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

Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 1, the right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreement.

Right of First Refusal to Purchase. The Grantors A. Landlord hereby grant grants to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 1, the Tenants a right of first refusal (the “Right of First Refusal”) to purchase all or part of the ROFR Properties. premises and the land upon which the premises are situated (a) If collectively the “Property”), on the same terms that Landlord is willing to accept from a Grantor desires third party, net of any real estate commissions, except that Tenants shall be entitled to 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 this Lease, 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 a ROFR all or any part of the Property, or if any interest therein, Landlord shall notify Tenants of the name and address of the proposed purchaser and furnish a Grantor shall otherwise receive an copy of the offer from a party other than SNHto purchase. If Tenants, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice within thirty (the “ROFR Notice”30) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of Landlord’s notice, notify Landlord of their election to exercise the ROFR Notice right of First Refusal to notify purchase, Landlord shall sell and convey the Property, or such Grantor in writing (portion thereof as is subject to the “ROFR Acceptance Notice”) of its intent offer to purchase the ROFR Property purchase, to Tenants on the terms and conditions set forth stated in such offer. If Tenants do not notify Landlord within said thirty (30) day period of their election to exercise the Right of First Refusal, Landlord thereafter shall have the right to sell and convey the Property to the proposed purchaser on the same terms and conditions as stated in the ROFR Noticeoffer to purchase. The negotiation If Landlord and execution of a mutually acceptable the proposed purchaser do not enter into such offer to purchase and sale agreement must occur no more than fifteen within ninety (1590) calendar days after the date on which SNH gave of Landlord’s notice to Tenants, Landlord shall not sell and convey the Grantor Property or any part thereof until Tenants are again given an opportunity to exercise the ROFR Acceptance NoticeRight of First Refusal in accordance with the provisions of this Section. B. If the Property is subdivided (bincluding without limitation converted into a condominium) If SNH fails and Tenants purchase a portion of the Property pursuant to this Section which is legal parcel, but is less than all of the Property, and (i) the portion of the Property so purchased by Tenants includes- all of the premises, this Lease shall terminate on the date title vests in Tenants, and upon vesting of title in Tenants, Landlord shall remit to Tenants any and all prepaid and unearned rent and any other monies deposited with Landlord by Tenants (less any amounts to be applied to any default pursuant to the Lease or elects not applicable law); and (ii) if the portion of the Property so purchased by the Tenants includes only a part of the premises, this Lease shall terminate as to give timely a ROFR Acceptance Noticethe part purchased on the date title vests in Tenants, or if a mutually acceptable and Rent shall be reduced in the same ratio that the value of the premises before the purchase and sale agreement is not executed within fifteen (15) calendar days bears to the value of “the premises covered by the lease immediately after the date on which SNH gave purchase, and any prepaid and unearned rent and of the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five monies (365) days from the date thereof less any amounts to sell the ROFR Property be applied to any third party (including any party making default pursuant to the offer set forth in subsection (aLease or applicable law) above) for a purchase price not less than 95% allocable to the portion of the cash purchase price specified in premises so purchased shall be credited against Rent for the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale remaining portion of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreementpremises as and when it becomes due.

Right of First Refusal to Purchase. The Grantors hereby grant to SNHProvided that no Event of Default then exists, subject to commencing and effective from and after the Declaration of Trust of HRPT Properties Trust date that is five (“HRPT”5) and subject to and in accordance with years after the terms and conditions of this Section 1Effective Date, the Tenant shall have a right of first refusal (the “Right of First Refusal”) to purchase the ROFR Properties.Property from Landlord pursuant to the terms of this Section 47. The Right of First Refusal is subject to the following terms and conditions: (a) A. If Landlord receives a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an bona fide written offer from a third party to purchase the Property, and Landlord desires to accept such offer, Landlord shall give Tenant written notice thereof, stating the purchase price of such offer and any extraordinary credits set forth in the offer other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice customary prorations and adjustments (the “ROFR Landlord's Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction). SNH Tenant shall have fifteen (15) business days after receipt of the ROFR Landlord’s Notice to notify such Grantor in writing (the “ROFR Acceptance NoticeExercise Period”) to elect to waive its Right of its intent First Refusal with respect to such offer or to purchase the ROFR Property on at the terms and conditions purchase price set forth in the ROFR Landlord’s Notice (the “Offer Price”) by delivering to Landlord a written notice of its election (“Tenant's Purchase Election”). In the event Tenant does not deliver a Tenant’s Purchase Election prior to the expiration of the Exercise Period, Tenant shall be deemed to have waived its Right of First Refusal to purchase the Property under the terms of Landlord's Notice. The negotiation . B. Upon Landlord's receipt of Tenant's Purchase Election, the parties shall negotiate reasonably and execution in good faith for a period of thirty (30) days (the "Negotiation Period") in order to finalize and execute a mutually acceptable purchase and sale agreement must occur no more than fifteen setting forth such terms (15) calendar days after the date on which SNH gave "Contract"). In the Grantor event a Contract is not executed by the ROFR Acceptance Notice. (b) If SNH fails or elects not parties prior to give timely the expiration of the Negotiation Period, then Tenant shall be deemed to have waived the Right of First Refusal to purchase the Property under the terms of Landlord's Notice and Landlord shall thereafter have the right to enter into a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement with a third party for the Property for a purchase price of not less than ninety percent (90%) of the Offer Price, subject to Section 47.C, and consummate the sale of the Property pursuant thereto. C. In the event that Tenant declines or waives (or is not executed within fifteen (15deemed to have waived) calendar days after its Right of First Refusal to purchase the date on which SNH gave the Grantor the ROFR Acceptance NoticeProperty pursuant to this Section 47, then the Grantor Landlord shall have three hundred sixty-five (365) days from the date thereof right to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale and Tenant shall not have occurred a further Right of First Refusal unless (i) the purchase price for such sale is less than ninety percent (90%) of the Offer Price, or (ii) if the Property does not sell within such three hundred sixty-five twelve (36512) day periodmonths of the expiration of the later of the Exercise Period and the Negotiation Period, then this provision shall not be terminated and Tenant shall have the first right of refusal on any subsequent offers to purchase. ​ D. Notwithstanding anything in this Section 47 to the contrary, in no event shall the Right of First Refusal apply to (i) any Remedial Action or (ii) the sale of the ROFR Property shall once again be subject to in connection with the right sale of first refusal set forth in this Agreementone or more other properties owned by Landlord or any of its Affiliates.