Common use of Right of First Refusal to Purchase Clause in Contracts

Right of First Refusal to Purchase. (a) If, at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmitted.

Right of First Refusal to Purchase. There is no option to purchase in favor of Tenant; however, provided Tenant is not in default under this Lease, if Landlord considers entering into a real estate purchase agreement to sell the Demised Premises, then (aunless the right of first refusal is waived) If, at any time said purchase agreement shall have a provision that it is subject to and from time to time during the term contingent upon a right of first refusal in favor of the Lease Tenant, and Tenant shall be given a copy of the executed purchase agreement (excluding or an unexecuted version so long as the first eighteen (18) months of this Leasefinal executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), Landlord decides and Tenant shall have ten (10) business days from receipt thereof to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to the Landlord that Tenant wants to exercise its right of first refusal to purchase the property on the same terms and conditions as the buyer in the executed (or unexecuted) purchase agreement. If Tenant timely exercises its right, then the Tenant shall promptly execute a purchase agreement with the same terms and the executed purchase agreement, if any exist, with the third party buyer shall be terminated by Landlord or become a back-up contract (at the option of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a and third party (buyer) in case Tenant does not close or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlorddefaults. If Tenant fails to accept such offer in accordance with this paragraph get the written notice to Landlord within the applicable time period10 business days as required, then Tenant shall be conclusively presumed deemed to have rejected such offerwaived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days of Landlord’s request, a letter confirming that Tenant has in which event fact waived its right of first refusal contained herein. If Landlord shall be freedoes not complete the sale to the buyer on the same financial, at any time thereafterdue diligence, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price financing, and upon closing terms and conditions as presented to Tenant, or such sale is not more favorable to the Qualified Purchaser than those contained in Landlord's completed within 180 days after notice to Tenant, except as specifically provided belowthen Tenant will once again have a renewed right of first refusal to purchase the Demised Premises. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration Time is of the applicable time period, that such offer has been rejectedessence as to all notice requirements from Tenant to Landlord hereunder. This right of first refusal shall not apply to: (i) any offer or sale incidental terminate automatically and never be reinstated upon a Tenant default, after notice and opportunity to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be cure in accordance with the Purchase Procedure. Any conveyance by Landlord Article 20 hereof and/or expiration or termination of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmitted.

Right of First Refusal to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (aor another special purpose entity with the same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) If, at any time and from time to time during the term it then owns all of the Lease Subject Buildings (excluding as defined below), and it receives an unsolicited offer to purchase the first eighteen (18) months of Subject Buildings only which Landlord desires to accept, and provided that Tenant is not in default under this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant provide a summary of the pertinent economic terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt“Unsolicited Offer Summary”), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty notify Landlord in writing with seven (307) days after receipt of the notice in which Unsolicited Offer Summary of Tenant’s election to elect to acquire purchase the Leased Premises or such ownership interest Subject Buildings on the terms contained set forth in the noticeUnsolicited Offer Summary (“Tenant’s Purchase Election Notice”). Such Failure of Tenant to deliver Tenant’s Purchase Election Notice within the required time period shall be deemed an election by Tenant not to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejectedSubject Buildings. This right shall be personal to Aruba Networks, Inc., applies only to a sale of first refusal all of the Subject Buildings only, and without limitation shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premisesevent of (a) a sale of the Project, (iib) any transfer by an other multi-building or among the owners of Landlord to any other owner of Landlordmulti-project portfolio sale, (c) a Property, multi-property, or a transfer by any beneficial owner to such owner's immediate family Project recapitalization or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlordfinancing, or (ivd) any transfer resulting from a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master limited partnership, REIT, UPREIT, etc.) involving the death Property or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to TenantProject. In the event Tenant delivers Tenant’s Purchase Election Notice within the time period required herein, Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentenceand Tenant, Tenant shall have within ten (10) Business Days business days after Landlord’s receipt of such reTenant’s Purchase Election Notice, shall enter into an “As-offer in which Is” Purchase and Sale Agreement, without representations or warranties other than those relating to elect to acquire the Leased Premises or such ownership interest on authority, and otherwise reflecting the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedUnsolicited Offer Summary.

