAI a lien
and security interest against all rights, title and interests of BNPLC from time
to time in and to the Improvements and other Property. NAI may enforce such lien
and security interest judicially after any such breach by BNPLC, but not
otherwise. Contemporaneously with the execution of this Agreement, NAI and BNPLC
will execute a memorandum of this Agreement which is in recordable form and
which specifically references the lien granted in this subparagraph, and NAI
shall be entitled to record such memorandum at any time prior to the Designated
Sale Date.



                                       5
<PAGE>   9

                (F) Delivery of Books and Records If BNPLC Retains the Property.
Unless NAI or its Affiliate or another Applicable Purchaser purchases the
Property pursuant to Paragraph 1(A), promptly after the Designated Sale Date NAI
shall deliver to BNPLC copies of all plans and specifications for the Property
prepared in connection with the construction contemplated by the Construction
Management Agreement and the Improvements Lease, together with all other books
and records of NAI which will be necessary or useful to any future owner's or
occupant's use of the Property in the manner permitted by the Improvements
Lease.

        2. NAI'S RIGHTS AND OPTIONS AFTER THE DESIGNATED SALE DATE.

                (A) NAI's Extended Right to Remarket. During the two years
following the Designated Sale Date ("NAI'S EXTENDED REMARKETING PERIOD"), NAI
shall have the right ("NAI'S EXTENDED REMARKETING RIGHT") to cause an Applicable
Purchaser who is not an Affiliate of NAI to purchase the Property for a cash
purchase price not below the lesser of (I) the Minimum Extended Remarketing
Price (as defined below), or (II) if applicable, the Third Party Target Price
(as defined below) specified in any Third Party Sale Notice (as defined below)
given by BNPLC pursuant to subparagraph 2(C)(2) within the ninety days prior to
the date (the "FINAL SALE DATE") upon which BNPLC receives such purchase price
from the Applicable Purchaser. NAI's Extended Remarketing Right shall, however,
be subject to all of the following conditions:

                        (1) The Property and BNPLC's interest in Escrowed
        Proceeds, if any, shall not have been sold on the Designated Sale Date
        as provided in Paragraph 1.

                        (2) No Voluntary Retention of the Property shall have
        occurred as described in subparagraph 1(A)(2)(a).

                        (3) NAI's Extended Remarketing Right shall not have been
        terminated pursuant to subparagraph 4(D) below because of NAI's failure
        to make any Supplemental Payment required on the Designated Sale Date.

                        (4) NAI's Extended Remarketing Right shall not have been
        terminated by BNPLC pursuant to subparagraph 4(E) below to facilitate
        BNPLC's sale of the Property to a third party in accordance with
        subparagraph 2(C)

                        (5) At least thirty days prior to the Final Sale Date,
        NAI shall have notified BNPLC of (x) the date proposed by NAI as the
        Final Sale Date (which must be a Business Day), (y) the full legal name
        of the Applicable Purchaser and such other information as will be
        required to prepare the Sale Closing Documents, and (z) the amount of
        the purchase price that the Applicable Purchaser will pay (consistent
        with the minimum required pursuant to the other provisions of this
        subparagraph 2(A)) for the Property.

                (B) Definition of Minimum Extended Remarketing Price. As used
herein, "MINIMUM EXTENDED REMARKETING PRICE" means an amount equal to the sum of
the following:



                                       6
<PAGE>   10

                        (1) the amount by which the Break Even Price computed on
        the Designated Sale Date exceeds any Supplemental Payment actually paid
        to BNPLC on the Designated Sale Date, together with interest on such
        excess computed at the Default Rate from the period commencing on the
        Designated Sale Date and ending on the Final Sale Date, plus

                        (2) all out-of-pocket costs and expenses (including
        withholding taxes [if any], other than Excluded Taxes, and Attorneys'
        Fees) incurred by BNPLC in connection with the sale to the Applicable
        Purchaser, to the extent not already included in the computation of
        Break Even Price, and plus

                        (3) the sum of all Impositions, insurance premiums and
        other Losses of every kind suffered or incurred by BNPLC or any other
        Interested Party with respect to the ownership, operation or maintenance
        of the Property on or after the Designated Sale Date (except to the
        extent already reimbursed by any lessee of the Property after the
        Designated Sale Date), together with interest on such Impositions,
        insurance premiums and other Losses computed at the Default Rate from
        the date paid or incurred to the Final Sale Date.

        If, however, Losses described in the preceding clause (3) consist of
        claims against BNPLC or another Interested Party that have not been
        liquidated prior to the Final Sale Date (and, thus, such Losses have yet
        to be fixed in amount as of the Final Sale Date), then NAI may elect to
        exclude any such Losses from the computation of the Minimum Extended
        Remarketing Price by providing to BNPLC, for the benefit of BNPLC and
        other Interested Parties, a written agreement to indemnify and defend
        BNPLC and other Interested Parties against such Losses. To be effective
        hereunder for purposes of reducing the Minimum Extended Remarketing
        Price (and, thus, the Break Even Price), any such written indemnity must
        be fully executed and delivered by NAI on or prior to the Final Sale
        Date, must include provisions comparable to subparagraphs 5(c)(ii),
        (iii), (iv) and (v) of the Improvements Lease and otherwise must be in
        form and substance satisfactory to BNPLC. (C) BNPLC's Right to Sell.

        After the Designated Sale Date, if the Property has not already been
sold by BNPLC pursuant to Paragraph 1 or this Paragraph 2, BNPLC shall have the
right to sell the Property or offer the Property for sale to any third party on
any terms believed to be appropriate by BNPLC in its sole good faith business
judgment; provided, however, that so long as the conditions to NAI's Extended
Remarketing Rights specified in subparagraph 2(A) continue to be satisfied:

                        (1) BNPLC shall not sell the Property to an Affiliate of
        BNPLC on terms less favorable than those which BNPLC would require from
        a prospective purchaser not an Affiliate of BNPLC;

                        (2) If BNPLC receives or desires to make a written
        proposal (whether in the form of a "letter of intent" or other
        nonbinding expression of interest or in the form of a more definitive
        purchase and sale agreement) for a sale of the Property to a prospective
        purchaser (a "THIRD PARTY SALE PROPOSAL"), and if on the basis of such
        Third



                                       7
<PAGE>   11

        Party Sale Proposal BNPLC expects to enter into or to pursue
        negotiations for a definitive purchase and sale agreement with the
        prospective purchaser, then prior to executing any such definitive
        agreement, BNPLC shall submit the Third Party Sale Proposal to NAI with
        a notice (the "THIRD PARTY SALE NOTICE") explaining that (A) BNPLC is
        then prepared to accept a price not below an amount specified in such
        Third Party Sale Notice (the "THIRD PARTY TARGET PRICE") if BNPLC and
        the prospective purchaser reach agreement on other terms and conditions
        to be incorporated into a definitive purchase and sale agreement, and
        (B) NAI's Extended Remarketing Right may be terminated pursuant to
        subparagraph 4(E) of this Agreement unless NAI causes an Applicable
        Purchaser to consummate a purchase of the Property pursuant to this
        Paragraph 2 within ninety days after the date of such Third Party Sale
        Notice.

                (D) NAI's Right to Excess Sales Proceeds. If the cash price
actually paid by any third party purchasing the Property from BNPLC during NAI's
Extended Remarketing Period, including any price paid by an Applicable Purchaser
purchasing from BNPLC pursuant to this Paragraph 2, exceeds the Minimum Extended
Remarketing Price, then NAI shall be entitled to the excess; provided, that
BNPLC may offset and retain from the excess any and all sums that are then due
and unpaid from NAI to BNPLC under any of the Operative Documents.

                (E) Permitted Transfers During NAI's Extended Remarketing
Period. Any "Permitted Transfer" described in clause (6) of the definition
thereof in the Common Definitions and Provisions Agreement (Phase V -
Improvements) to an Affiliate of BNPLC or that covers BNPLC's entire interest in
the Improvements will be subject to NAI's Extended Remarketing Right if, at the
time of the Permitted Transfer, NAI's Extended Remarketing Right has not expired
or been terminated as provided herein. Any other Permitted Transfer described in
clause (6) of the definition thereof, however, will not be subject to NAI's
Extended Remarketing Right. Thus, for example, BNPLC's conveyance of a utility
easement or space lease more than thirty days after the Designated Sale Date to
a Person not an Affiliate of BNPLC shall not be subject to NAI's Extended
Remarketing Right, though following the conveyance of the lesser estate, NAI's
Extended Remarketing Right may continue to apply to BNPLC's remaining interest
in the Improvements and any Personal Property.