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject Subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 117.2, the Tenant will have an ongoing right of first refusal (the “Purchase ROFR”) to purchase the ROFR Properties. Tenant Space. Landlord will inform Tenant in writing (aand provide reasonable details of such transaction, including, without limitation, a copy of the agreed upon letter of intent (if one has been agreed upon) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party for which the parties and any other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to confidential information may be provided, written notice redacted) (the “ROFR Notice”) prior to SNH accepting a third party offer (a “Third Party Offer”) to purchase all or a portion of its intention the Tenant Space (the Tenant Space, or such portion thereof, that is then the subject of such Third Party Offer is referred to effect such a transaction, which ROFR Notice shall specify herein as the cash purchase price for the “ROFR Property, the terms of payment, the closing date and the other material business terms ”). Tenant may exercise its Purchase ROFR by providing written notice of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing exercise (the “ROFR Acceptance Notice”) of to Landlord within ten (10) business days after receiving the ROFR Notice. If Tenant exercises its intent to Purchase ROFR, the terms and conditions (including the purchase price) for the ROFR Property to be sold shall be on the same terms and conditions as set forth in the ROFR Notice and otherwise as set forth in a commercially reasonable purchase agreement entered into by Landlord and Tenant (subject to the terms of Section 17.2.1, below). If Tenant fails to timely exercise its Purchase ROFR, then Landlord shall be permitted to proceed with the sale of the ROFR Property to any third party, free and clear of Tenant’s Purchase ROFR right, so long as the terms and conditions 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 portion of the Tenant Space that was sold (but the Purchase ROFR shall continue in full force and effect as to all other portions of the Tenant Space). If, however, the terms and conditions set forth in the ROFR Notice. The negotiation Notice are changed by Landlord and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor third party to whom Landlord intends to convey the ROFR Acceptance Property, so that such terms and conditions are no longer the same as (or better for Landlord, as the seller, than) those set forth in the original ROFR Notice, Landlord shall update the ROFR Notice and resend to Tenant in the same manner as the original ROFR Notice. (b) If SNH fails or elects not to give 17.2.1 Upon Landlord’s timely and proper receipt of a ROFR Acceptance Notice, or if in order for Tenant to purchase the ROFR Property in connection with the applicable ROFR Notice, (a) Landlord and Tenant (using good faith, diligent efforts) must come to final agreement upon, and execute and deliver, a mutually acceptable commercially reasonable form of purchase and sale agreement is not executed documenting Tenant’s agreement to purchase the ROFR Property within fifteen thirty (1530) calendar days after Landlord’s receipt of the date on which SNH gave applicable ROFR Acceptance Notice (the Grantor “PSA Period”); and (b) in the event that Landlord and Tenant are unable (using good faith, diligent efforts) to come to final agreement upon, and execute and deliver, a commercially reasonable purchase and sale agreement documenting Tenant’s agreement to purchase the ROFR Property within the PSA Period, time being of the essence, (1) Tenant’s ROFR Acceptance Notice shall be deemed automatically to have been withdrawn (and/or otherwise revoked) by Tenant as of the expiration of such PSA Period, and (2) Tenant shall be deemed to have waived its Purchase ROFR right with regard to that particular ROFR Notice. In such event, then the Grantor Landlord shall have three hundred sixty-five (365) days from the date thereof be entitled to sell the ROFR Property to any third party (including any party making party, free and clear of Tenant’s Purchase ROFR right, so long as the offer terms and conditions set forth in subsection the agreement, by virtue of which the sale is effected, are the same as (aor better for the Landlord, as the seller, than) above) for a purchase price not less than 95% of the cash purchase price specified 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 portion of the Tenant Space that was sold (but the Purchase ROFR shall continue in full force and effect as to all other portions of the Tenant Space). 17.2.2 Notwithstanding any provision of this Section 17.2 to the contrary, any attempted exercise by Tenant of its Purchase ROFR right shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Landlord delivers the ROFR Notice or the date on which Tenant delivers the ROFR Acceptance Notice there shall exist any uncured Event of Default by Tenant under this Lease. If Tenant’s Purchase ROFR right shall be personal to Equinix, LLC, a Delaware limited liability company and any Permitted Assignee to which this Lease is assigned; and, as such, such sale right shall not be exercisable by any party to whom any or all of the rights of “Tenant” under this Lease are hereafter assigned or otherwise transferred, other than a Permitted Assignee to which this Lease is assigned. 17.2.3 Except as provided above in Section 17.2.2 (i.e., as it relates to the assignment to a Permitted Assignee), any assignment by Tenant of this Lease, or any termination of this Lease, or termination of Tenant’s right to possess the Tenant Space, shall terminate Tenant’s Purchase ROFR right. 17.2.4 Notwithstanding any provision of this Section 17.2 to the contrary, Tenant shall have occurred within such three hundred sixtyno Purchase ROFR right related to any Third Party Offer that is part of a multi-five property purchase offer (365i.e., if a third party purchaser indicates to Landlord an interest in acquiring two (2) day periodor more properties owned by Landlord, and/or the affiliate(s) of Landlord (a “Multi-Property Purchase Offer”), then the sale Landlord’s conveyance of the ROFR Property shall once again be subject to the third party (or its affiliate) shall, provided that such conveyance is effected together with the conveyance of some or all of such other property(ies), be deemed to be free of restriction or encumbrance related to the terms of this Section 17.2 of the Lease), except that, (1) if the Multi-Property Purchase Offer is an offer to purchase only buildings in which Equinix, LLC (or a Permitted Assignee to which this Lease is assigned) is the sole tenant, Tenant’s Purchase ROFR right shall still apply to such Third Party Offer only as it relates to the ROFR Property; the “Multi-Property Purchase Offer” nature of first refusal set forth such Third Party Offer notwithstanding, and/or (2) if the Multi-Property Purchase Offer is an offer to purchase only the buildings within the Project, and Tenant is the sole tenant in the Tenant Space and is not in default under this AgreementLease (after applicable notice and cure periods), Tenant’s Purchase ROFR right shall still apply to such Third Party Offer as it relates to the buildings within the Project (i.e., the ROFR Property (for purposes of Section 17.2) shall mean and refer to the buildings within the Project); the “Multi-Property Purchase Offer” nature of such Third Party Offer notwithstanding. 17.2.5 Notwithstanding any provision of this Section 17.2 to the contrary, Tenant shall have no Purchase ROFR right related to any conveyance of the ROFR Property by Landlord (a) to any affiliate or subsidiary of any member of the Landlord Group; (b) to any partnership or joint venture of which any member of the Landlord Group is a part; or (c) as a result of a financing arrangement.