Right of First Refusal to Purchase. (a) If, at any time and from time Subject to time during the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant of the terms of this Section 17.2, Tenant will have an ongoing right of first refusal (the “Purchase ROFR”) to purchase the Tenant Space. Landlord will inform Tenant in writing (and provide reasonable details of such transfer. Landlord's notice shall set forth transaction, including, without limitation, a copy of the economic terms on agreed upon letter of intent (if one has been agreed upon) for which Landlord has received a bona fide offer the parties and any other confidential information may be redacted) (the “ROFR Notice”) prior to sell the Leased Premises or such ownership interest to accepting a third party offer (a “Third Party Offer”) to purchase all or from which Landlord's owners intend a portion of the Tenant Space (the Tenant Space, or such portion thereof, that is then the subject of such Third Party Offer is referred to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which herein as the “ROFR Property”). Tenant may purchase exercise its Purchase ROFR by providing written notice of such exercise (the Leased Premises or such ownership interest“ROFR Acceptance Notice”) to Landlord within ten (10) business days after receiving the ROFR Notice. If Tenant exercises its Purchase ROFR, the terms and which cash equivalent price and terms will not include conditions (including the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide price) for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord ROFR Property to be sold shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest be on the same terms contained and conditions as set forth in the notice. Such election ROFR Notice and otherwise as set forth in a commercially reasonable purchase agreement entered into by Landlord and Tenant (subject to purchase shall be by written notice to Landlordthe terms of Section 17.2.1, below). If Tenant fails to accept such offer in accordance with this paragraph within the applicable time periodtimely exercise its Purchase ROFR, Tenant shall be conclusively presumed to have rejected such offer, in which event then Landlord shall be freepermitted to proceed with the sale of the ROFR Property to any third party, at any time thereafterfree and clear of Tenant’s Purchase ROFR right, to sell so long as the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable set forth in the agreement, by virtue of which the sale is effected, are substantially the same as (or better for the Landlord, as the seller, than) the terms and conditions as set forth in the ROFR Notice, at which point the Purchase ROFR shall be void and of no further force or effect as to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration portion of the applicable time period, Tenant Space that such offer has been rejected. This right of first refusal shall not apply to: was sold (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with but the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease ROFR shall continue in full force and effecteffect as to all other portions of the Tenant Space). Upon any conveyance If, however, the terms and conditions set forth in the ROFR Notice are changed by Landlord of and the Leased Premises third party to whom Landlord intends to convey the ROFR Property, so that such terms and conditions are no longer the same as (or such ownership interestbetter for Landlord, as the seller, than) those set forth in the original ROFR Notice, Landlord shall provide update the ROFR Notice and resend to Tenant with copies of any change of ownership statements prior to in the filing of such statements with any governmental authority or agency. Notwithstanding same manner as the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedoriginal ROFR Notice.

Right of First Refusal to Purchase. A. Landlord hereby grants to Tenants a right of first refusal (athe “Right of First Refusal”) Ifto purchase all or part of the premises and the land upon which the premises are situated (collectively the “Property”), at on the same terms that Landlord is willing to accept from a third party, net of any time and from time real estate commissions, except that Tenants shall be entitled to time pay in cash the fair market value of any non-cash consideration to be paid by such third party. Tenants may exercise the Right of First Refusal during the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides including the Extension Period, so long as Tenants are. not in default under this Lease at the time Tenants exercise such right. Before accepting a bona fide third party offer to sell, exchange sell all or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more any part of the ownership interests in and to Landlord to a Qualified PurchaserProperty, or otherwise by operation of lawany interest therein, Landlord shall give written notice to Tenant notify Tenants of the terms name and address of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received proposed purchaser and furnish a bona fide copy of the offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third partypurchase. If Tenants, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have within thirty (30) days after receipt of Landlord’s notice, notify Landlord of their election to exercise the notice in which right of First Refusal to elect to acquire purchase, Landlord shall sell and convey the Leased Premises Property, or such ownership interest portion thereof as is subject to the offer to purchase, to Tenants on the terms contained and conditions stated in the noticesuch offer. Such If Tenants do not notify Landlord within said thirty (30) day period of their election to purchase exercise the Right of First Refusal, Landlord thereafter shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within have the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, right to sell and convey the Leased Premises or such ownership interest Property to a Qualified Purchaser at a purchase price and upon the proposed purchaser on the same terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord stated in the Leased Premises, (ii) any transfer by or among the owners of Landlord offer to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individualpurchase. If Landlord desires and the proposed purchaser do not enter into such offer to sell or offer for sale purchase within ninety (90) days after the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable date of Landlord’s notice to the Qualified Purchaser than offered to and not accepted by TenantTenants, Landlord shall not sell and convey the Leased Premises Property or such ownership interest without first any part thereof until Tenants are again offering given an opportunity to Tenant exercise the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) Right of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be First Refusal in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedthis Section.