        3. TERMS OF CONVEYANCE UPON PURCHASE. As necessary to consummate any
sale of the Property to NAI or an Applicable Purchaser pursuant to this
Agreement, BNPLC must, subject to any postponement permitted by subparagraph
1(C), promptly after the tender of the purchase price and any other payments to
BNPLC required pursuant to Paragraph 1 or Paragraph 2, as applicable, convey all
of BNPLC's right, title and interest in the Improvements and other Property to
NAI or the Applicable Purchaser, as the case may be, by BNPLC's execution,
acknowledgment (where appropriate) and delivery of the Sale Closing Documents.
Such conveyance by BNPLC will be subject only to the Permitted Encumbrances and
any other encumbrances that do not constitute Liens Removable by BNPLC. However,
such conveyance shall not include the rights of BNPLC or other Interested
Parties under the indemnities provided in the Operative Documents, including
rights to any payments then due from NAI under the indemnities or that may
become due thereafter because of any expense or liability incurred by BNPLC or
another Interested Party resulting in whole or in part from events or
circumstances occurring or alleged to have occurred before such conveyance. All
costs, both foreseen and unforeseen, of any purchase by NAI or an Applicable
Purchaser



                                       8
<PAGE>   12

hereunder shall be the responsibility of the purchaser. The Sale Closing
Documents used to accomplish such conveyance shall consist of the following: (1)
a Corporation Grant Deed in the form attached as Exhibit B-1 or Exhibit B-2 or
Exhibit B-3, as required by Exhibit B, (2) a Bill of Sale and Assignment in the
form attached as Exhibit C, (3) an Acknowledgment of Disclaimer of
Representations and Warranties, in the form attached as Exhibit D, which NAI or
the Applicable Purchaser must execute and return to BNPLC, (4) a Secretary's
Certificate in the form attached as Exhibit E, and (5) a certificate concerning
tax withholding in the form attached as Exhibit F. If for any reason BNPLC fails
to tender the Sale Closing Documents as required by this Paragraph 3, BNPLC may
cure such refusal at any time before thirty days after receipt of a demand for
such cure from NAI.

        4. SURVIVAL AND TERMINATION OF THE RIGHTS AND OBLIGATIONS OF NAI AND
BNPLC

                (A) Status of this Agreement Generally. Except as expressly
provided herein, this Agreement shall not terminate; nor shall NAI have any
right to terminate this Agreement; nor shall NAI be entitled to any reduction of
the Break Even Price, any Deficiency, the Maximum Remarketing Obligation, any
Supplemental Payment or the Minimum Extended Remarketing Price hereunder; nor
shall the obligations of NAI to BNPLC under Paragraph 1 be affected, by reason
of (i) any damage to or the destruction of all or any part of the Property from
whatever cause (though it is understood that NAI will receive any remaining
Escrowed Proceeds yet to be applied as provided in the Improvements Lease that
may result from such damage if NAI purchases the Property and the Escrowed
Proceeds as herein provided), (ii) the taking of or damage to the Property or
any portion thereof by eminent domain or otherwise for any reason (though it is
understood that NAI will receive any remaining Escrowed Proceeds yet to be
applied as provided in the Improvements Lease that may result from such taking
or damage if NAI purchases the Property and the Escrowed Proceeds as herein
provided), (iii) the prohibition, limitation or restriction of NAI's use of all
or any portion of the Property or any interference with such use by governmental
action or otherwise, (iv) any eviction of NAI or any party claiming under NAI by
paramount title or otherwise, (v) NAI's prior acquisition or ownership of any
interest in the Property, (vi) any default on the part of BNPLC under this
Agreement, the Improvements Lease or any other agreement to which BNPLC is a
party, or (vii) any other cause, whether similar or dissimilar to the foregoing,
any existing or future law to the contrary notwithstanding. It is the intention
of the parties hereto that the obligations of NAI to make payment to BNPLC
hereunder shall be separate and independent covenants and agreements from
BNPLC's obligations under this Agreement or any other agreement between BNPLC
and NAI; provided, however, that nothing in this subparagraph shall excuse BNPLC
from its obligation to tender the Sale Closing Documents in substantially the
form attached hereto as exhibits when required by Paragraph 3. Further, nothing
in this subparagraph shall be construed as a waiver by NAI of any right NAI may
have at law or in equity to the following remedies, whether because of BNPLC's
failure to remove a Lien Removable by BNPLC or because of any other default by
BNPLC under this Agreement: (i) the recovery of monetary damages, (ii)
injunctive relief in case of the violation, or attempted or threatened
violation, by BNPLC of any of the express covenants, agreements, conditions or
provisions of this Agreement which are binding upon BNPLC, or (iii) a decree
compelling performance by BNPLC of any of the express covenants, agreements,
conditions or provisions of this Agreement which are binding upon BNPLC.



                                       9
<PAGE>   13

                (B) Election by NAI to Terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations Prior to the Base Rent Commencement
Date. At any time prior to the Base Rent Commencement Date, NAI may elect to
terminate both the Purchase Option and NAI's Initial Remarketing Rights and
Obligations, subject to the following conditions:

                        (1) To be effective, any such election to terminate must
        be made prior to the Base Rent Commencement Date and must be made after
        (x) NAI shall have given Notice of NAI's Election to Terminate pursuant
        to Paragraph 5(D) of the Construction Management Agreement, (y) BNPLC
        shall have given any FOCB Notice as provided in Paragraph 5(E) of the
        Construction Management Agreement, or (z) BNPLC shall have given notice
        of its election to accelerate the Designated Sale Date when an Event of
        Default has occurred and is continuing as provided in clause (5) of the
        definition "Designated Sale Date" in the Common Definitions and
        Provisions Agreement (Phase V - Improvements).

                        (2) To be effective, any such election to terminate must
        be made by giving BNPLC and the Participants a notice thereof in the
        form attached as Exhibit F prior to the Base Rent Commencement Date.

                        (3) No termination pursuant to this subparagraph 4(B)
        shall be effective, notwithstanding any notice NAI may have given as
        described in the preceding clause (2), unless contemporaneously with the
        giving of the notice (and in any event prior to the Base Rent
        Commencement Date) NAI shall deliver to BNPLC an Issue 97-10 Prepayment.

                        (4) If for any reason whatsoever, including any bona
        fide dispute over the amount of any required Issue 97-10 Prepayment,
        BNPLC does not receive both the notice described in the preceding clause
        (2) and a full Issue 97-10 Prepayment as described in the preceding
        clause (3) prior to the Base Rent Commencement Date, then without any
        notice or other action by the parties to this Agreement NAI shall cease
        to have any option to terminate pursuant to this subparagraph 4(B).

                (C) Election by BNPLC to Terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations. By notice to NAI BNPLC shall be
entitled to terminate both the Purchase Option and NAI's Initial Remarketing
Rights and Obligations, as BNPLC deems appropriate in its sole and absolute
discretion, at any time after receiving a notice given by NAI to make or attempt
to make any Issue 97-10 Election. Upon any such termination by BNPLC, NAI shall
become immediately obligated to pay BNPLC an Issue 97-10 Prepayment.

                (D) Automatic Termination of NAI's Rights. Without limiting
BNPLC's right to enforce NAI's obligation to pay any Supplemental Payment or
other amounts required by this Agreement, the rights of NAI (to be distinguished
from the obligations of NAI) included in NAI's Initial Remarketing Rights and
Obligations, the Purchase Option and NAI's Extended Remarketing Rights shall all
terminate automatically if NAI shall fail to pay the full amount of any
Supplemental Payment required by subparagraph 1(A)(2)(c) on the Designated Sale
Date or if BNPLC shall elect a Voluntary Retention of the Property as provided
in



                                       10
<PAGE>   14

subparagraph 1(A)(2)(a). If, however, NAI's Initial Remarketing Rights and
Obligations are effectively terminated pursuant to subparagraph 4(B) or 4(C)
prior to the Designated Sale Date, thereby excusing NAI from the obligation to
make any Supplemental Payment pursuant to subparagraph 1(A)(2)(c) and precluding
any Voluntary Retention of the Property pursuant to subparagraph 1(A)(2)(a),
then NAI's Extended Remarketing Rights will not automatically terminate pursuant
to this subparagraph. Further, notwithstanding anything in this subparagraph to
the contrary, even after a failure to pay any required Supplemental Payment on
the Designated Sale Date, NAI may nonetheless tender to BNPLC the full Break
Even Price and all amounts then due under the Operative Documents, together with
interest on the total Break Even Price computed at the Default Rate from the
Designated Sale Date to the date of tender, on any Business Day within thirty
days after the Designated Sale Date, and if presented with such a tender within
thirty days after the Designated Sale Date, BNPLC must accept it and promptly
thereafter deliver any Escrowed Proceeds and the Sale Closing Documents listed
in Paragraph 3 to NAI.

                (E) Termination of NAI's Extended Remarketing Rights to Permit a
Sale by BNPLC. At any time more than ninety days after BNPLC has delivered a
Third Party Sale Notice to NAI as described in subparagraph 2(C)(2), BNPLC may
terminate NAI's Extended Remarketing Rights contemporaneously with the
consummation of a sale of the Property by BNPLC to any third party (be it the
prospective purchaser named in the Third Party Sale Notice or another third
party) at a price equal to or in excess of the Third Party Target Price
specified in the Third Party Sale Notice, so as to permit the sale of the
Property unencumbered by NAI's Extended Remarketing Rights.

                (F) Payment Only to BNPLC. All amounts payable under this
Agreement by NAI and, if applicable, by an Applicable Purchaser must be paid
directly to BNPLC, and no payment to any other party shall be effective for the
purposes of this Agreement. In addition to the payments required under
subparagraph 1(A), on the Designated Sale Date NAI must pay all amounts then due
to BNPLC under the Improvements Lease or other Operative Documents.