Right of First Refusal to Purchase. The Grantors Landlord hereby grant to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 1, the grants Tenant a right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires Premises. Prior to sell a ROFR Property, or if a Grantor shall otherwise receive an Landlord accepting any bonefide offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property Premises from a third party, Landlord shall give Tenant written notice of such offer and the terms and other information constituting such offer to purchase the Premises. Provided at the time of exercise, Tenant is not in default, Tenant shall have the option, which must be exercised, if at all, by written notice to Landlord within ten (10) days after Xxxxxx's receipt of Landlord's notice, to purchase the Premises at the sales price and terms of sale specified in the notice. In the event Tenant timely exercises such option to purchase the Premises, Landlord shall sell the Premises to Tenant, and Tenant shall purchase the Premises from Landlord in accordance with the price and terms specified in Landlord's notice. Landlord and Tenant shall, in good faith, attempt to reach agreement on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase agreement consistent with the terms set forth in Landlord's notice within thirty (30) days of Landlord's notice. In the event (i) Landlord and sale Tenant are unable to reach agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five thirty (36530) day period or (ii) Tenant fails to exercise Tenant's option within said ten (10) day period, then Landlord shall have one hundred eighty (180) days thereafter to sell the Premises at no less than the sales price and upon the same or substantially the same other terms of sale as specified in the notice to Tenant. In the event Landlord fails to sell the Premises within said one hundred eighty (180) day period or in the event Landlord proposes to sell the Premises at less than the sales price or on other material terms which are more favorable to the prospective tenant than that proposed to Tenant, Landlord shall be required to resubmit such offer to Tenant in accordance with this Right of First Refusal. This Right of First Refusal shall automatically terminate upon the expiration or sooner termination of the ROFR Property Lease. In addition, this Right of First Refusal shall once again be subject not apply to a foreclosure or other involuntary transfer of Landlord's interest in the Premises, but the Right of First Refusal shall remain in full force and effect thereafter. The parties agree to execute a Memorandum of this Right of First Refusal to Purchase, which Memorandum Tenant shall have the right to record in Santa Xxxxx County. Notwithstanding the foregoing, this Right of first refusal set forth First Refusal shall not apply to transfers of all or a portion of the Premises to (i) Xxxx X. Xxxxxxx and/or Xxxx X. Xxxxxxx (individually and collectively "Sobrato"), (ii) any immediate family member of Sobrato, (iii) any trust established, in this Agreementwhole or in part, for the benefit of Sobrato and/or any immediate family member of Sobrato, (iv) any partnership in which Sobrato or any immediate family member, either directly or indirectly (e.g., through a partnership or corporate entity or a trust) retains a general partner interest, and/or (v) any corporation under the control, either directly or indirectly, by Sobrato or any immediate family member of Sobrato.

Right of First Refusal to Purchase. The Grantors hereby grant If at any time during the Term, Landlord shall receive a bona fide written offer to SNHpurchase the Premises or any portion thereof or interest therein from a third party which is not affiliated with Landlord, subject which offer Landlord is willing to the Declaration of Trust of HRPT Properties Trust accept (“HRPTOutside Contract”), Landlord shall give written notice (“Sale Notice”) and thereof, together with a copy of such Outside Contract, to Tenant. Tenant shall have a right of first refusal (“Refusal Right”) to purchase the Premises or portion thereof or interest therein that is the subject to and of the Outside Contract in accordance with the terms and conditions of this Section 1, the right of first refusal to purchase the ROFR Properties. (a) provisions thereof. If a Grantor Tenant desires to sell a ROFR Propertyexercise the Refusal Right, or if a Grantor Tenant shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, deliver written notice to that effect to Landlord within five (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (155) business days after receipt of the ROFR Sale Notice to notify such Grantor (“Refusal Period”). If Tenant exercises the Refusal Right by the time and in writing (the “ROFR Acceptance Notice”) of its intent to purchase manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the ROFR Property on the same material terms and conditions set forth in as the ROFR NoticeOutside Contract (“Sale Contract”) and Tenant shall deposit when due any xxxxxxx money deposit required thereunder. The negotiation and execution of If Tenant does not execute a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed Sale Contract within fifteen (15) calendar days after the date Tenant’s receipt of such Sale Contract from Landlord, signed on which SNH gave the Grantor the ROFR Acceptance Noticebehalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to consummate the Grantor shall have three hundred sixty-five sale pursuant to the Outside Contract (365) days from or another contract on substantially similar terms and conditions). If Tenant does not exercise the date thereof to sell Refusal Right by the ROFR Property to any third party (including any party making time and in the offer manner set forth in subsection (a) above, then (i) for a purchase price the Refusal Right shall remain in full force and effect, but not less than 95% 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 cash purchase price specified in Refusal Period Landlord does not consummate the ROFR Noticesale pursuant to the Outside Contract, the Refusal Right shall again be applicable, and Landlord shall not thereafter sell the Premises pursuant to the Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21. If such sale The rights granted to Tenant under this Section 21 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 within such three hundred sixty-five (365) day period, then the sale and is continuing. Any conveyance of the ROFR Property Premises to Tenant pursuant to this Section 21 shall once again be subject “as-is” with respect to the right physical condition of first refusal set forth in this Agreementthe Premises.