Right of First Refusal to Purchase. (a) If, at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmitted. 28.

Right of First Refusal to Purchase. Subject to the limitations set forth in Section 51.1 hereof, during the Term, should Landlord receive a bona fide written offer (awhich, upon acceptance by Landlord, would constitute a legally binding obligation) Ifto purchase Landlord’s interest in Parcels 12 and/or 13 (“Proposed Offer”) from a third party, which Proposed Offer Landlord intends to accept, then Landlord shall submit a written offer (“Offer”) to Tenant to sell the leasehold to Tenant on terms and conditions, including price, which are no less favorable than those of the Proposed Offer. The Offer shall disclose the identity of the proposed buyer and the terms and conditions, including price, of the Proposed Offer. The Offer shall state that Tenant may acquire the leasehold for the price and upon the other terms contained in the Proposed Offer. Should Tenant desire to purchase the leasehold, Tenant shall communicate its election within 20 days after the date of the Offer. Such communication shall, when taken in conjunction with the Offer, constitute a legally binding agreement for the sale and purchase of the Premises. The sale of the leasehold to Tenant pursuant to this Section 45 shall be closed no later than the 120th day after the date of the Offer or earlier if the Proposed Offer had an earlier closing date. If Tenant does not elect to purchase the leasehold pursuant to this section, the leasehold may be sold by Landlord at any time and from time within one year after the date the Offer was made, to time during the term maker of the Proposed Offer or its permitted assignee and at not less than the price and upon the material terms and conditions specified in the Offer. Provided, however, that any such transfer and the transferee must meet the transfer restrictions set forth in Section 19 above. Notwithstanding anything to the contrary contained in this Section 45, should the party submitting the Proposed Offer be negotiating with Continental Real Estate Companies (“CREC”) or any affiliate of CREC for the purchase of properties in addition to Landlord’s leasehold interest in Parcels 12 and 13, then Tenant’s rights under this Section 45 shall not apply to such proposed transaction, provided, that any such sale shall be subject to this Lease and this right of first refusal in favor of Tenant, and any such transfer shall be subject to the restrictions set forth in Section 19 above. Landlord will not sell or offer for sale or transfer its interest in Parcel 12 or 13 independently of the other. A sale or transfer of more than 50% of the direct or indirect ownership interest in the Landlord shall constitute a Proposed Offer and Tenant’s right of first refusal shall apply. Notwithstanding the foregoing, any of the following transfers shall not be deemed to trigger Tenant’s right of first refusal: (excluding i) transfers of interests in Landlord by and among existing partners of Landlord; (ii) transfers of interests in Landlord as security for loans; (iii) transfers to any affiliate of CREC as of the first eighteen (18) months date of this Lease); (iv) transfers of individual partnership interests by devise or descent; (v) transfers of interests in Landlord for estate planning purposes (by way of example and not limitation, Landlord decides to sell, exchange or otherwise a transfer the Leased Premises to a Qualified Purchaser, either trust established by direct transfer or indirectly as a result an individual partner for the benefit of a change or transfer such partner’s children); and (vi) transfers to family members of 25% or more an individual partner. Any conveyance of the ownership interests Landlord’s interest in Parcels 12 and to Landlord to a Qualified Purchaser13 or any part thereof by Landlord, or otherwise howsoever arising, including, inter alia, by operation of law, Landlord shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable subject to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy leasehold estate created by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing this right of first refusal. The right of first refusal granted to Tenant under by this Section 27, 45 shall not be effective against transfers or conveyances to or from any leasehold mortgagee (or its nominee) of Landlord’s interest in Parcels 12 and this Lease shall continue 13 in full force and effect. Upon any conveyance by Landlord of the Leased Premises connection with a foreclosure or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedan assignment.