                (G) Remedies Under the Other Operative Documents. No
repossession of or re-entering upon the Property or exercise of any other
remedies available to BNPLC under the Improvements Lease or other Operative
Documents shall terminate NAI's rights or obligations hereunder, all of which
shall survive BNPLC's exercise of remedies under the other Operative Documents.
NAI acknowledges that the consideration for this Agreement is separate and
independent of the consideration for the Improvements Lease, the Construction
Management Agreement and the Closing Certificate, and NAI's obligations
hereunder shall not be affected or impaired by any event or circumstance that
would excuse NAI from performance of its obligations under such other Operative
Documents.

                (H) Occupancy by NAI Prior to Closing of a Sale. Prior to the
closing of any sale of the Property to NAI or an Applicable Purchaser hereunder,
NAI's occupancy of the Improvements and its use of the Property shall continue
to be subject to the terms and conditions of the Improvements Lease, including
the terms setting forth NAI's obligation to pay rent, prior to any termination
or expiration of the Improvements Lease pursuant to its express terms and
conditions.



                                       11
<PAGE>   15

        5. SECURITY FOR NAI'S OBLIGATIONS; RETURN OF FUNDS. NAI's obligations
under this Agreement are secured by the Pledge Agreement, reference to which is
hereby made for a description of the Collateral covered thereby and the rights
and remedies provided to BNPLC thereby. Although the collateral agent appointed
for BNPLC as provided in the Pledge Agreement shall be entitled to hold all
Collateral as security for the full and faithful performance by NAI of NAI's
covenants and obligations under this Agreement, the Collateral shall not be
considered an advance payment of the Break Even Price or any Supplemental
Payment or a measure of BNPLC's damages should NAI breach this Agreement. If NAI
does breach this Agreement and fails to cure the same within any time specified
herein for the cure, BNPLC may, from time to time, without prejudice to any
other remedy and without notice to NAI, require the collateral agent to
immediately apply the proceeds of any disposition of the Collateral (and any
cash included in the Collateral) to amounts then due hereunder from NAI. If by a
Permitted Transfer BNPLC conveys its interest in the Property before the
Designated Sale Date, BNPLC may also assign BNPLC's interest in the Collateral
to the transferee. BNPLC shall be entitled to return any Collateral not sold or
used to satisfy the obligations secured by the Pledge Agreement directly to NAI
notwithstanding any prior actual or attempted conveyance or assignment by NAI,
voluntary or otherwise, of any right to receive the same; neither BNPLC nor the
collateral agent named in the Pledge Agreement shall be responsible for the
proper distribution or application by NAI of any such Collateral returned to
NAI; and any such return of Collateral to NAI shall discharge any obligation of
BNPLC to deliver such Collateral to all Persons claiming an interest in the
Collateral. Further, BNPLC shall be entitled to deliver any Escrowed Proceeds it
holds on the Designated Sale Date directly to NAI or to any Applicable Purchaser
purchasing BNPLC's interest in the Property and the Escrowed Proceeds pursuant
to this Agreement notwithstanding any prior actual or attempted conveyance or
assignment by NAI, voluntary or otherwise, of any right to receive the same;
BNPLC shall not be responsible for the proper distribution or application by NAI
or any Applicable Purchaser of any such Escrowed Proceeds paid over to NAI or
the Applicable Purchaser; and any such payment of Escrowed Proceeds to NAI or an
Applicable Purchaser shall discharge any obligation of BNPLC to deliver the same
to all Persons claiming an interest therein.

        6. CERTAIN REMEDIES CUMULATIVE. No right or remedy herein conferred upon
or reserved to BNPLC is intended to be exclusive of any other right or remedy
BNPLC has with respect to the Property, and each and every right and remedy
shall be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing at law or in equity or by statute. In addition to
other remedies available under this Agreement, either party shall be entitled,
to the extent permitted by applicable law, to a decree compelling performance of
any of the other party's agreements hereunder.

        7. ATTORNEYS' FEES AND LEGAL EXPENSES. If either party to this Agreement
commences any legal action or other proceeding to enforce any of the terms of
this Agreement, or because of any breach by the other party or dispute
hereunder, the party prevailing in such action or proceeding shall be entitled
to recover from the other party all Attorneys' Fees incurred in connection
therewith, whether or not such controversy, claim or dispute is prosecuted to a
final judgment. Any such Attorneys' Fees incurred by either party in enforcing a
judgment in its favor under this Agreement shall be recoverable separately from
such judgment, and the obligation for such Attorneys' Fees is intended to be
severable from other provisions of this Agreement and not to be merged into any
such judgment.




                                       12
<PAGE>   16

        8. ESTOPPEL CERTIFICATE. Upon request by BNPLC, NAI shall execute,
acknowledge and deliver a written statement certifying that this Agreement is
unmodified and in full effect (or, if there have been modifications, that this
Agreement is in full effect as modified, and setting forth such modification)
and either stating that no default exists hereunder or specifying each such
default of which NAI has knowledge. Any such statement may be relied upon by any
Participant or prospective purchaser or assignee of BNPLC with respect to the
Property.

        9. SUCCESSORS AND ASSIGNS. The terms, provisions, covenants and
conditions hereof shall be binding upon NAI and BNPLC and their respective
permitted successors and assigns and shall inure to the benefit of NAI and BNPLC
and all permitted transferees, mortgagees, successors and assignees of NAI and
BNPLC with respect to the Property; provided, that (A) the rights of BNPLC
hereunder shall not pass to NAI or any Applicable Purchaser or any subsequent
owner claiming through NAI or an Applicable Purchaser, (B) BNPLC shall not
assign this Agreement or any rights hereunder except pursuant to a Permitted
Transfer, and (C) NAI shall not assign this Agreement or any rights hereunder
without the prior written consent of BNPLC.

                            [Signature pages follow.]



                                       13
<PAGE>   17

        IN WITNESS WHEREOF, NAI and BNPLC have caused this Purchase Agreement
(Phase V - Improvements) to be executed as of March 1, 2000.



                                            "NAI"

                                            NETWORK APPLIANCE, INC.

                                            By:
                                               ---------------------------------
                                               Jeffry R. Allen, Chief Financial
                                               Officer



                                       14
<PAGE>   18

[Continuation of signature pages to Purchase Agreement (Phase V - Improvements)
dated to be effective March 1, 2000]




                                            "BNPLC"

                                            BNP LEASING CORPORATION


                                            By:
                                               ---------------------------------
                                               Lloyd G. Cox, Vice President



                                       15
<PAGE>   19

                                    EXHIBIT A

                                LEGAL DESCRIPTION

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

All of Parcel 1 as shown upon that certain map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of Parcel 5, as shown on Map
recorded in Book 413 of Maps, at Page 53, Santa Clara County Records, City of
Sunnyvale, Santa Clara County, California," which Map was filed for record in
the office of the Recorder of the County of Santa Clara, State of California on
July 18, 1978 in Book 423 of Maps, at Page 13.

Excepting therefrom, the following described property granted to the Santa Clara
County Transit District March 28, 1997 under Series No. 13654560:

All of that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, and being a portion of Parcel 1, as said
Parcel 1 is shown on that certain Parcel Map filed in Book 423 of Maps, Page 13,
Records of Santa Clara County, California, and more particularly described as
follows:

Beginning at the point of intersection of the centerlines of Fair Oaks Avenue
and Crossman Road as said Avenue and Road are shown on said Parcel Map; thence
Northerly along said centerline of Crossman Road, North 18 degrees 37' 09" East
82.70 feet; thence Easterly at a right angle from said centerline of Crossman
Road, 71 degrees 22' 51" East 54.89 feet to a point on a curve on the Easterly
line of said Crossman Road; thence from a tangent bearing of South 9 degrees 32'
30" West along said Easterly line of Crossman Road and along said curve concave
Easterly with a radius of 108.99 feet through a central angle of 11 degrees 34'
1" in an arc length of 22.00 feet the true point of this description; thence
continuing Southerly and Southeasterly along said Easterly line of Crossman Road
the following four (4) described courses: (1) continuing along said curve (from
a tangent bearing of South 2 degrees 01' 41" East) concave Easterly with a
radius of 108.99 feet through a central angle of 23 degrees 25' 59" an arc
length of 44.58 feet; (2) South 25 degrees 27' 40" East 79.86 feet to a curve;
(3) Southeasterly along said curve concave Northeasterly with a radius of 108.99
feet, through a central angle of 9 degrees 00' 00" in an arc length of 17.12
feet; (4) South 34 degrees 27' 40" East 23.31 feet to the Northeasterly line of
said Fair Oaks Avenue; thence Southeasterly along said Northeasterly line of
Fair Oaks Avenue South 50 degrees 50' 59" East 139.04 feet; thence leaving said
Northeasterly line of Fair Oaks Avenue North 34 degrees 36' 17" West 57.40 feet;
thence North 50 degrees 50' 13" West 32.20 feet; thence North 34 degrees 36' 17"
West 205.73 feet to the true point of beginning.