Right of First Refusal to Purchase. The Grantors hereby grant There is no option to SNHpurchase in favor of Tenant; however, subject provided Tenant is not in default under this Lease, if Landlord considers entering into a real estate purchase agreement to sell the Declaration Demised Premises, then (unless the right of Trust of HRPT Properties Trust (“HRPT”first refusal is waived) and said purchase agreement shall have a provision that it is subject to and contingent upon a right of first refusal in accordance with favor of the Tenant, and Tenant shall be given a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions of this Section 1than the unsigned version presented to Tenant), and Tenant shall have ten (10) business days from receipt thereof to give written notice to the Landlord that Tenant wants to exercise its right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property property on the same terms and conditions set forth as the buyer in the ROFR Noticeexecuted (or unexecuted) purchase agreement. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give Tenant timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Noticeexercises its right, then the Grantor Tenant shall have three hundred sixty-five (365) days from promptly execute a purchase agreement with the date thereof to sell same terms and the ROFR Property to executed purchase agreement, if any exist, with the third party buyer shall be terminated by Landlord or become a back-up contract (including any party making at the offer set forth in subsection (a) above) for a purchase price not less than 95% option of the cash purchase price specified Landlord and third party buyer) in the ROFR Noticecase Tenant does not close or defaults. If such sale shall not have occurred Tenant fails to get the written notice to Landlord within such three hundred sixty-five (365) day periodthe 10 business days as required, then the sale of the ROFR Property Tenant shall once again be subject deemed to the have waived this provision granting Tenant a right of first refusal set forth 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 this Agreementfact waived its right of first refusal contained herein. If Landlord does not complete the sale to the buyer on the same financial, due diligence, financing, and closing terms and conditions as presented to Tenant, or such sale is not completed within 180 days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase the Demised Premises. Time is of the essence as to all notice requirements from Tenant to Landlord hereunder. This right of first refusal shall terminate automatically and never be reinstated upon a Tenant default, after notice and opportunity to cure in accordance with Article 20 hereof and/or expiration or termination of the Lease.

Right of First Refusal to Purchase. The Grantors hereby grant to SNHProvided Lessee is not in default of any of the terms and conditions contained in this Lease, subject either on the date of its exercise, or on the effective date thereof, at any time during the Term or any extensions thereof, Lessee shall at any time prior to the Declaration final six (6) months of Trust the Term or any extensions thereof, have the option to Purchase the Property and/or the Building and/or the building at 8000 Xxxxxxx Xxxx, Xxxx Xx. Xxxxx, Xxxxxxx known as Condominium Unit #2 and/or the portion of HRPT Properties Trust the property known as Condominium Unit #3 (“HRPTPurchase Rights”) and subject to and in accordance with the terms and conditions set forth in a letter of this Section 1, the right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer intent from a bonafide third party other than SNHpurchaser on terms that are acceptable to Lessor (“Letter of Intent to Purchase”) and provided that Lessee provides acceptance of the Letter of Intent to Purchase within thirty (30) days of receipt of such Letter of Intent to Purchase from Lessor, or time being of the essence. Lessee agrees that it shall have forever waived its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement Purchase Rights with respect to such salespecific bonafide third party offer if it fails, providefor any reason, or shall cause to be provided, written give such notice (to Lessor by the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price time provided herein for the ROFR Propertygiving 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 accordance with the terms of paymenthereof, the closing date and the other material business terms of such transaction. SNH shall have fifteen be held within forty five (1545) business days after receipt Lessee provides acceptance of the ROFR Notice Letter of Intent to Purchase. If the Lessee shall elect not to exercise its Purchase Rights or shall fail to notify such Grantor Lessor in writing (accordance with the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the foregoing terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Noticeconditions, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to Lessor may thereafter sell the ROFR Property or Building to any third party (including any the party making the offer set forth in subsection (a) above) for a purchase price accordance with the terms thereof. The Purchase Rights may not less than 95% of be severed from the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day periodLease or separately sold, then the sale of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreementassigned or otherwise transferred.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”a) Upon and subject to and in accordance with all of the terms and conditions of set forth in this Section 125, the Landlord hereby grants to Tenant a right of first refusal to purchase the ROFR Properties. Property (a) If the "Purchase Right"). If, and only if, at any time during the Term or any renewal term, Landlord makes a Grantor desires bona fide proposal to sell or transfer the Property to a ROFR Propertythird party, or if a Grantor shall otherwise receive Landlord receives such an offer from a third party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends that Landlord is willing to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or Landlord shall cause to be provided, first make a bona fide written notice offer (the “ROFR Notice”"Offer to Sell") to SNH sell the Property to Tenant on the same terms and conditions on which Landlord proposes to sell the Property to a third party. The offer shall name the proposed transferee and set forth all terms and conditions of its intention the proposed transfer, including the price to effect such the proposed transferee, and shall be accompanied by a transaction, which ROFR Notice copy of the offer to or from the proposed transferee. In no event shall specify Tenant have the cash right to purchase price for less than the ROFR entire Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH . (b) Tenant shall have fifteen (15) business the right for a period of 15 days after receipt of the ROFR Notice offer from Landlord to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent elect to purchase the ROFR Property. To exercise its right to purchase, Tenant shall give written notice to Landlord within such 15-day period. If Tenant fails to give such notice to Landlord within such 15-day period, Tenant shall be deemed to have declined to exercise its Purchase Right. If Tenant declines or is deemed to have declined to exercise its Purchase Right, Landlord thereafter shall have the right to sell or transfer the Property to the third party with whom Landlord is dealing. Upon timely exercise of the Purchase Right, the Offer