Right of First Refusal to Purchase. (a) If34.1 If Landlord, at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months Term of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord Lease shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a receive any bona fide offer for the purchase of the 11200 Realty or the Warehouse, which offer Landlord shall be ready and willing to sell accept, then Tenant shall have the Leased Premises first right to purchase 11200 Realty or the Warehouse at the same price, and upon the same terms and conditions as shall be contained in such ownership interest offer. Landlord shall inform Tenant in writing immediately upon the receipt of any written offer which Landlord shall be ready and willing to a third party (or from which accept and shall also inform Tenant immediately upon Landlord's owners intend to transfer their interests to a third party, if applicable) and offer execution of any listing agreement for the sale of 11200 Realty or the Warehouse. Landlord shall deliver to Tenant a cash or cash equivalent price copy of such offer and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty five (305) days business days, from and after the receipt of the notice copy of such offer from Landlord, in which to elect to acquire purchase 11200 Realty or the Leased Premises Warehouse at the same price and on the same terms and conditions as contained in such offer, by giving Landlord written notice thereof, and such notice by Tenant shall create a binding purchase agreement between the parties hereto upon the same price, terms and conditions of the offer. If Tenant shall elect not to purchase the 11200 Realty or such ownership interest the Warehouse or shall fail to give Landlord notice within the time provided for herein, then Landlord may sell 11200 Realty or the Warehouse but only at the same price, terms and conditions specified in the copy of the offer Landlord submitted to Tenant. If 11200 Realty or the Warehouse is not sold by Landlord on the terms contained set forth in the notice. Such election offer delivered to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey submit all subsequent offers to Tenant, in the Leased Premises manner provided herein, prior to making any subsequent sale of 11200 Realty or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer Warehouse. This Right of First Refusal shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of terminate upon the sale price (of 11200 Realty or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentenceWarehouse by Interior Design Services, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest Inc. to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedthird party.

Right of First Refusal to Purchase. (a) IfProvided Lessee is not in default of any of the terms and conditions contained in this Lease, either on the date of its exercise, or on the effective date thereof, at any time and from time to time during the term of Term or any extensions thereof, Lessee shall at any time prior to the Lease final six (excluding the first eighteen (186) months of this Lease)the Term or any extensions thereof, Landlord decides have the option to sellPurchase the Property and/or the Building and/or the building at 8000 Xxxxxxx Xxxx, exchange or otherwise transfer Xxxx Xx. Xxxxx, Xxxxxxx known as Condominium Unit #2 and/or the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more portion of the ownership interests property known as Condominium Unit #3 (“Purchase Rights”) in accordance with the terms and conditions set forth in a letter of intent from a bonafide third party purchaser on terms that are acceptable to Landlord Lessor (“Letter of Intent to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant Purchase”) and provided that Lessee provides acceptance of the terms Letter of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer Intent to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have Purchase within thirty (30) days after of receipt of such Letter of Intent to Purchase from Lessor, time being of the essence. Lessee agrees that it shall have forever waived its Purchase Rights with respect to such specific bonafide third party offer if it fails, for any reason, to give such notice to Lessor by the time provided herein for the giving of such notice. Any termination, expiration, cancellation or surrender of this Lease shall terminate any Purchase Rights if it has not yet been exercised. If Lessee duly exercises its Purchase Rights in which to elect to acquire the Leased Premises or such ownership interest on accordance with the terms contained in hereof, the notice. Such election to purchase closing shall be by written notice held within forty five (45) days after Lessee provides acceptance of the Letter of Intent to LandlordPurchase. If Tenant fails the Lessee shall elect not to accept such exercise its Purchase Rights or shall fail to notify Lessor in accordance with the foregoing terms and conditions, Lessor may thereafter sell the Property or Building to the party making the offer in accordance with this paragraph within the applicable time period, Tenant shall terms thereof. The Purchase Rights may not be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting severed from the saleLease or separately sold, reorganization assigned or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedotherwise transferred.