<PAGE>   20

                                    EXHIBIT B

                       REQUIREMENTS RE: FORM OF GRANT DEED

The form of deed to be used to convey BNPLC's interest in the Improvements to
NAI or an Applicable Purchaser will depend upon whether BNPLC's interest in the
Land has been or is being conveyed at the same time to the same party.

If BNPLC's interests in BOTH the Land and the Improvements are to be conveyed to
NAI or an Applicable Purchaser at the same time, because a sale under this
Purchase Agreement and a sale under the Other Purchase Agreement (covering the
Land) are being consummated at the same time and to the same party, then the one
deed in form attached as Exhibit B-1 will be used to convey both.

If, however, BNPLC's interest in the Land pursuant to the Other Purchase
Agreement has not been consummated before, and is not being consummated
contemporaneously with, the sale of BNPLC's interest in the Improvements under
this Agreement, then BNPLC's interest in the Improvements will be conveyed by a
deed in the from attached as Exhibit B-2.

Finally, BNPLC's interest in the Improvements will be conveyed by a deed in the
from attached as Exhibit B-3 if BNPLC's interest in the Land has been sold
pursuant to the Other Purchase Agreement before a sale of BNPLC's interest in
the Improvements under this Agreement, or BNPLC's interest in the Improvements
is being sold contemporaneously with a sale of BNPLC's interest in the Land, but
the purchaser of the Improvements is not the same as the purchaser of the Land.



<PAGE>   21

                                   EXHIBIT B-1

                             CORPORATION GRANT DEED



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------

MAIL TAX STATEMENTS TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------

                             CORPORATION GRANT DEED
                        (Covering Land and Improvements)

        FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
        BNP LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby
        grants to [NAI or the Applicable Purchaser] ("Grantee") all of Grantor's
        interest in the land situated in Sunnyvale, California, described on
        Annex A attached hereto and hereby made a part hereof and all
        improvements on such land, together with the any other right, title and
        interest of Grantor in and to any easements, rights-of-way, privileges
        and other rights appurtenant to such land or the improvements thereon;
        provided, however, that this grant is subject to the encumbrances
        described on Annex B (the "Permitted Encumbrances"). Grantee hereby
        assumes the obligations (including any personal obligations) of Grantor,
        if any, created by or under, and agrees to be bound by the terms and
        conditions of, the Permitted Encumbrances to the extent that the same
        concern or apply to the land or improvements conveyed by this deed.



<PAGE>   22

                                            BNP LEASING CORPORATION



Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


                                            [NAI or Applicable Purchaser]



Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------



                              EXHIBIT B-1 - PAGE 2
<PAGE>   23

STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------



                              EXHIBIT B-1 - PAGE 3
<PAGE>   24

                                     ANNEX A

                                LEGAL DESCRIPTION


[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

All of Parcel 1 as shown upon that certain map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of Parcel 5, as shown on Map
recorded in Book 413 of Maps, at Page 53, Santa Clara County Records, City of
Sunnyvale, Santa Clara County, California," which Map was filed for record in
the office of the Recorder of the County of Santa Clara, State of California on
July 18, 1978 in Book 423 of Maps, at Page 13.

Excepting therefrom, the following described property granted to the Santa Clara
County Transit District March 28, 1997 under Series No. 13654560:

All of that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, and being a portion of Parcel 1, as said
Parcel 1 is shown on that certain Parcel Map filed in Book 423 of Maps, Page 13,
Records of Santa Clara County, California, and more particularly described as
follows:

Beginning at the point of intersection of the centerlines of Fair Oaks Avenue
and Crossman Road as said Avenue and Road are shown on said Parcel Map; thence
Northerly along said centerline of Crossman Road, North 18 degrees 37' 09" East
82.70 feet; thence Easterly at a right angle from said centerline of Crossman
Road, 71 degrees 22' 51" East 54.89 feet to a point on a curve on the Easterly
line of said Crossman Road; thence from a tangent bearing of South 9 degrees 32'
30" West along said Easterly line of Crossman Road and along said curve concave
Easterly with a radius of 108.99 feet through a central angle of 11 degrees 34'
1" in an arc length of 22.00 feet the true point of this description; thence
continuing Southerly and Southeasterly along said Easterly line of Crossman Road
the following four (4) described courses: (1) continuing along said curve (from
a tangent bearing of South 2 degrees 01' 41" East) concave Easterly with a
radius of 108.99 feet through a central angle of 23 degrees 25' 59" an arc
length of 44.58 feet; (2) South 25 degrees 27' 40" East 79.86 feet to a curve;
(3) Southeasterly along said curve concave Northeasterly with a radius of 108.99
feet, through a central angle of 9 degrees 00' 00" in an arc length of 17.12
feet; (4) South 34 degrees 27' 40" East 23.31 feet to the Northeasterly line of
said Fair Oaks Avenue; thence Southeasterly along said Northeasterly line of
Fair Oaks Avenue South 50 degrees 50' 59" East 139.04 feet; thence leaving said
Northeasterly line of Fair Oaks Avenue North 34 degrees 36' 17" West 57.40 feet;
thence North 50 degrees 50' 13" West 32.20 feet; thence North 34 degrees 36' 17"
West 205.73 feet to the true point of beginning.



                              EXHIBIT B-1 - PAGE 4
<PAGE>   25

                                     ANNEX B

                             PERMITTED ENCUMBRANCES

        [DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS
        REMOVABLE BY BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED
        BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND
        THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THIS DEED IS ACTUALLY
        EXECUTED AND DELIVERED BY BNPLC. SUCH ADDITIONAL ENCUMBRANCES WOULD
        INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS "PERMITTED
        ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
        TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL
        TO AN ADJUSTMENT.]

        This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase V - Improvements) incorporated by reference into the Lease
Agreement (Phase V Improvements) referenced in the last item of the list below),
including the following matters to the extent the same are still valid and in
force:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
        commencing with Section 75 of the California Revenue and Taxation Code,
        resulting from changes of ownership or completion of construction on or
        after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : 16-foot slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the State of
                     California
        Recorded   : October 9, 1964 in Book 6695, Page 389, Official Records
        Affects    : Southerly 16 feet abutting Moffett Park Drive, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed
                     for Network Appliance, 1260 Crossman Avenue," dated
                     January 21, 2000, prepared by Kier & Wright Civil Engineers
                     and Surveyors, Job No. 99274.

4.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the State of
                     California
        Recorded   : October 9, 1964 in Book 6695, Page 409, Official Records
        Affects    : Northwesterly 16 feet abutting Crossman Road, as shown on a
                     survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

5.      EASEMENT for the purposes stated herein and incidents thereto

        Purpose    : Public Utilities Easement
        Granted to : City of Sunnyvale, a municipal corporation of the State of
                     California
        Recorded   : October 9, 1964 in Book 6695, Page 457, Official Records
        Affects    : Northwesterly 7 feet abutting Crossman Road, as shown on a
                     survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260



                              EXHIBIT B-1 - PAGE 5
<PAGE>   26

                     Crossman Avenue," dated January 21, 2000, prepared by
                     Kier & Wright Civil Engineers and Surveyors, Job No. 99274.

6.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utility Easement
        Granted to : City of Sunnyvale, a municipal corporation of the State of
                     California
        Recorded   : September 24, 1965 in Book 7116, Page 489, Official
                     Records,
        Affects    : Southerly 7 feet abutting Moffett Park Drive, as shown on a
                     survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

7.      AGREEMENT on the terms and conditions contained therein
        For        : Construction of Storm Drainage Facilities
        Between    : City of Sunnyvale And : Moffett Park Associates, a joint
                     venture partnership
        Recorded   : November 2, 1966 in Book 7552, Page 688, Official Records

                     An amendment to said agreement recorded in an instrument
                     recorded April 21, 1967 in Book 7700, Page 638, Official
                     Records.

        An amendment to said agreement recorded in an instrument recorded
        February 23, 1968 in Book 8034, Page 631, Official Records.

        Notice affecting said real property-waiver of construction credit dated
        September 22, 1976 has been executed by Moffett Park Association (MPA) a
        joint venture partnership, recorded September 28, 1976 in Book C307,
        Page 346, Official Records.

8.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utilities Easement
        Recorded   : July 18, 1978 in Book 423 of Maps, at page 13
        Affects    : Northwesterly 9 feet, Southwesterly 15 feet from the
                     Southernmost 9 feet of said land, as shown on a survey plat
                     entitled "ALTA/ACSM Land Title Surveyed for Network
                     Appliance, 1260 Crossman Avenue," dated January 21, 2000,
                     prepared by Kier & Wright Civil Engineers and Surveyors,
                     Job No. 99274.

9.      Limitations, covenants, conditions, restrictions, reservations,
        exceptions, terms, liens or charges, but deleting any covenant,
        condition or restriction indicating a preference, limitation or
        discrimination based on race, color, religion, sex, handicap, familial
        status, or national origin to the extent such covenants, conditions or
        restrictions violate 42 U.S.C. 3604(c), contained in the document
        recorded March 8, 1978 in Book D511, Page 396, Official Records.

        And re-recorded December 12, 1978 in Book E157, Page 147, Official
        Records.