to Sell shall become a binding contract between Landlord and Tenant upon all of the terms thereof and shall be specifically enforceable by Landlord and Tenant without the necessity of any further agreement between the parties. The purchase shall be closed and payment made on the same terms as set forth in the Offer to Sell, except that the closing date shall be no later than 30 days after the date of the Offer to Sell and Tenant's election to purchase the Property. (c) If Tenant does not elect to purchase the Property in accordance with the provisions of this Section 25, Landlord may transfer the Property to the proposed transferee named and on the terms and conditions set forth in the ROFR Notice. The negotiation Offer to Sell and execution of a mutually acceptable purchase the transferee shall take the Property free and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% clear of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal Purchase Right set forth in this AgreementSection 25, which shall terminate automatically as of the closing of the transfer of the Property and shall be of no further force or effect. Upon any termination of the Purchase Right, Tenant shall, at the request of Landlord or the transferee, execute, have acknowledged and deliver to the requesting person, an instrument in recoverable form, confirming that the Purchase Right set forth in this Section 25 has terminated and is of no further force or effect. (d) This Section 25 is entered into solely for the benefit of Landlord and Tenant and no third party is intended to or shall have any rights whatsoever under, in connection with or as a result of this Section 25. (e) Notwithstanding any provision of this Lease to the contrary, the Purchase Right set forth in this Section 25 shall terminate automatically upon any foreclosure sale of the Premises under a mortgage, deed of trust or other encumbrance or upon any conveyance of the Premises in lieu of such foreclosure or upon the failure of Tenant to continuously operate its business in the Premises. Upon such termination, Tenant shall, at the request of Landlord, or the party succeeding to ownership of the Premises, execute, have acknowledged and deliver to the requesting person, an instrument in recordable form, confirming that the Purchase Right set forth in this Section 25 has terminated and is of no further force or effect. The failure to request or deliver such instrument shall in no way affect the automatic termination of the Purchase Right.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH47.1. Lessor shall not, subject at any time prior to the Declaration expiration of Trust the term of HRPT Properties Trust (this Lease, or any extension thereof, sell the Premises, or any interest therein, without first giving written notice thereof to Lessee, which notice is hereinafter referred to as “HRPTNotice of Sale”) . 47.2. The Notice of Sale shall include the exact and subject complete terms of the proposed sale and shall have attached thereto a copy of the bona fide offer and counteroffer, if any, duly executed by both Lessor and the prospective purchaser. 47.3. For a period of 12 calendar days after receipt by Lessee of the Notice of Sale, Lessee shall have the right to and in accordance with give written notice to Lessor of Lessee’s exercise of Lessee’s right to purchase the terms Premises, the interest therein proposed to be sold, or the property of which the Premises are a part, on the same terms, price and conditions as set forth in the Notice of this Section 1Sale. In the event that Lessor does not receive written notice of Lessee’s exercise of the right herein granted within said 12 day period, there shall be a conclusive presumption that Lessee has elected NOT to exercise Lessee’s right hereunder, and Lessor may complete the sale to the prospective purchaser, on the same terms set forth in the Notice of Sale. 47.4. In the event that Lessee declines to exercise its right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (of Sale, and, thereafter, Lessor and the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no prospective purchaser modify by more than fifteen 5%, (15i) calendar days after the date on which SNH gave sales price, or (ii) the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Noticeamount of down payment, or if there is a mutually acceptable purchase and material change in any seller financing offered, or in the event that the sale agreement is not executed consummated within fifteen (15) calendar 180 days after of the date on which SNH gave of the Grantor the ROFR Acceptance NoticeNotice of Sale, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the Lessee’s right of first refusal set forth shall reapply to said transaction. 47.5. In the event that Lessee declines to exercise its right of first refusal after receipt of the Notice of Sale, and, thereafter, the proposed transfer or sale is not consummated, the Lessee’s right of first refusal shall apply to any subsequent transaction. If, however, said transfer or sale is, in fact, completed, then said right shall be extinguished and shall not apply to any subsequent transactions. 47.6. Notwithstanding the above, this Agreementright of first refusal is intended to apply only to voluntary transfers involving third party transferees. This right of first refusal shall not, therefore, apply: where the Premises are taken by eminent domain or sold under threat of condemnation, to intra-family or intra-ownership transfers, to transfers by Lessor to a trust created by Less or, if Lessor is a trust, to transfers to a trust beneficiary.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject Subject to the Declaration of Trust of HRPT Properties Trust limitations set forth in Section 51.1 hereof, during the Term, should Landlord receive a bona fide written offer (which, upon acceptance by Landlord, would constitute a legally binding obligation) to purchase Landlord’s interest in Parcels 12 and/or 13 (“HRPTProposed Offer”) and subject to and in accordance with the terms and conditions of this Section 1, the right of first refusal to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNHthird party, or its affiliates, for any such sale or transfer which such Grantor Proposed Offer Landlord intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or Landlord shall cause to be provided, submit a written notice offer (the “ROFR NoticeOffer”) to SNH of its intention Tenant to effect such a transactionsell the leasehold to Tenant on terms and conditions, including price, which ROFR Notice are no less favorable than those of the Proposed Offer. The Offer shall specify disclose the cash purchase price 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 ROFR Property, the terms of payment, the closing date price and upon the other material business terms of such transactioncontained in the Proposed Offer. