Common use of LESSEE'S RIGHT OF FIRST REFUSAL Clause in Contracts

LESSEE'S RIGHT OF FIRST REFUSAL. If, during the Term, Lessor shall receive from Health Care Property Investors, Inc., a Maryland corporation (or any affiliate thereof) (the "Transferee") a written, bona fide offer to purchase the Leased Property, and Lessor is willing to accept such offer, so long as Lessee is not in monetary or payment default of any kind, or no event has occurred which with the giving of notice or the passage of time or both would constitute such a default under the terms of this Lease, the Other Leases and the Tenant Leases, Lessor must first present such offer to Lessee and allow Lessee the right to purchase the Leased Property upon the same price, terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, in the event Transferee makes a bona fide offer to purchase any time after the second anniversary of the Commencement Date, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) days following the date of the Notice (the "Option Period"), Lessee shall have the right, option and privilege (but not the obligation) to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase the Leased Property from Lessor (i) at the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIII, and the sale/purchase must be closed on the earlier of (A) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written notice from Lessee to Lessor of Lessee's intent to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the right of first refusal shall be deemed not to have been exercised and Lessor may thereafter sell the Property to the Transferee or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLII

LESSEE'S RIGHT OF FIRST REFUSAL. If, 29.1 If at any time during the Term, term of this Lease: (i) Lessor shall receive receives an offer from Health Care Property Investors, Inc., a Maryland corporation (third party to purchase its fee title to the Premises or any affiliate thereof) (the "Transferee") a written, bona fide offer to purchase the Leased Propertypart thereof or interest therein, and Lessor is willing desires to accept it; or (ii) if Lessor makes an offer to sell, transfer, or assign its fee title to the Premises or any part thereof or interest therein, then Lessor shall deliver to Lessee immediate notice of such offer, so long as Lessee is not in monetary setting forth the name and address of the proposed purchaser or payment default transferee, an amount of any kind, or no event has occurred which with the giving of notice or the passage of time or both would constitute such a default under the terms of this Lease, the Other Leases and the Tenant Leases, Lessor must first present such offer to Lessee and allow Lessee the right to proposed purchase the Leased Property upon the same price, terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, in the event Transferee makes a bona fide offer to purchase any time after the second anniversary of the Commencement Date, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) days following the date of the Notice (the "Option Period")offer, and Lessee shall have the right, option and privilege (but not the obligation) right of first refusal to purchase such fee title to the Leased Property. If Lessee determines Premises or such part thereof or interest therein which is the subject of the offer by giving written notice to the Lessor, within thirty (30) days after receiving Lessor’s notice, except notice must be given no later than twelve (12) months before expiration of the lease term or any extension thereof, of Lessee’s intention to purchase said title at the Leased Property, it shall deliver written notice same price and on the same terms of that fact to Lessor within the Option Period and any such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and offer (Lessee shall purchase pay the Leased Property from Lessor (i) at the price and upon the fair market cash value of any noncash terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIIIof such an offer, and the sale/purchase must be closed on price to Lessee shall have deducted therefrom the earlier amount of any brokerage commissions included in such offer). In the event that Lessee fails to notify Lessor within said thirty (A30) the closing date as stated day period of Lessee’s election to exercise its right of first refusal, or in the Noticeevent Lessee notifies Lessor within said period that Lessee will not exercise its right of first refusal, Lessor may proceed to sell, transfer or (B) assign its fee title or part thereof or interest therein to the third party within ninety (90) days after the expiration of such thirty (30) day period, but only on the "Closing Period") from same terms and conditions as were offered to Lessee, and any change in such terms and conditions shall be deemed to be a new offer and Lessee shall in such event not consummate any sale, assignment or other transfer to any third party but shall first submit the date changed terms and conditions to Lessee for determination by Lessee in the manner provided above as to whether it will elect to exercise its right of first refusal on the changed terms and conditions. In the event that Lessee has elected not to exercise its right of first refusal and the sale or transfer of the written notice from Lessor’s interest in the Premises