                              EXHIBIT B-1 - PAGE 6
<PAGE>   27

                                   EXHIBIT B-2

                             CORPORATION GRANT DEED



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------

MAIL TAX STATEMENTS TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------


                             CORPORATION GRANT DEED
         (Covering Improvements but not the Land under the Improvements)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the
buildings and other improvements (the "Improvements") on the land situated in
Sunnyvale, California, described on Annex A attached hereto and hereby made a
part hereof (the "Land"), together with the any other right, title and interest
of Grantor in and to any easements, rights-of-way, privileges and other rights
appurtenant to the Improvements; provided, however, that this grant is subject
to the encumbrances described on Annex B (the "Permitted Encumbrances") and any
reservations or qualifications set forth below. Grantee hereby assumes the
obligations (including any personal obligations) of Grantor, if any, created by
or under, and agrees to be bound by the terms and conditions of, the Permitted
Encumbrances to the extent that the same concern or apply to the Improvements.

Although this deed conveys Grantor's interest in the Improvements, this deed
does not convey any interest in the Land under the Improvements or any rights or
easements appurtenant to Land. Grantor retains and reserves all right, title and
interest of Grantor in and to the Land and any rights and easements appurtenant
to Land. Further, this deed does not convey any right of access over or right to
use the Land, it being understood that the right of Grantee or its successors
and assigns to maintain or



<PAGE>   28

use the improvements conveyed hereby shall be on and subject to the terms and
conditions of any separate ground lease or deed that Grantee may from time to
time obtain from the owner of the Land. If Grantee does not obtain a separate
deed or ground lease giving Grantee the authority to maintain the Improvements
on the Land, Grantee shall remove or abandon the Improvements promptly upon
request of the owner of the Land. Nothing herein or in the agreements pursuant
to which this deed is being delivered shall be construed as an obligation on the
part of Grantor to deliver or cooperate reasonably in obtaining for Grantee any
deed or ground lease covering the Land described on Annex A.



                              EXHIBIT B2 - PAGE 2
<PAGE>   29

                                            BNP LEASING CORPORATION



Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


                                            [NAI or Applicable Purchaser]



Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------------



                              EXHIBIT B2 - PAGE 3
<PAGE>   30

                                     ANNEX A

                                LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

                                Legal Description

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

All of Parcel 1 as shown upon that certain map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of Parcel 5, as shown on Map
recorded in Book 413 of Maps, at Page 53, Santa Clara County Records, City of
Sunnyvale, Santa Clara County, California," which Map was filed for record in
the office of the Recorder of the County of Santa Clara, State of California on
July 18, 1978 in Book 423 of Maps, at Page 13.

Excepting therefrom, the following described property granted to the Santa Clara
County Transit District March 28, 1997 under Series No. 13654560:

All of that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, and being a portion of Parcel 1, as said
Parcel 1 is shown on that certain Parcel Map filed in Book 423 of Maps, Page 13,
Records of Santa Clara County, California, and more particularly described as
follows:

Beginning at the point of intersection of the centerlines of Fair Oaks Avenue
and Crossman Road as said Avenue and Road are shown on said Parcel Map; thence
Northerly along said centerline of Crossman Road, North 18 degrees 37' 09" East
82.70 feet; thence Easterly at a right angle from said centerline of Crossman
Road, 71 degrees 22' 51" East 54.89 feet to a point on a curve on the Easterly
line of said Crossman Road; thence from a tangent bearing of South 9 degrees 32'
30" West along said Easterly line of Crossman Road and along said curve concave
Easterly with a radius of 108.99 feet through a central angle of 11 degrees 34'
1" in an arc length of 22.00 feet the true point of this description; thence
continuing Southerly and Southeasterly along said Easterly line of Crossman Road
the following four (4) described courses: (1) continuing along said curve (from
a tangent bearing of South 2 degrees 01' 41" East) concave Easterly with a
radius of 108.99 feet through a central angle of 23 degrees 25' 59" an arc
length of 44.58 feet; (2) South 25 degrees 27' 40" East 79.86 feet to a curve;
(3) Southeasterly along said curve concave Northeasterly with a radius of 108.99
feet, through a central angle of 9 degrees 00' 00" in an arc length of 17.12
feet; (4) South 34 degrees 27' 40" East 23.31 feet to the Northeasterly line of
said Fair Oaks Avenue; thence Southeasterly along said Northeasterly line of
Fair Oaks Avenue South 50 degrees 50' 59" East 139.04 feet; thence leaving said
Northeasterly line of Fair Oaks Avenue North 34 degrees 36' 17" West 57.40 feet;
thence North 50 degrees 50' 13" West 32.20 feet; thence North 34 degrees 36' 17"
West 205.73 feet to the true point of beginning.



                              EXHIBIT B2 - PAGE 4
<PAGE>   31

                                     ANNEX B

                             PERMITTED ENCUMBRANCES

        [DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS
        REMOVABLE BY BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED
        BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND
        THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THIS DEED IS ACTUALLY
        EXECUTED AND DELIVERED BY BNPLC. SUCH ADDITIONAL ENCUMBRANCES WOULD
        INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS "PERMITTED
        ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
        TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL
        TO AN ADJUSTMENT.]

        This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase V - Improvements) incorporated by reference into the Lease
Agreement (Phase V Improvements referenced in the last item of the list below),
including the following matters to the extent the same are still valid and in
force:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
        commencing with Section 75 of the California Revenue and Taxation Code,
        resulting from changes of ownership or completion of construction on or
        after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : 16-foot slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 389, Official Records
        Affects    : Southerly 16 feet abutting Moffett Park Drive, as shown
                     on a survey plat entitled "ALTA/ACSM Land Title Surveyed
                     for Network Appliance, 1260 Crossman Avenue," dated January
                     21, 2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

4.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 409, Official Records
        Affects    : Northwesterly 16 feet abutting Crossman Road, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

5.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utilities Easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 457, Official Records
        Affects    : Northwesterly 7 feet abutting Crossman Road, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance,



                              EXHIBIT B2 - PAGE 5
<PAGE>   32

                     1260 Crossman Avenue," dated January 21, 2000, prepared
                     by Kier & Wright Civil Engineers and Surveyors, Job No.
                     99274.

6.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utility Easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : September 24, 1965 in Book 7116, Page 489, Official
                     Records,
        Affects    : Southerly 7 feet abutting Moffett Park Drive, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

7.      AGREEMENT on the terms and conditions contained therein
        For        : Construction of Storm Drainage Facilities
        Between    : City of Sunnyvale
        And        : Moffett Park Associates, a joint venture partnership
        Recorded   : November 2, 1966 in Book 7552, Page 688, Official Records

        An amendment to said agreement recorded in an instrument recorded April
        21, 1967 in Book 7700, Page 638, Official Records.

        An amendment to said agreement recorded in an instrument recorded
        February 23, 1968 in Book 8034, Page 631, Official Records.

        Notice affecting said real property-waiver of construction credit dated
        September 22, 1976 has been executed by Moffett Park Association (MPA) a
        joint venture partnership, recorded September 28, 1976 in Book C307,
        Page 346, Official Records.


        EASEMENT for the purposes stated herein and incidents thereto

        Purpose    : Public Utilities Easement

        Recorded   : July 18, 1978 in Book 423 of Maps, at page 13

        Affects    : Northwesterly 9 feet, Southwesterly 15 feet from the
                     Southernmost 9 feet of said land, as shown on a survey plat
                     entitled "ALTA/ACSM Land Title Surveyed for Network
                     Appliance, 1260 Crossman Avenue," dated January 21, 2000,
                     prepared by Kier & Wright Civil Engineers and Surveyors,
                     Job No. 99274.

8.      Limitations, covenants, conditions, restrictions, reservations,
        exceptions, terms, liens or charges, but deleting any covenant,
        condition or restriction indicating a preference, limitation or
        discrimination based on race, color, religion, sex, handicap, familial
        status, or national origin to the extent such covenants, conditions or
        restrictions violate 42 U.S.C. 3604(c), contained in the document
        recorded March 8, 1978 in Book D511, Page 396, Official Records.

        And re-recorded December 12, 1978 in Book E157, Page 147, Official
        Records.



                              EXHIBIT B2 - PAGE 6
<PAGE>   33

                                   EXHIBIT B-3

                             CORPORATION GRANT DEED

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------

MAIL TAX STATEMENTS TO:

NAME:   [NAI or the Applicable Purchaser]
ADDRESS:
         -------------------------
ATTN:
         -------------------------
CITY:
         -------------------------
STATE:
         -------------------------
Zip:
         -------------------------


                             CORPORATION GRANT DEED
           (Covering Improvements but not Land under the Improvements)

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BNP
LEASING CORPORATION, a Delaware corporation ("Grantor"), hereby grants to [NAI
or the Applicable Purchaser] ("Grantee") all of Grantor's interest in the
buildings and other improvements (the "Improvements") on the land situated in
Sunnyvale, California, described on Annex A attached hereto and hereby made a
part hereof (the "Land"), together with the any other right, title and interest
of Grantor in and to any easements, rights-of-way, privileges and other rights
appurtenant to the Improvements; provided, however, that this grant is subject
to the encumbrances described on Annex B (the "Permitted Encumbrances") and any
reservations or qualifications set forth below. Grantee hereby assumes the
obligations (including any personal obligations) of Grantor, if any, created by
or under, and agrees to be bound by the terms and conditions of, the Permitted
Encumbrances to the extent that the same concern or apply to the Improvements.