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent Should Tenant desire to purchase the ROFR Property on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar leasehold, Tenant shall communicate its election within 20 days after the date on which SNH gave of the Grantor Offer. Such communication shall, when taken in conjunction with the ROFR Acceptance Notice. (b) If SNH fails or elects not Offer, constitute a legally binding agreement for the sale and purchase of the Premises. The sale of the leasehold to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days Tenant pursuant to this Section 45 shall be closed no later than the 120th day after the date on which SNH gave of the Grantor Offer or earlier if the ROFR Acceptance NoticeProposed Offer had an earlier closing date. If Tenant does not elect to purchase the leasehold pursuant to this section, then the Grantor shall have three hundred sixty-five (365) days from leasehold may be sold by Landlord at any time within one year after the date thereof the Offer was made, to sell the ROFR Property to 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 third party (including any party making such transfer and the offer transferee must meet the transfer restrictions set forth in subsection 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 (a“CREC”) above) or any affiliate of CREC for a the purchase price of properties in addition to Landlord’s leasehold interest in Parcels 12 and 13, then Tenant’s rights under this Section 45 shall not less than 95% of the cash purchase price specified in the ROFR Notice. If apply to such proposed transaction, provided, that any such sale shall not have occurred within be subject to this Lease and this right of first refusal in favor of Tenant, and any such three hundred sixty-five (365) day period, then the sale of the ROFR Property transfer shall once again 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 set forth shall apply. Notwithstanding the foregoing, any of the following transfers shall not be deemed to trigger Tenant’s right of first refusal: (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 date of this AgreementLease; (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, a transfer to a trust established by an individual partner for the benefit of such partner’s children); and (vi) transfers to family members of an individual partner. Any conveyance of the Landlord’s interest in Parcels 12 and 13 or any part thereof by Landlord, howsoever arising, including, inter alia, by operation of law, shall be subject to the leasehold estate created by this Lease, including this right of first refusal. The right of first refusal granted to Tenant by this Section 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 13 in connection with a foreclosure or an assignment.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject to In the Declaration of Trust of HRPT Properties Trust event Purchaser shall receive from a third party at any time before the Notes are paid in full a bona fide offer (“HRPT”the "Third Party Offer") and subject to and in accordance with the terms and conditions of this Section 1, the right of first refusal to purchase the ROFR Properties. Consolidated Operations, or any portion thereof, including without limitation, the Purchased Assets (athe "Offered Assets") If at a Grantor desires specified price, whether such price be first fixed by Purchaser or the third party, and Purchaser shall decide to sell a ROFR Propertysame for such amount, or if a Grantor Purchaser shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends promptly give to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written Seller notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of paymentsuch Third 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 date and the other material business terms of such transaction. SNH any purchase by Seller pursuant to this Section 17.1 shall have fifteen occur not later than sixty (1560) business days after receipt Seller's notice to Purchaser of Seller's determination to exercise its option hereunder. In the ROFR Notice to notify such Grantor in writing event Seller shall not give Purchaser notice, within said ten (the “ROFR Acceptance Notice”10) day period, of its intent election to purchase for the ROFR Property on 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 in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen therein, within one hundred (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365120) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% Seller's receipt of notice of the cash purchase price specified in Third Party Offer hereunder, the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal restrictions set forth in this AgreementSection 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 of the exercise of any purchase option herein before granted shall fix or determine the right of Seller to purchase the Offered 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 the closing of any purchase by Seller pursuant to this Section 17.1 shall be not later than sixty (60) days after Seller's notice to Purchaser of Seller's determination to exercise its option hereunder. On the sale by Purchaser of all or part of the Consolidated Operations, including the assets comprising the Consolidated Operations, the Notes shall become immediately due and payable.

Right of First Refusal to Purchase. The Grantors hereby grant to SNHDuring the Term of this Agreement, subject LOSC grants to the Declaration City a Right of Trust of HRPT Properties Trust First Refusal (“HRPTROFR”) to purchase the Lands on the following terms and subject conditions: a. If at any time during the Term of this Agreement, LOSC makes or receives a bona fide offer (in each case an "Offer") to and or from any person which the LOSC wishes to accept, pursuant to which such person is to purchase or otherwise acquire directly or indirectly the Lands or any part or parts thereof, then the LOSC shall promptly provide the City with written notice that the LOSC desires to sell the Property or the applicable part or parts thereof in accordance with the provisions of the Offer (the "Offer Notice"). A true copy of the Offer shall accompany such Offer Notice. b. The City shall have twenty-one (21) business days following receipt of the Offer Notice within which to deliver to LOSC an offer to purchase the Property or such part or parts thereof on the terms and conditions contained in the Offer, without material amendment, except that the City shall be entitled to a credit towards the purchase price equal to the amount of this Section 1the Grant (the “ROFR Offer”). In the event the City so issues the ROFR Offer, LOSC shall countersign such offer whereupon a binding agreement to purchase, on terms as set out in therein, shall have been entered into between LOSC and City in respect of the Property or applicable part thereof. c. If City has not delivered the ROFR Offer as aforesaid to LOSC within the aforementioned 21 business day period, City shall be deemed not to have exercised the right of first refusal herein and LOSC may proceed to purchase dispose of the ROFR PropertiesProperty in accordance with the original Offer, without material amendment, provided that the provisions of this Section 13 shall survive the sale and continue to apply. (a) d. If a Grantor desires to LOSC does not sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which the Property or such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, part or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property parts thereof on the terms and conditions set forth out in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen Offer without material amendment within ninety (1590) calendar days after the date on which SNH gave expiration of the Grantor the ROFR Acceptance Notice. twenty-one (b21) If SNH fails or elects not to give timely a ROFR Acceptance Noticebusiness day period noted above, or if LOSC proposes to make a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after material amendment to the date on which SNH gave the Grantor the ROFR Acceptance NoticeOffer, then the Grantor provisions of this Section 13 shall have three hundred sixty-five (365) days from the date thereof continue to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreementapply.