Right of First Refusal to Purchase. (a) If, Landlord shall not at any time and from time to time during the term of the Lease initial thirty-six (excluding the first eighteen (1836) months of this Lease), Landlord decides the Term sell or convey or agree to sell, exchange sell or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer convey all or indirectly as a result of a change or transfer of 25% or more any portion of the ownership interests in Premises without first having complied with the requirements of this Section 58. Provided that no default has occurred and to Landlord to a Qualified Purchaseris continuing, or otherwise by operation of law, if Landlord shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received receive a bona fide offer to sell the Leased Premises purchase all or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment any part of the debt of Landlord, but may provide for Premises that Landlord desires to accept (the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt“Offer”), Landlord shall reasonably provide a copy of such Offer to Tenant and in good faith determine the cash equivalent price. Tenant shall have five (5 business days after receipt of such Offer to elect to purchase all or such portion of the Premises on the terms and conditions of the Offer. If Tenant elects to so purchase such Property, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) within said five-business day period. If Tenant delivers an Acceptance Notice as provided herein, then Landlord and Tenant shall, within thirty (30) days after receipt such delivery, enter into a mutually acceptable purchase and sale agreement pertaining to such Property (or interests) (the “Purchase and Sale Agreement”), reflecting the exact terms of the notice Offer and this Section 58. The parties agree to act reasonably and cooperatively in which to elect to acquire negotiating, executing and delivering the Leased Premises or such ownership interest on Purchase and Sale Agreement. In the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, event Tenant shall be conclusively presumed elect not to have rejected so purchase such offerProperty, in which event Landlord shall be free, at any time thereafter, to may thereafter sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable Property to the Qualified Purchaser than those contained in Landlord's notice person or entity making such Offer without offering it to Tenant, except as specifically provided below. Upon Landlord's requestNotwithstanding anything to the contrary herein, Tenant shall affirm in writing within five (5) Business Days, after expiration the provisions of the applicable time period, that such offer has been rejected. This right of first refusal this Article 35 shall not apply to: to any sale or conveyance of the Property in foreclosure sale (ior similar proceeding) any offer of a bona-fide mortgage or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner conveyance in lieu of Landlord, foreclosure of such a mortgage or a transfer deed of trust. The rights granted to Tenant hereunder are personal to Tenant and may only be exercised by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more Tenant when Tenant is in possession of the foregoing, entire Premises. Any assignment or to a corporation or other entity in which any one or more subletting by Tenant of the foregoing has a controlling interest, Lease or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all a portion of the assets Premises (even if such assignment or subletting does not require the consent of any of the constituent owners of Landlord or is approved by Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by terminates Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to Tenant ’s rights under this Section 2758, and this Lease shall continue in full force and effect. Upon any conveyance by unless Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior consents to the filing contrary in writing at the time of such statements with any governmental authority assignment or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedsubletting.

Right of First Refusal to Purchase. (a) If, If at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months of this Lease)Term, Landlord decides shall receive a bona fide written offer to sellpurchase the Premises or any portion thereof or interest therein from a third party which is not affiliated with Landlord, exchange or otherwise transfer the Leased Premises which offer Landlord is willing to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of lawaccept (“Outside Contract”), Landlord shall give written notice to Tenant of the terms (“Sale Notice”) thereof, together with a copy of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer Outside Contract, to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent priceTenant. Tenant shall have thirty a right of first refusal (30“Refusal Right”) to purchase the Premises or portion thereof or interest therein that is the subject of the Outside Contract in accordance with the terms and provisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within five (5) business days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to LandlordSale Notice (“Refusal Period”). If Tenant fails to accept such offer exercises the Refusal Right by the time and in accordance with the manner set forth in this paragraph within the applicable time periodsubsection, Landlord and Tenant shall be conclusively presumed to have rejected such offer, in promptly execute a contract which event Landlord shall be free, at any time thereafter, to sell includes the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon same material terms and conditions not more favorable to as the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Outside Contract (“Sale Contract”) and Tenant shall affirm in writing deposit when due any xxxxxxx money deposit required thereunder. If Tenant does not execute a Sale Contract within five fifteen (515) Business Daysdays after Tenant’s receipt of such Sale Contract from Landlord, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien signed on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner behalf of Landlord, or a transfer by any beneficial owner to if Tenant defaults in its obligations under such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoingSale Contract, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time then Landlord shall be free to consummate the sale pursuant to the Outside Contract (or another contract on substantially similar terms and conditions). If Tenant does not exercise the Refusal Right by the time and in the manner set forth in subsection (a) above, then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be free to consummate the sale pursuant to the Outside Contract. If within one hundred eighty (180) days after the expiration of the Refusal Period Landlord does not consummate the sale pursuant to the Outside Contract, the Refusal Right shall again be applicable, and Landlord shall not thereafter sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply pursuant to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 27 shall be in accordance with the Purchase Procedure21. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal The rights granted to Tenant under this Section 2721 shall not survive the expiration or termination of this Lease. The provisions of this Section 21 shall not apply and Tenant shall not have any Refusal Right (i) with respect to the sale, conveyance, assignment or other transfer (A) to any person controlling, controlled by, or under common control with Landlord or any of its direct or indirect owners, (B) by gift, descent or devise, or (C) to any sale (or conveyance in lieu thereof) by foreclosure or enforcement of a lien or security interest, or (ii) at any time that an Event of Default has occurred and this Lease shall continue in full force and effectis continuing. Upon any Any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord to Tenant pursuant to this Section 21 shall provide Tenant be “as-is” with copies of any change of ownership statements prior respect to the filing physical condition of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedPremises.