Although this deed conveys Grantor's interest in the Improvements on the Land,
this deed does not convey any interest in the Land itself or any rights or
easements appurtenant to Land. Prior to or contemporaneously with the delivery
of this deed, Grantor has conveyed or is conveying the Land and appurtenant
rights and easements to another party, subject to the terms and conditions of a
Ground Lease dated ________, filed or to be filed for record in the Santa Clara
County records. Grantor is assigning it's rights as lessee under the Ground
Lease to Grantee by a separate instrument dated of even date herewith.



<PAGE>   34

                                            BNP LEASING CORPORATION


Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


                                            [NAI or Applicable Purchaser]



Date:  As of                                By
             -----------                       ---------------------------------
                                               Its

                                            Attest
                                               ---------------------------------
                                               Its


STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------------



                               EXHIBIT B3 - PAGE 2
<PAGE>   35

STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------------



                               EXHIBIT B3 - PAGE 3
<PAGE>   36

                                     ANNEX A

                                LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE LAND LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DEED TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.] Legal Description

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

All of Parcel 1 as shown upon that certain map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of Parcel 5, as shown on Map
recorded in Book 413 of Maps, at Page 53, Santa Clara County Records, City of
Sunnyvale, Santa Clara County, California," which Map was filed for record in
the office of the Recorder of the County of Santa Clara, State of California on
July 18, 1978 in Book 423 of Maps, at Page 13.

Excepting therefrom, the following described property granted to the Santa Clara
County Transit District March 28, 1997 under Series No. 13654560:

All of that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, and being a portion of Parcel 1, as said
Parcel 1 is shown on that certain Parcel Map filed in Book 423 of Maps, Page 13,
Records of Santa Clara County, California, and more particularly described as
follows:

Beginning at the point of intersection of the centerlines of Fair Oaks Avenue
and Crossman Road as said Avenue and Road are shown on said Parcel Map; thence
Northerly along said centerline of Crossman Road, North 18 degrees 37' 09" East
82.70 feet; thence Easterly at a right angle from said centerline of Crossman
Road, 71 degrees 22' 51" East 54.89 feet to a point on a curve on the Easterly
line of said Crossman Road; thence from a tangent bearing of South 9 degrees 32'
30" West along said Easterly line of Crossman Road and along said curve concave
Easterly with a radius of 108.99 feet through a central angle of 11 degrees 34'
1" in an arc length of 22.00 feet the true point of this description; thence
continuing Southerly and Southeasterly along said Easterly line of Crossman Road
the following four (4) described courses: (1) continuing along said curve (from
a tangent bearing of South 2 degrees 01' 41" East) concave Easterly with a
radius of 108.99 feet through a central angle of 23 degrees 25' 59" an arc
length of 44.58 feet; (2) South 25 degrees 27' 40" East 79.86 feet to a curve;
(3) Southeasterly along said curve concave Northeasterly with a radius of 108.99
feet, through a central angle of 9 degrees 00' 00" in an arc length of 17.12
feet; (4) South 34 degrees 27' 40" East 23.31 feet to the Northeasterly line of
said Fair Oaks Avenue; thence Southeasterly along said Northeasterly line of
Fair Oaks Avenue South 50 degrees 50' 59" East 139.04 feet; thence leaving said
Northeasterly line of Fair Oaks Avenue North 34 degrees 36' 17" West 57.40 feet;
thence North 50 degrees 50' 13" West 32.20 feet; thence North 34 degrees 36' 17"
West 205.73 feet to the true point of beginning.



                               EXHIBIT B3 - PAGE 4
<PAGE>   37

                                     ANNEX B

                             PERMITTED ENCUMBRANCES

        [DRAFTING NOTE: TO THE EXTENT THAT ENCUMBRANCES (OTHER THAN "LIENS
        REMOVABLE BY BNPLC") ARE IDENTIFIED IN ADDITION TO THOSE DESCRIBED
        BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO THE LIST BELOW AND
        THIS "DRAFTING NOTE" WILL BE DELETED BEFORE THIS DEED IS ACTUALLY
        EXECUTED AND DELIVERED BY BNPLC. SUCH ADDITIONAL ENCUMBRANCES WOULD
        INCLUDE ANY NEW ENCUMBRANCES APPROVED BY BNPLC AS "PERMITTED
        ENCUMBRANCES" UNDER THE LAND LEASE OR THE OTHER LEASE AGREEMENT FROM
        TIME TO TIME OR BECAUSE OF NAI'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL
        TO AN ADJUSTMENT.]

        This conveyance is subject to all encumbrances not constituting a "Lien
Removable by BNPLC" (as defined in the Common Definitions and Provisions
Agreement (Phase V - Improvements) incorporated by reference into the Lease
Agreement (Phase V Improvements referenced in the last item of the list below),
including the following matters to the extent the same are still valid and in
force:

1.      TAXES for the fiscal year 2000-2001, a lien not yet due or payable.

2.      THE LIEN of supplemental taxes, if any, assessed pursuant to Chapter 3.5
        commencing with Section 75 of the California Revenue and Taxation Code,
        resulting from changes of ownership or completion of construction on or
        after the date hereof.

3.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : 16-foot slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 389, Official Records
        Affects    : Southerly 16 feet abutting Moffett Park Drive, as shown
                     on a survey plat entitled "ALTA/ACSM Land Title Surveyed
                     for Network Appliance, 1260 Crossman Avenue," dated January
                     21, 2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

4.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Slope easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 409, Official Records
        Affects    : Northwesterly 16 feet abutting Crossman Road, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

5.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utilities Easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : October 9, 1964 in Book 6695, Page 457, Official Records



                               EXHIBIT B3 - PAGE 5
<PAGE>   38

        Affects    : Northwesterly 7 feet abutting Crossman Road, as shown on
                     a survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     2000, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.

6.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utility Easement
        Granted to : City of Sunnyvale, a municipal corporation of the
                     State of California
        Recorded   : September 24, 1965 in Book 7116, Page 489, Official
                     Records,
        Affects    : Southerly 7 feet abutting Moffett Park Drive, as shown on
                     survey plat entitled "ALTA/ACSM Land Title Surveyed for
                     Network Appliance, 1260 Crossman Avenue," dated January 21,
                     20, prepared by Kier & Wright Civil Engineers and
                     Surveyors, Job No. 99274.


7.      AGREEMENT on the terms and conditions contained therein
        For        : Construction of Storm Drainage Facilities
        Between    : City of Sunnyvale
        And        : Moffett Park Associates, a joint venture partnership
        Recorded   : November 2, 1966 in Book 7552, Page 688, Official Records

        An amendment to said agreement recorded in an instrument recorded April
        21, 1967 in Book 7700, Page 638, Official Records.

        An amendment to said agreement recorded in an instrument recorded
        February 23, 1968 in Book 8034, Page 631, Official Records.

        Notice affecting said real property-waiver of construction credit dated
        September 22, 1976 has been executed by Moffett Park Association (MPA) a
        joint venture partnership, recorded September 28, 1976 in Book C307,
        Page 346, Official Records.

8.      EASEMENT for the purposes stated herein and incidents thereto
        Purpose    : Public Utilities Easement
        Recorded   : July 18, 1978 in Book 423 of Maps, at page 13
        Affects    : Northwesterly 9 feet, Southwesterly 15 feet from the
                     Southernmost 9 feet of said land, as shown on a survey plat
                     entitled "ALTA/ACSM Land Title Surveyed for Network
                     Appliance, 1260 Crossman Avenue," dated January 21, 2000,
                     prepared by Kier & Wright Civil Engineers and Surveyors,
                     Job No. 99274.

9.      Limitations, covenants, conditions, restrictions, reservations,
        exceptions, terms, liens or charges, but deleting any covenant,
        condition or restriction indicating a preference, limitation or
        discrimination based on race, color, religion, sex, handicap, familial
        status, or national origin to the extent such covenants, conditions or
        restrictions violate 42 U.S.C. 3604(c), contained in the document
        recorded March 8, 1978 in Book D511, Page 396, Official Records.

        And re-recorded December 12, 1978 in Book E157, Page 147, Official
        Records.



                               EXHIBIT B3 - PAGE 6
<PAGE>   39

                                    EXHIBIT C

                           BILL OF SALE AND ASSIGNMENT

        Reference is made to: (1) that certain Purchase Agreement (Phase V -
Improvements) between BNP Leasing Corporation ("ASSIGNOR") and Network
Appliance, Inc., dated as of March 1, 2000, (the "PURCHASE AGREEMENT") and (2)
that certain Lease Agreement (Phase V Improvements) between Assignor, as
landlord, and Network Appliance, Inc., as tenant, dated as of March 1, 2000 (the
"IMPROVEMENTS LEASE"). (Capitalized terms used and not otherwise defined in this
document are intended to have the meanings assigned to them in the Common
Definitions and Provisions Agreement (Phase V - Improvements) incorporated by
reference into both the Purchase Agreement and Improvements Lease.)