Right of First Refusal to Purchase. The Grantors Provided that there is no uncured Event of Default by Tenant under this Lease, Landlord hereby grant grants to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 1, the Tenant a one-time right of first refusal during the Term (“Right of First Refusal”) to purchase the ROFR Properties.Property from Landlord pursuant to the terms of this Article 54. The Right of First Refusal is further subject to the following terms and conditions: (a) If 1. Landlord shall give Tenant written notice of Landlord’s receipt of a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an bona fide written offer from a third party to purchase the Property for a stated purchase price and such other than SNH, or its affiliates, for any such sale or transfer material terms which such Grantor intends Landlord is willing to accept, which notice may include the applicable letter of intent, purchase and sale agreement or a similar document reflecting the terms of such offer from such third party (“Landlord’s Notice”). 2. Tenant shall then such Grantor shall, prior deliver to entering into an agreement with respect to such sale, provide, or shall cause to be provided, Landlord written notice of its election (the “ROFR NoticeTenant’s Purchase Election”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify purchase the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen Property described in Landlord’s notice on or before ten (1510) business days after its receipt of the ROFR Landlord’s Notice to notify such Grantor in writing (the “ROFR Acceptance NoticeExercise Period”). 3. Upon Landlord’s receipt of Tenant’s Purchase Election, the parties shall negotiate in good faith for a period of thirty (30) of its intent days in order to purchase the ROFR Property on the terms finalize and conditions set forth in the ROFR Notice. The negotiation and execution of execute a mutually acceptable purchase and sale agreement must occur no more than fifteen setting forth such terms (15the “Contract”). In the event a Contract is not executed by the parties within said thirty (30) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice. (b) If SNH fails or elects not to give timely a ROFR Acceptance Noticeday period, or if Tenant fails to timely deliver Tenant’s Purchase Election, then Landlord may proceed to convey the Property free and clear of this Right of First Refusal. 4. If Tenant does not give written notice of its intent to exercise the Right of First Refusal within the Exercise Period, or having given notice of its intent to exercise, fails to enter into a mutually acceptable Contract that incorporates the terms and conditions of the Landlord’s Notice, Tenant shall be deemed to have waived the Right of First Refusal to purchase the Property under the terms of Landlord’s Notice and Landlord shall thereafter have the right to enter into a purchase and sale agreement is not executed within with a third party for the Property on terms and conditions of the Landlord’s Notice or any other terms and conditions, subject to the following paragraph. 5. In the event that Tenant declines or fails to exercise its Right of First Refusal to purchase the Property pursuant to this Article 54, Tenant’s Right of First Refusal with respect to the Property shall terminate unless there shall be a material decrease in the purchase price provided in the initial Landlord’s Notice for the Property. For the purposes of this Section 54.E, a “material decrease” shall mean a decrease of fifteen (15%) calendar days after percent or more of the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a offered purchase price not less than 95% of for the cash purchase price specified Property in the ROFR Landlord’s Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreement.

Right of First Refusal to Purchase. The Grantors hereby grant to SNH(a) If at any time during the term of this lease, subject to the Declaration of Trust of HRPT Properties Trust except as set forth in subsections (“HRPT”b) and subject (c) below, Landlord desires to sell the Premises to a non-related entity for full consideration, Landlord agrees to notify Tenant of such desire. R-8 Tenant shall advise Landlord within 10 days after receiving such notice if Tenant is interested in negotiating terms for purchase of the Premises by Tenant. If Tenant fails to respond within such time period and/or if Tenant is not interested in purchasing the Premises, then Tenant shall have no further right hereunder to purchase the Premises. However, if Tenant notifies Landlord within such time period that Tenant is interested in purchasing the Premises, then Landlord and in accordance Tenant shall have 30 days following Landlord's receipt of such notice from Tenant within which to negotiate and execute a mutually satisfactory agreement for the sale of the Premises to Tenant. (i) In the event that Landlord and Tenant fail to enter into an agreement of sale and purchase within such 30 days, then Tenant shall have no further right hereunder to purchase the Premises. Thereafter, Landlord may negotiate with any third party for the sale and purchase of the Premises; provided, however, that Landlord will not finally enter into an agreement of sale with any third party for a purchase price equal to or less than the highest price offered by Tenant during the 30 day negotiating period between Landlord and Tenant unless Landlord first allows Tenant 10 days within which to agree to purchase the Premises pursuant to all of the terms and conditions agreed to by such third party. (ii) If Landlord and Tenant enter into an agreement of this Section 1sale and purchase but transfer of the Premises to Tenant is not consummated for any reason other than Landlord's default under such agreement of sale and purchase, the then Tenant shall have no further right of first refusal hereunder to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance NoticePremises. (b) If SNH fails Tenant's right of first refusal set forth above shall not apply to any transfer of the Premises in mortgage foreclosure, by deed in lieu of foreclosure or elects not as part of a settlement with the mortgagee nor shall such right apply to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof any efforts by Landlord to sell the ROFR Property Premises as part of a package transaction which includes one or more other properties owned by Landlord or its affiliates. In the case of any such mortgage related or package transaction, Tenant shall have no rights relating to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in Premises and no such rights shall survive the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale conveyance of the ROFR Property Premises by Landlord pursuant to a mortgage related or package transaction. (c) Landlord shall once again be subject have no obligation to notify Tenant of Landlord's intention to sell and Tenant shall have no right to purchase the Premises at any time during which Tenant is in default under any of the provisions of this lease. The right of first refusal set forth in this Agreement.Section shall terminate automatically if at any time during the Term, including without limitation at any time after Landlord and Tenant enter into an R-9 agreement of sale and purchase, Tenant defaults under any of the provisions of this lease and Landlord gives Tenant written notice of such default; in which event this Section shall be deemed to be null and void and of no further force or effect. In addition, Tenant's right of first refusal shall terminate automatically if Tenant transfers this lease (as described in Section 18) or if the Premises is wholly or partially destroyed by casualty or taken by a condemnation or otherwise for any public or quasi-public use. Lease Commencement Certificate (Exhibit "B") --------------------------------------------