as described in the offer is not completed for any reason within the aforesaid ninety (90) day period, the Lessee shall have, upon the same conditions and notice, the continuing right of first refusal to purchase Lessor’s interest in the Premises upon the terms of any subsequent offer or offers, even though Lessee declined to exercise its right of first refusal with respect to any prior transaction. In the event that Lessee acquires Lessor’s interest in the Premises pursuant to the foregoing provisions, Lessor shall convey title to Lessee by a grant deed or instrument of assignment, as the case may be, in form for recording, the form of which shall be subject to reasonable approval by Lessee's intent to purchase’s counsel. If the Lessee does not exercises said right of first refusal, all funds and documents shall be placed in escrow, and the transaction shall be consummated through said escrow within ninety (90) days after Lessee gives Lessor notice of the exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and of the right of first refusal. The parties agree that there will be no right of first refusal during the last twelve (12) months of any lease term. 29.2 Lessee shall continue to pay the rent and other charges, as required by the terms and provisions of this Lease to and including the date the escrow closes for the purchase of the real property. 29.3 Lessee agrees and acknowledges that if it elects to purchase the Premises pursuant to its right of first refusal, as herein provided, neither Lessor nor anyone acting for and on behalf of Lessor has made any representations, statements, or warranties concerning the physical condition of the Premises to be deemed not to have been exercised and Lessor may thereafter sell the Property conveyed pursuant to the Transferee or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to and conditions of this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLIIParagraph 29.

LESSEE'S RIGHT OF FIRST REFUSAL. If, Should the LESSOR wish to sell or dispose of the leased premises at any time during the Termlife of this contract, Lessor the LESSEE or its assignee shall receive from Health Care Property Investors, Inc., a Maryland corporation (or any affiliate thereof) (have the "Transferee") a written, bona fide offer to purchase the Leased Propertyright of first refusal, and Lessor is willing to accept such offer, so long as Lessee is not in monetary or payment default of any kind, or no event has occurred which with the giving of notice or the passage of time or both would constitute such a default under the terms of this Lease, the Other Leases and the Tenant Leases, Lessor must first present such offer to Lessee and allow Lessee the right to purchase match the Leased Property upon the same price, terms and conditions of a bonafide offer to the purchase of the leased premises made by third party. The LESSOR shall notify the LESSEE in writing of the LESSOR's offer to sell and of a third party's bonafide offer to purchase, and the LESSEE shall have a period of ninety (90) days from receipt of such written notice within which to accept or reject the offer to purchase, as set forth in such offer except as otherwise expressly set forth hereinthe case may be, and to sign a contract of purchase and sale; provided, however, that the exercise of the LESSEE's rights hereunder shall be subject to the condition that the LESSEE or its assignee shall have become or is qualified under the Constitution, and applicable laws to acquire and hold private land in the Philippines. In the event Transferee makes the LESSEE is disqualified or is not allowed to acquire and own land, the LESSOR hereby gives the LESSEE the alternative option to look for a bona fide offer to purchase any time after bonafide and qualified purchaser for the second anniversary of leased premises and such purchaser so recommended by the Commencement Date, in lieu of such right of LESSEE shall have the first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain leased premises at the amount same price and terms offered or to be paid for offered to bonafide and qualified purchasers. Should the Leased Property (including the amount and type of LESSEE, however, not wish to exercise any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) days following the date of the Notice (the "Option Period")options hereunder, Lessee shall have the right, option and privilege (but not the obligation) to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase the Leased Property from Lessor (i) at the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIII, and the sale/purchase must be closed on the earlier of (A) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written LESSOR's notice from Lessee of intention to Lessor of Lessee's intent sell, transfer or assign, and the same is sold, transferred or assigned by the LESSOR to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Perioda third party, then Lessee's option in that event, the LESSOR agrees to make it a condition of the sale, transfer or assignment, that the vendee, transferee or assignee shall respect all the terms and the right conditions of first refusal shall be deemed not to have been exercised and Lessor may thereafter sell the Property to the Transferee or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLIIAGREEMENT.