        As contemplated by the Purchase Agreement, Assignor hereby sells,
transfers and assigns unto [NAI OR THE APPLICABLE PURCHASER, AS THE CASE MAY
BE], a _____________ ("ASSIGNEE"), all of Assignor's right, title and interest
in and to the following property, if any, to the extent such property is
assignable:

        (a) the Improvements Lease [DRAFTING NOTE: THE FOLLOWING WILL BE ADDED
ONLY IF APPLICABLE BECAUSE OF THE SIMULTANEOUS DELIVERY OF A GRANT DEED IN THE
FORM OF EXHIBIT B-3: and the Ground Lease dated _________, between _________, as
lessor, and Assignor, as lessee, filed for record on in ___________ of Santa
Clara County records (the "GROUND LEASE")];

        (b) any pending or future award made because of any condemnation
affecting the Property or because of any conveyance to be made in lieu thereof,
and any unpaid award for damage to the Property and any unpaid proceeds of
insurance or claim or cause of action for damage, loss or injury to the
Property; and

        (c) all other property included within the definition of "Property" as
set forth in the Purchase Agreement, including but not limited to any of the
following transferred to Assignor by the tenant pursuant to Paragraph 7 of the
Improvements Lease or otherwise acquired by Assignor, at the time of the
execution and delivery of the Improvements Lease and Purchase Agreement or
thereafter, by reason of Assignor's status as the owner of any interest in the
Property: 1) any goods, equipment, furnishings, furniture, chattels and tangible
personal property of whatever nature that are located on the Property and all
renewals or replacements of or substitutions for any of the foregoing; (ii) the
rights of Assignor, existing at the time of the execution of the Improvements
Lease and Purchase Agreement or thereafter arising, under Permitted Encumbrances
or Development Documents (both as defined in the Improvements Lease); and (iii)
any other permits, licenses, franchises, certificates, and other rights and
privileges related to the Property that Assignee would have acquired if Assignee
had itself acquired the Improvements covered by the Improvements Lease and
constructed the Improvements included in the Property.

Provided, however, excluded from this conveyance and reserved to Assignor are
any rights or privileges of Assignor under the following ("EXCLUDED RIGHTS"):
(1) the indemnities set forth in the Improvements Lease, whether such rights are
presently known or unknown, including rights of the Assignor to be indemnified
against environmental claims of third parties as provided in the Improvements
Lease which may not presently be known, (2) provisions in the Improvements Lease
that establish the right of Assignor to recover any accrued unpaid rent under
the Improvements Lease which may be outstanding as of the date hereof, (3)
agreements between Assignor and "BNPLC's Parent" or any "Participant," both as
defined in the Improvements Lease, or any modification or



<PAGE>   40

extension thereof, or (4) any other instrument being delivered to Assignor
contemporaneously herewith pursuant to the Purchase Agreement. To the extent
that this conveyance does include any rights to receive future payments under
the Improvements Lease, such rights ("INCLUDED RIGHTS") shall be subordinate to
Assignor's Excluded Rights, and Assignee hereby waives any rights to enforce
Included Rights until such time as Assignor has received all payments to which
it remains entitled by reason of Excluded Rights. If any amount shall be paid to
Assignee on account of any Included Rights at any time before Assignor has
received all payments to which it is entitled because of Excluded Rights, such
amount shall be held in trust by Assignee for the benefit of Assignor, shall be
segregated from the other funds of Assignee and shall forthwith be paid over to
Assignor to be held by Assignor as collateral for, or then or at any time
thereafter applied in whole or in part by Assignor against, the payments due to
Assignor because of Excluded Rights, whether matured or unmatured, in such order
as Assignor shall elect.

        Assignor does for itself and its successors covenant and agree to
warrant and defend the title to the property assigned herein against the just
and lawful claims and demands of any person claiming under or through a Lien
Removable by BNPLC, but not otherwise.

        Assignee hereby assumes and agrees to keep, perform and fulfill
Assignor's obligations, if any, relating to any permits or contracts, under
which Assignor has rights being assigned herein.

        IN WITNESS WHEREOF, the parties have executed this instrument as of
_______________, ______.



                                            ASSIGNOR:

                                            BNP LEASING CORPORATION a Delaware
                                            corporation


                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------

                                            ASSIGNEE:

                                            [NAI or the Applicable Purchaser], a

                                            --------------------


                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------



                               EXHIBIT C - PAGE 2
<PAGE>   41

STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------------



STATE OF _____________)
                      )      SS
COUNTY OF ____________)


        On ___________________ before me, _________, personally appeared
_________ and _________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the
instrument.

        WITNESS my hand and official seal.





        Signature
                 ---------------------------------



                               EXHIBIT C - PAGE 3
<PAGE>   42

                                     ANNEX A

                                LEGAL DESCRIPTION

[DRAFTING NOTE: TO THE EXTENT THAT THE "LAND" COVERED BY THE OTHER LEASE CHANGES
FROM TIME TO TIME BECAUSE OF ADJUSTMENTS FOR WHICH NAI REQUESTS BNPLC'S CONSENT
OR APPROVAL, SO TOO WILL THE DESCRIPTION OF THE LAND BELOW CHANGE. ANY SUCH
CHANGES WILL BE INCORPORATED INTO THE DESCRIPTION BELOW AND THIS "DRAFTING NOTE"
WILL BE DELETED BEFORE THE DOCUMENT TO WHICH THIS DESCRIPTION IS ATTACHED IS
ACTUALLY EXECUTED AND DELIVERED.]

The real property located in the City of Sunnyvale, County of Santa Clara, State
of California, described as follows:

All of Parcel 1 as shown upon that certain map entitled, "Parcel Map lying
within the City of Sunnyvale, being a resubdivision of Parcel 5, as shown on Map
recorded in Book 413 of Maps, at Page 53, Santa Clara County Records, City of
Sunnyvale, Santa Clara County, California," which Map was filed for record in
the office of the Recorder of the County of Santa Clara, State of California on
July 18, 1978 in Book 423 of Maps, at Page 13.

Excepting therefrom, the following described property granted to the Santa Clara
County Transit District March 28, 1997 under Series No. 13654560:

All of that certain real property situated in the City of Sunnyvale, County of
Santa Clara, State of California, and being a portion of Parcel 1, as said
Parcel 1 is shown on that certain Parcel Map filed in Book 423 of Maps, Page 13,
Records of Santa Clara County, California, and more particularly described as
follows:

Beginning at the point of intersection of the centerlines of Fair Oaks Avenue
and Crossman Road as said Avenue and Road are shown on said Parcel Map; thence
Northerly along said centerline of Crossman Road, North 18 degrees 37' 09" East
82.70 feet; thence Easterly at a right angle from said centerline of Crossman
Road, 71 degrees 22' 51" East 54.89 feet to a point on a curve on the Easterly
line of said Crossman Road; thence from a tangent bearing of South 9 degrees 32'
30" West along said Easterly line of Crossman Road and along said curve concave
Easterly with a radius of 108.99 feet through a central angle of 11 degrees 34'
1" in an arc length of 22.00 feet the true point of this description; thence
continuing Southerly and Southeasterly along said Easterly line of Crossman Road
the following four (4) described courses: (1) continuing along said curve (from
a tangent bearing of South 2 degrees 01' 41" East) concave Easterly with a
radius of 108.99 feet through a central angle of 23 degrees 25' 59" an arc
length of 44.58 feet; (2) South 25 degrees 27' 40" East 79.86 feet to a curve;
(3) Southeasterly along said curve concave Northeasterly with a radius of 108.99
feet, through a central angle of 9 degrees 00' 00" in an arc length of 17.12
feet; (4) South 34 degrees 27' 40" East 23.31 feet to the Northeasterly line of
said Fair Oaks Avenue; thence Southeasterly along said Northeasterly line of
Fair Oaks Avenue South 50 degrees 50' 59" East 139.04 feet; thence leaving said
Northeasterly line of Fair Oaks Avenue North 34 degrees 36' 17" West 57.40 feet;
thence North 50 degrees 50' 13" West 32.20 feet; thence North 34 degrees 36' 17"
West 205.73 feet to the true point of beginning.



                               EXHIBIT C - PAGE 4
<PAGE>   43

                                    EXHIBIT D

         ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

        THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
(this "CERTIFICATE") is made as of ___________________, ____, by [NAI or the
Applicable Purchaser, as the case may be], a ___________________ ("GRANTEE").

        Contemporaneously with the execution of this Certificate, BNP Leasing
Corporation, a Delaware corporation ("BNPLC"), is executing and delivering to
Grantee (1) a corporate grant deed and (2) a Bill of Sale and Assignment (the
foregoing documents and any other documents to be executed in connection
therewith are herein called the "CONVEYANCING DOCUMENTS" and any of the
properties, rights or other matters assigned, transferred or conveyed pursuant
thereto are herein collectively called the "SUBJECT PROPERTY").