Right of First Refusal to Purchase. (a) If, In the event Purchaser shall receive from a third party at any time and from time before the Notes are paid in full a bona fide offer (the "Third Party Offer") to time during purchase the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified PurchaserConsolidated Operations, or otherwise any portion thereof, including without limitation, the Purchased Assets (the "Offered Assets") at a specified price, whether such price be first fixed by operation of lawPurchaser or the third party, Landlord and Purchaser shall decide to sell same for such amount, Purchaser shall promptly give written to Seller notice to Tenant of the terms of such transfer. LandlordThird Party Offer and of Purchaser's willingness to sell for the price offered, and Seller shall have the first refusal and privilege (which will hereafter be referred to as an "option") of purchasing said Offered Assets at the price and under the terms set forth in the Third Party Offer; such option to be exercised by Seller's notifying Purchaser in writing, within ten (10) days after Seller receives such notice from Purchaser, that it will purchase said Offered Assets for the amount and under the terms specified in the Third Party Offer; provided, however, that, unless Seller shall agree to the contrary, the closing of any purchase by Seller pursuant to this Section 17.1 shall occur not later than sixty (60) days after Seller's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest Purchaser of Seller's determination to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the propertyexercise its option hereunder. In the event Seller shall not give Purchaser notice, within said ten (10) day period, of an offer or proposed transfer on other than an all cash basis its election to purchase for the amount and under the terms specified in the Third Party Offer, Purchaser may thereafter sell the said Offered Assets to the party making the Third Party Offer. If for any reason the said Offered Assets are not sold to the party making the Third Party Offer, for the purchase price and under the terms and conditions set forth therein, within one hundred (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30120) days after from Seller's receipt of notice of the Third Party Offer hereunder, the restrictions set forth in this Section 17 shall again apply to any proposed sale of the Consolidated Operations, or any portion thereof, by Purchaser to any subsequent potential bona fide purchaser, including, without limitation the party having made the expired Third Party Offer. The giving by Seller of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender purchase option herein before granted shall fix or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant determine the right of Seller to purchase the Leased Premises or such ownership interest as provided aboveOffered Assets included in the option which Seller elects to exercise, and the obligation of Purchaser to sell the same on the same terms and conditions set out in the bona fide Third Party Offer; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) closing of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any any purchase by Seller pursuant to this Section 27 17.1 shall be in accordance with not later than sixty (60) days after Seller's notice to Purchaser of Seller's determination to exercise its option hereunder. On the Purchase Procedure. Any conveyance sale by Landlord Purchaser of all or part of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this LeaseConsolidated Operations, including the continuing right of first refusal granted to Tenant under this Section 27assets comprising the Consolidated Operations, the Notes shall become immediately due and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedpayable.