LESSEE'S RIGHT OF FIRST REFUSAL. IfIn the event Lessor receives a Bona Fide Offer (as that term is hereinafter defined) for the purchase of all of Lessor's right, during title and interest in the TermPremises, Lessor shall receive from Health Care Property Investors, Inc., other than pursuant to a Maryland corporation Permitted Excluded Transfer (or any affiliate thereof) (the "Transferee") a written, bona fide offer to purchase the Leased Propertyas that term is hereinafter defined), and Lessor is willing to accept such offer, so long as provided Lessee is shall be in actual physical occupancy of not in monetary or payment default less than fifty percent (50%) of any kind, or the rentable square footage of the Premises and that no event has occurred which with the giving Event of notice or the passage of time or both would constitute such a default Default shall then exist under the terms of this Lease, the Other Leases and the Tenant LeasesLessor shall, Lessor must first present such by notice to Lessee, offer to Lessee and allow Lessee the right to purchase all of Lessor's right, title and interest in the Leased Property upon Premises on the same price, terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, contained in the event Transferee makes a bona fide offer to purchase any time after the second anniversary of the Commencement DateBona Fide Offer, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in amended by Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee 39.4 (the "NoticeFirst Refusal Offer"). Lessee, by notice to Lessor given within five (5) which business days of the delivery of the First Refusal Offer, shall contain have the amount right to be paid accept the First Refusal Offer, whereupon the parties shall enter into negotiations for the Leased Property (including consummation of the amount purchase and type of any consideration other than cash), sale transaction on the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) days following the date of the Notice (the "Option Period"), Lessee shall have the right, option and privilege (but not the obligation) to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase the Leased Property from Lessor (i) at the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIII, and the sale/purchase must be closed on the earlier of (A) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written notice from Lessee to Lessor of Lessee's intent to purchaseFirst Refusal Offer. If Lessee does not exercise its option to purchase timely accept the Leased Property within the Option PeriodFirst Refusal Offer, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the right of first refusal shall be deemed not to have been exercised and Lessor may thereafter sell proceed to negotiate with the Property to offeror of the Transferee Bona Fide Offer, or any other party person, for the sale of the Premises and Lessor's interest therein free of Lessee's rights under this Section 39.1., and to consummate a sale on any terms as and conditions materially no more favorable to Lessor deems acceptable than the terms contained in its sole discretionthe Bona Fide Offer, subject to this Lease and the rights of Lessee as expressly one hundred eighty (180) day closing requirement provided in the next sentence. If Lessee timely accepts the First Refusal Offer, and following good faith negotiations, a definitive and binding purchase and sale agreement is not entered into between the parties within thirty (30) days after Lessee's acceptance of the First Refusal Offer (such period being referred to as "Lessee's Exclusivity Period"), Lessor shall have the right to terminate negotiations with Lessee and shall be free to enter into negotiations with the offeror of the Bona Fide Offer, or any other person, free of Lessee's rights under this LeaseSection 39.1, and to consummate a sale of all of Lessor's right, title and interest in the Premises on terms and conditions materially no more favorable to Lessor than the terms contained in the Bona Fide Offer; provided that the closing of any definitive and binding purchase and sale agreement entered into by Lessor with such third party shall close no later than one hundred and eighty (180) days following the expiration of Lessee's Exclusivity Period. ARTICLE XLIIShould Lessor fail to close such transaction within said one hundred eighty (180) day period, Lessor shall not sell the Premises and its interest therein without again complying with the provisions of this Section 39.1.