        NOTWITHSTANDING ANY PROVISION CONTAINED IN THE CONVEYANCING DOCUMENTS TO
THE CONTRARY, GRANTEE ACKNOWLEDGES THAT BNPLC MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY NATURE OR KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, WITH
RESPECT TO ENVIRONMENTAL MATTERS OR THE PHYSICAL CONDITION OF THE SUBJECT
PROPERTY, AND GRANTEE, BY ACCEPTANCE OF THE CONVEYANCING DOCUMENTS, ACCEPTS THE
SUBJECT PROPERTY "AS IS," "WHERE IS," "WITH ALL FAULTS" AND WITHOUT ANY SUCH
REPRESENTATION OR WARRANTY BY GRANTOR AS TO ENVIRONMENTAL MATTERS, THE PHYSICAL
CONDITION OF THE SUBJECT PROPERTY, COMPLIANCE WITH SUBDIVISION OR PLATTING
REQUIREMENTS OR CONSTRUCTION OF ANY IMPROVEMENTS. Without limiting the
generality of the foregoing, Grantee hereby further acknowledges and agrees that
warranties of merchantability and fitness for a particular purpose are excluded
from the transaction contemplated by the Conveyancing Documents, as are any
warranties arising from a course of dealing or usage of trade. Grantee hereby
assumes all risk and liability (and agrees that BNPLC shall not be liable for
any special, direct, indirect, consequential, or other damages) resulting or
arising from or relating to the ownership, use, condition, location,
maintenance, repair, or operation of the Subject Property, except for damages
proximately caused by (and attributed by any applicable principles of
comparative fault to) the Established Misconduct of BNPLC. As used in the
preceding sentence, "ESTABLISHED MISCONDUCT" is intended to have, and be limited
to, the meaning given to it in the Common Definitions and Provisions Agreement
(Phase V - Improvements) incorporated by reference into the Purchase Agreement
(Phase V- Improvements) between BNPLC and Network Appliance, Inc. dated March 1,
2000, pursuant to which Purchase Agreement BNPLC is delivering the Conveyancing
Documents.

        The provisions of this Certificate shall be binding on Grantee, its
successors and assigns and any other party claiming through Grantee. Grantee
hereby acknowledges that BNPLC is entitled to rely and is relying on this
Certificate.

        EXECUTED as of ________________, ____.

                                            [NAI or the Applicable Purchaser]

                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------



<PAGE>   44

                                    EXHIBIT E

                             SECRETARY'S CERTIFICATE

        The undersigned, [Secretary or Assistant Secretary] of BNP Leasing
Corporation, a Delaware corporation (the "Corporation"), hereby certifies as
follows:

        1. That he is the duly, elected, qualified and acting Secretary [or
Assistant Secretary] of the Corporation and has custody of the corporate
records, minutes and corporate seal.

        2. That the following named persons have been properly designated,
elected and assigned to the office in the Corporation as indicated below; that
such persons hold such office at this time and that the specimen signature
appearing beside the name of such officer is his or her true and correct
signature.

[THE FOLLOWING BLANKS MUST BE COMPLETED WITH THE NAMES AND SIGNATURES OF THE
OFFICERS WHO WILL BE SIGNING THE DEED AND OTHER SALE CLOSING DOCUMENTS ON BEHALF
OF THE CORPORATION.]

<TABLE>
<CAPTION>
Name                           Title                   Signature
----                           -----                   ---------
<S>                            <C>                     <C>

----------------------         ----------------        -------------------------

----------------------         ----------------        -------------------------
</TABLE>



        3. That the resolutions attached hereto and made a part hereof were duly
adopted by the Board of Directors of the Corporation in accordance with the
Corporation's Articles of Incorporation and Bylaws. Such resolutions have not
been amended, modified or rescinded and remain in full force and effect.

        IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporation on this _____ day of __________, _____.



                                            [signature and title]



<PAGE>   45

                            CORPORATE RESOLUTIONS OF
                             BNP LEASING CORPORATION

        WHEREAS, pursuant to that certain Purchase Agreement (Phase V -
Improvements) (herein called the "Purchase Agreement") dated as of March 1,
2000, by and between BNP Leasing Corporation (the "Corporation") and [NAI OR THE
APPLICABLE PURCHASER AS THE CASE MAY BE] ("Purchaser"), the Corporation agreed
to sell and Purchaser agreed to purchase or cause the Applicable Purchaser (as
defined in the Purchase Agreement) to purchase the Corporation's interest in the
property (the "Property") located in Sunnyvale, California more particularly
described therein.

        NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Corporation, in its best business judgment, deems it in the best interest of the
Corporation and its shareholders that the Corporation convey the Property to
Purchaser or the Applicable Purchaser pursuant to and in accordance with the
terms of the Purchase Agreement.

        RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed in the name and on behalf of the
Corporation to cause the Corporation to fulfill its obligations under the
Purchase Agreement.

        RESOLVED FURTHER, that the proper officers of the Corporation, and each
of them, are hereby authorized and directed to take or cause to be taken any and
all actions and to prepare or cause to be prepared and to execute and deliver
any and all deeds and other documents, instruments and agreements that shall be
necessary, advisable or appropriate, in such officer's sole and absolute
discretion, to carry out the intent and to accomplish the purposes of the
foregoing resolutions.



                               EXHIBIT E - PAGE 2
<PAGE>   46

                                    EXHIBIT F

                                FIRPTA STATEMENT

        Section 1445 of the Internal Revenue Code of 1986, as amended, provides
that a transferee of a U.S. real property interest must withhold tax if the
transferor is a foreign person. Sections 18805, 18815 and 26131 of the
California Revenue and Taxation Code, as amended, provide that a transferee of a
California real property interest must withhold income tax if the transferor is
a nonresident seller.

        To inform [NAI OR THE APPLICABLE PURCHASER] (the "Transferee") that
withholding of tax is not required upon the disposition of a California real
property interest by transferor, BNP Leasing Corporation (the "Seller"), the
undersigned hereby certifies the following on behalf of the Seller:

        1. The Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations);

        2. The United States employer identification number for the Seller is
_________________;

        3. The office address of the Seller is ________   ______________________
_________________.

        4. The Seller is qualified to do business in California.

        The Seller understands that this certification may be disclosed to the
Internal Revenue Service and/or to the California Franchise Tax Board by the
Transferee and that any false statement contained herein could be punished by
fine, imprisonment, or both.

        The Seller understands that the Transferee is relying on this affidavit
in determining whether withholding is required upon said transfer.

        Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of the Seller.

        Dated: ___________, ____.



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



<PAGE>   47

                                    EXHIBIT K

             NOTICE OF ELECTION TO TERMINATE THE PURCHASE OPTION AND
                NAI'S INITIAL REMARKETING RIGHTS AND OBLIGATIONS

BNP Leasing Corporation
12201 Merit Drive
Suite 860
Dallas, Texas 75251
Attention: Lloyd G. Cox

Re: Purchase Agreement (Phase V - Improvements) dated as of March 1, 2000 (the
"Purchase Agreement"), between Network Appliance, Inc. ("NAI") and BNP Leasing
Corporation ("BNPLC")

Gentlemen:

Capitalized terms used in this letter are intended to have the meanings assigned
to them in the Purchase Agreement referenced above. This letter shall constitute
a notice, given before the Base Rent Commencement Date pursuant to subparagraph
4(B) of the Purchase Agreement, of NAI's election to terminate the Purchase
Option and NAI's Initial Remarketing Rights and Obligations. NAI irrevocably
elects to terminate the Purchase Option and NAI's Initial Remarketing Rights and
Obligations effective immediately, subject only to the conditions described
below.

NAI acknowledges that the election made by NAI described above constitutes an
Issue 97-10 Election under and as defined in the Operative Documents.

NAI also acknowledges that its right to terminate the Purchase Option and NAI's
Initial Remarketing Rights and Obligations is subject to the condition precedent
that (x) NAI shall have given Notice of NAI's Election to Terminate pursuant to
Paragraph 5(D) of the Construction Management Agreement, or (y) BNPLC shall have
given any FOCB Notice as provided in Paragraph 5(E) of the Construction
Management Agreement, or (z) BNPLC shall have given notice of its election to
accelerate the Designated Sale Date when an Event of Default has occurred and is
continuing as provided in clause (5) of the definition Designated Sale Date in
the Common Definitions and Provisions Agreement (Phase V - Improvements).
Accordingly, if none of the notices described in the preceding sentence have
been given, the Purchase Option and NAI's Initial Remarketing Rights and
Obligations shall not terminate by reason of this notice.

NAI further acknowledges that no termination of the Purchase Option and NAI's
Initial Remarketing Rights and Obligations by NAI pursuant to this notice shall
be effective, unless contemporaneously with the giving of this notice NAI shall
deliver to BNPLC a full Issue 97-10 Prepayment. NAI hereby covenants to pay, if
NAI has not already done so, a full Issue 97-10 Prepayment to BNPLC.



<PAGE>   48

Finally, NAI acknowledges that a termination of the Purchase Option and NAI's
Initial Remarketing Rights and Obligations pursuant to this notice shall cause
the Improvements Lease to terminate as of the Base Rent Commencement Date
pursuant to subparagraph 1(b) of the Improvements Lease.

Executed this _____ day of ______________, 2000.

NETWORK APPLIANCE, INC.

Name:
Title:



[cc all Participants]



                                EXHIBIT K-PAGE 2
</TEXT>
</DOCUMENT>