Right of First Refusal to Purchase. Landlord hereby grants to Tenant the right of first refusal to purchase the Property upon the terms and conditions as set forth herein. Landlord shall not sell and convey all or any portion of the Property to any party other than Tenant during the Term unless Landlord shall have first (a) Ifobtained a valid offer in writing from a prospective purchaser other than Tenant to purchase all or a portion of Property (hereinafter referred to as the "Third Party Offer"), at any time (b) offered (hereinafter referred to as the "Refusal Offer") to sell the Property (or such portion thereof) to Tenant in writing on terms substantially identical to those contained in the Third Party Offer and from time to time during the term (c) received notice of rejection of the Lease (excluding the first eighteen (18) months Refusal Offer in writing from Tenant or failed to receive from Tenant a notice of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more acceptance of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise Refusal Offer together with an earnxxx xxxey deposit of Twenty Thousand Dollars ($20,000.00) within ten (10) business days after receipt by operation of law, Landlord shall give written notice to Tenant of the terms Refusal Offer (the "Election Period"). Such earnxxx xxxey shall be applied as part payment of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or such ownership interest to a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment price of the debt of LandlordProperty at the closing. If Tenant rejects or fails to accept the Refusal Offer within the Election Period, but then Landlord may provide for enter into a binding agreement in accordance with the assumption of debt secured by the propertyThird Party Offer. In the event of an offer or proposed transfer on other than an all cash basis that such transaction does not close within six (other than requiring 6) months after the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the notice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable to the Qualified Purchaser than those contained in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the applicable time periodElection Period, that such offer has been rejected. This Tenant's right of first refusal shall not apply to: (i) any offer or sale incidental be reinstated with respect to the exercise of Property and, Landlord shall, prior to consummating any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more sale of the foregoingProperty, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to give Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing right of first refusal granted to purchase the Property pursuant to the terms of this Section. Landlord, in such event, shall again be required to submit to Tenant under this Section 27, and this Lease written notice which shall continue in full force and effecttrigger all the same time periods for Tenant's response as provided above. Upon any conveyance by Landlord of the Leased Premises or Tenant will provide such ownership interest, documentation as Landlord shall provide Tenant with copies reasonably request to release the Property from this right of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21first refusal, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedapplicable.

Right of First Refusal to Purchase. In the event Offeror receives an offer to purchase the Land from a third-party that it wishes to accept (a) If, at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months of this Lease“Offer”), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord Offeror shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Leased Premises or Land to Offeree on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such ownership interest offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a third party (or from which Landlord's owners intend copy of the proposed purchase and sale agreement. Offeror hereby grants to transfer their interests Offeree the right to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises Property or such ownership interest, portion thereof described in the Offer upon the same terms and which cash equivalent price and terms will not include conditions set forth in the purchase by Tenant Offer (the “Right of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the propertyFirst Refusal”). In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant Offeree shall have thirty (30) days after receipt of the notice Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to elect any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to acquire a third party. In the Leased Premises or such ownership interest event Offeror proceeds to close on the terms contained in the notice. Such election sale to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer a Third Party strictly in accordance with this paragraph within the applicable time periodSection, Tenant then this Right of First Refusal shall expire and be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and upon terms and conditions not more favorable deemed released as to the Qualified Purchaser than those contained property included in Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration the sale on the date of closing of the applicable time period, that such offer has been rejectedsale by Offeror to the Third Party. This right of first refusal shall not apply to: be binding upon the Encumbered Property (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more portion of the foregoing, Encumbered Property that is subject to an Offer) until such time as Offeror sells or to a corporation or other entity in which any one or more disposes of the foregoing has a controlling interest, Encumbered Property (or the portion of the Encumbered Property that is subject to an entity controlled by, under common control with or controlling Landlord or Offer) to an organization qualified under section 501(c)(3) offeror following the waiver by Offeree of the Internal Revenue Code or to a wholly-owned subsidiary its right of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest refusal as provided described above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to this Lease, including the continuing that Offeree exercises its right of first refusal granted and thereafter defaults by failing to Tenant under close the transaction, this Section 27, and this Lease right of first refusal shall continue in full force and effect. Upon any conveyance by Landlord terminate as to all of the Leased Premises Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or such ownership interest, Landlord shall provide Tenant with copies the conveyance of any change portion of ownership statements prior the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmittedunrelated third party.