LESSEE'S RIGHT OF FIRST REFUSAL. If(a) To the extent permitted by law, if during the TermTerm Lessor determines to sell, transfer, or exchange the Premises, or any part thereof, Lessor shall receive from Health Care Property Investorsfirst notify Lessee of the terms of such transaction. If a Lessee Entity, Inc.within thirty (30) days after Lessee’s receipt of Lessor’s notice, a Maryland corporation (or any affiliate thereof) (the "Transferee") a written, bona fide offer indicates in writing its agreement to purchase the Leased PropertyPremises or part of the Premises on the terms stated in Lessor’s notice, and Lessor is willing to accept such offer, so long as Lessee is not in monetary or payment default including terms of any kindrequired down payment and delivery to Lessor of such down payment, Lessor shall sell and convey the Premises or no event has occurred which with the giving of notice or the passage of time or both would constitute a part thereof to such a default under Lessee Entity on the terms of this Lease, stated in the Other Leases and the Tenant Leasesnotice. If a Lessee Entity does not so indicate its agreement within thirty days, Lessor must first present such offer to Lessee and allow Lessee thereafter shall have the right to purchase sell and convey the Leased Property upon Premises or a part of the Premises to a third party on substantially the same price, material terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, stated in the event Transferee makes a bona fide offer to purchase any time after notice. If Lessor does not sell and convey the second anniversary Premises or part of the Commencement Date, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) Premises within one hundred eighty days following the date of the Notice (the "Option Period")notice given to Lessee, Lessee any further sale shall have the right, option and privilege (but not the obligation) be deemed a new determination by Lessor to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase convey the Leased Property from Lessor (i) at Premises or a part of the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIIIPremises, and the sale/purchase must provisions of this Section shall be closed on the earlier of applicable. (Ab) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written notice from Lessee to Lessor of Lessee's intent to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the The right of first refusal set forth in this Article shall not apply to any foreclosure sale or any transfer of the Premises by deed in lieu of foreclosure. All indebtedness of Lessor to Lessor’s Mortgagee shall be deemed not paid in full to have been exercised and Lessor’s Mortgagee or assumed by the purchaser from Lessor may thereafter sell in connection with any sale of the Property to the Transferee Premises or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLIIpart thereof.

LESSEE'S RIGHT OF FIRST REFUSAL. If(a) To the extent permitted by law, if during the TermTerm Lessor determines to sell, transfer, or exchange the Premises, or any part thereof, Lessor shall receive from Health Care Property Investorsfirst notify Lessee of the terms of such transaction. If a Lessee Entity, Inc.within thirty (30) days after Lessee's receipt of Lessor's notice, a Maryland corporation (or any affiliate thereof) (the "Transferee") a written, bona fide offer indicates in writing its agreement to purchase the Leased PropertyPremises or part of the Premises on the terms stated in Lessor's notice, and Lessor is willing to accept such offer, so long as Lessee is not in monetary or payment default including terms of any kindrequired down payment and delivery to Lessor of such down payment, Lessor shall sell and convey the Premises or no event has occurred which with the giving of notice or the passage of time or both would constitute a part thereof to such a default under Lessee Entity on the terms of this Lease, stated in the Other Leases and the Tenant Leasesnotice. If a Lessee Entity does not so indicate its agreement within thirty days, Lessor must first present such offer to Lessee and allow Lessee thereafter shall have the right to purchase sell and convey the Leased Property upon Premises or part of the Premises to a third party on substantially the same price, material terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, stated in the event Transferee makes a bona fide offer to purchase any time after notice. If Lessor does not sell and convey the second anniversary Premises or part of the Commencement Date, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) Premises within one hundred eighty days following the date of the Notice (the "Option Period")notice given to Lessee, Lessee any further sale shall have the right, option and privilege (but not the obligation) be deemed a new determination by Lessor to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase convey the Leased Property from Lessor (i) at Premises or a part of the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIIIPremises, and the sale/purchase must provisions of this Section shall be closed on the earlier of applicable. (Ab) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written notice from Lessee to Lessor of Lessee's intent to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the The right of first refusal set forth in this Article shall not apply to any foreclosure sale or any transfer of the Premises by deed in lieu of foreclosure. All indebtedness of Lessor to Lessor's Mortgagee shall be deemed not paid in full to have been exercised and Lessor's Mortgagee or assumed by the purchaser from Lessor may thereafter sell in connection with any sale of the Property to the Transferee Premises or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLIIpart thereof.

LESSEE'S RIGHT OF FIRST REFUSAL. If, Lessee shall have a right of first refusal to purchase Lessor's interest in the Premises on the same terms and conditions as any third party during the TermTerm of this Lease. Excepting only a transfer by way of security pursuant to a Mortgage encumbering Lessor's interest in the Premises, Lessor shall receive from Health Care Property Investors, Inc., not consummate any proposed sale or other disposition of Lessor's interest in the Premises other than pursuant to a Maryland corporation (or any affiliate thereof) bona fide third party final and definitive written offer to purchase (the "TransfereeThird Party Offer") ), as to which Lessee has failed to exercise and thereafter consummate its right of first refusal as hereafter set forth. At any time Lessor receives a written, bona fide offer to purchase the Leased Property, and Third Party Offer which Lessor in good faith determines it is willing to accept and consummate, Lessor shall promptly provide Lessee a copy of such offerThird Party Offer accompanied by Lessor's certification of intention to accept and consummate the same (failing exercise by Lessee of its first refusal option), which certification shall constitute an unconditional and irrevocable offer by Lessor to Lessee to sell Lessor's interest in the Premises on the terms and conditions set forth in such Third Party Offer. Lessee shall have a period of 30-days thereafter within which to exercise its option hereunder to accept such offer by Lessor. If Lessee notifies Lessor of its acceptance within such 30-day period, the parties shall thereupon proceed forthwith to effect the purchase and sale of Lessor's interest in the Premises on the terms and conditions set forth in such Third Party Offer. In the event Lessee fails to exercise its option hereunder, or, exercising such option, fails thereafter to consummate the purchase of same (time being of the essence), Lessor, without waiving any rights arising out of Lessee's failure to so long purchase, shall be free thereafter to consummate the sale of Lessor's interest in the Premises on the terms and conditions set forth in such Third Party Offer, provided such sale is duly consummated within 150 days after Lessee shall have failed to either exercise its option or to timely purchase; otherwise any such disposition by Lessor shall be void and of no force and effect If such Third Party Offer shall be other than for cash and/or note(s) payable in cash, the notice from Lessor shall be further accompanied by a full and complete description of the property and assets (the "Third Party Property") proposed to be delivered as Lessee is not in monetary all or payment default part of any kindthe consideration, together with the designation by Lessor of the name of a person selected to act as an appraiser of the Third Party Property. The appraisal of the net current fair market value of the Third Party Property shall be determined by Lessee, or no event has occurred which its designee, and Lessor or, if they fail to agree, as determined as set forth in paragraph 28 hereof. Such appraisal shall be deemed final for purposes of Lessee's right of first refusal and with respect to determination of the giving of notice or the passage of time or both would constitute such a default under the terms of this Lease, the Other Leases and the Tenant Leases, Lessor must first present such offer to Lessee and allow Lessee the right to purchase the Leased Property upon the same priceamount, terms and conditions as set forth in such offer except as otherwise expressly set forth herein; provided, however, in the event Transferee makes a bona fide offer to purchase any time after the second anniversary of the Commencement Date, in lieu Third Party Offer. Failure on the part of such right of first refusal, Lessee may to exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions of such transfer. For a period of ten (10) days following the date of the Notice (the "Option Period"), Lessee shall have the right, option and privilege (but not the obligation) to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase the Leased Property from Lessor (i) at the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIII, and the sale/purchase must be closed on the earlier of (A) the closing date as stated in the Notice, or (B) ninety (90) days (the "Closing Period") from the date of the written notice from Lessee to Lessor of Lessee's intent to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the right of first refusal hereunder shall be deemed not to have been exercised and Lessor may thereafter sell in any way affect its purchase options or other rights hereunder. Any purchase hereunder by the Property to Lessee shall not result in a merger of the Transferee or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and leasehold estate hereunder with the rights of estate acquired by the Lessee as expressly provided in this Lease. ARTICLE XLIIa result of such exercise.

LESSEE'S RIGHT OF FIRST REFUSAL. IfDuring the Term of this Lease, during so long as there exists no Event of Default under this Lease at the Termtime of exercise and on the date of closing, and there is no event or state of facts which, with the passage of time and/or the giving of notice, would constitute an Event of Default if not cured by Lessee, and Lessee has not effected such cure, Lessee shall have a "Right of First Refusal" as hereinafter described. If Lessor shall receive from Health Care Property Investors, Inc., receives a Maryland corporation (or any affiliate thereof) (the "Transferee") a written, bona fide written offer to purchase the Leased Facility (the "Subject Property") from a Person unaffiliated with Lessee (the "Offer"), acceptable to Lessor in Lessor's sole and absolute discretion and Lessor is willing elects, in Lessor's sole and absolute discretion, to accept such offersell, so long ground lease or otherwise transfer the Subject Property other than as Lessee is not permitted by Article 20 below in monetary or payment default of any kind, or no event has occurred which accordance with the giving of notice or the passage of time or both would constitute such a default under the terms of this Lease, the Other Leases and the Tenant LeasesOffer, Lessor must first present such offer to shall notify Lessee and allow Lessee shall have thirty (30) days following Lessee's receipt of Lessor's notice of the right Offer to elect to purchase the Leased Subject Property upon the on the. same price, terms and conditions as specified in the Offer. Unless Lessor receives notice from Lessee within such thirty (30) day period setting forth Lessee's election to so purchase the Subject Property and unless thereafter Lessee completes the acquisition of the Subject Property exactly as provided for, and by the date specified, in the Offer, Lessor shall be at liberty, and shall have the absolute and unconditional right, to sell the Subject Property to any Person, within the next twelve (12) months substantially on the terms and conditions set forth in such offer except as otherwise expressly set forth herein; provided, however, in the event Transferee makes a bona fide offer to purchase Offer or on any time after the second anniversary of the Commencement Date, in lieu of such right of first refusal, Lessee may exercise its option to purchase as provided in Section 35.1. Lessor shall make such offer by delivery of written notice to Lessee (the "Notice") which shall contain the amount to be paid for the Leased Property (including the amount and type of any consideration other than cash), the terms of payment, the date on which the Leased Property is proposed to be sold and all other terms and conditions more favorable to Lessor and such sale, if so completed, shall extinguish Lessee's Right of such transferFirst Refusal with respect to the Subject Property. For a period Lessee's Right of ten First Refusal shall not apply to and shall survive: (10a) days following the date any sale or transfer of the Notice (the "Option Period"), Lessee shall have the right, option and privilege (but not the obligation) Subject Property or any portion thereof to purchase the Leased Property. If Lessee determines to purchase the Leased Property, it shall deliver written notice Meditrust or any Affiliate of that fact to Lessor within the Option Period and such delivery shall create an agreement between Lessor and Lessee pursuant to which Lessor shall sell and Lessee shall purchase the Leased Property from Lessor (i) at the price and upon the terms and conditions stated in the Notice, and (ii) in accordance with the terms, conditions and provisions set forth in Article XVIII, and the sale/purchase must be closed on the earlier or of (A) the closing date as stated in the Notice, Meditrust; or (Bb) ninety (90) days (the "Closing Period") from the date any foreclosure of the written notice from Lessee to Lessor any Fee Mortgage. The Right of Lessee's intent to purchase. If Lessee does not exercise its option to purchase the Leased Property within the Option Period, or if Lessee does not close the purchase within the Closing Period, then Lessee's option and the right Refusal shall in all events terminate upon any termination of first refusal shall be deemed not to have been exercised and Lessor may thereafter sell the Property to the Transferee or any other party on any terms as Lessor deems acceptable in its sole discretion, subject to this Lease and the rights of Lessee as expressly provided in this Lease. ARTICLE XLII.