Right of First Refusal to Purchase. The Grantors hereby grant to SNH(a) Provided that (i) this Lease is in full force and effect and (ii) any Amended Lease, subject to if applicable, and any other Lease entered into by Tenant or its affiliate for any space in the Declaration Project with an affiliate of Trust of HRPT Properties Trust Landlord (each, individually and collectively as the context may require, an “HRPTAdjacent Lease”) is in full force and subject effect, (iii) no default exists under this Lease of an Adjacent Lease, beyond any applicable cure periods, and (iv) this Lease and any Adjacent Lease have not been Transferred, if (A) Landlord shall receive a bona fide offer from any third party for the purchase of the Property which offer Landlord desires to and in accordance with accept (the “Third Party Offer”), or (B) if Landlord desires to sell or market the Property for sale to a third party (the “Marketing Offer”), then Landlord shall deliver to Tenant a written notice setting forth the economic terms and conditions of this Section 1the Third Party Offer or Marketing Offer, as applicable, and if available, a copy of such offer (the right “Written Notice of first refusal Proposed Sale”). Tenant may, within ten (10) business days of Landlord’s receipt of a Third Party Offer, or within thirty (30) calendar days of Landlord’s delivery of a Marketing Offer, as applicable, elect by delivering written notice to Landlord within such ten business day or thirty (30) day period, as applicable (“Tenant’s Acceptance Notice”), to purchase the ROFR Properties. (a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the same terms and conditions as those set forth in the ROFR Notice. The negotiation and execution Written Notice of a mutually acceptable Proposed Sale, except that the purchase and sale agreement must occur no more than fifteen (15) calendar days after price shall be increased by an amount equal to the date on brokerage commission, if any, which SNH gave the Grantor the ROFR Acceptance NoticeLandlord is required to pay to Tenant’s Broker, or any other broker engaged by Tenant. (b) If SNH fails or elects not to give In the event Tenant timely a ROFR delivers Tenant’s Acceptance Notice, or if a mutually acceptable purchase Landlord and sale agreement is not executed Tenant shall, within fifteen thirty (1530) calendar days after the date on which SNH gave the Grantor the ROFR of Tenant’s delivery of Tenant’s Acceptance Notice, then enter into a purchase contract for the Grantor Property setting forth the terms of the Written Notice of Proposed Sale, and otherwise in a commercially reasonable form (the “Purchase Agreement”). If Tenant does not deliver Tenant’s Acceptance Notice within the periods required above, Tenant shall be deemed to have three hundred sixty-five (365) days from elected to not elect to purchase the date thereof Property. In the event Tenant does not desire to sell purchase the ROFR Property to any third party (including any party making on the offer terms set forth in subsection (a) above) for the Written Notice of Proposed Sale, Tenant agrees to deliver to Landlord a purchase price written notice indicating that Tenant is not less than 95% of the cash purchase price specified exercising its rights as provided in the ROFR Notice. If this Section 22.22, provided, Tenant’s failure to deliver such sale notice shall not have occurred in any way extend Tenant’s rights hereunder. (c) If Tenant fails to deliver Tenant’s Acceptance Notice and Landlord thereafter conveys the Property to a third party, or if Tenant delivers Tenant’s Acceptance Notice but thereafter fails to enter into the Purchase Agreement within such three hundred sixty-five thirty (36530) day periodperiod or thereafter terminates the Purchase Agreement for any reason (other than a default by Landlord), then the sale of the ROFR Property Tenant’s rights under this Section 22.22 shall once again be subject terminated with respect to the applicable Third Party Offer or Marketing Offer. In the event that any proposed sale as to which Tenant did not exercise its right of first refusal as above provided, is not consummated by Landlord within 210 days after notice thereof was given to Tenant, or if prior to the closing of such transaction the purchase price is reduced by more than five percent (5%) of the purchase price set forth in the Written Notice of Proposed Sale, then the Property must be reoffered to Tenant in the same manner provided above. Without limiting the generality of the foregoing, in the event Landlord has delivered to Tenant a Marketing Offer which Tenant did not elect to accept, and Landlord subsequently receives a Third Party Offer which Landlord desires to accept, Landlord shall not be required to deliver to Tenant a Written Notice of Proposed Sale, and Tenant shall not have a right to purchase the Property, with respect to such Third Party Offer if the purchase price in such Third Party Offer is greater than or equal to the purchase price set forth in the Marketing Offer. (d) If the consideration to be paid pursuant to a Third Party Offer shall include consideration other than cash, Tenant may exercise its right of first refusal with respect to such transaction and shall pay as consideration therefor the same amount of cash and the same consideration as set forth in Third Party Offer, or an all cash purchase price in an amount equal to the sum of the cash portion of the consideration, plus the fair cash value of the other consideration which the offeror proposed to exchange for the Property. If any Third Party Offer shall include other property owned by Landlord or its affiliates, Tenant’s rights under this AgreementSection 22.22 shall apply only to the Property for the purchase price allocated to the Property by Landlord and such third party. (e) The rights granted to Tenant in this Section 22.22 (i) are subject and subordinate to each and every Mortgage now or hereafter encumbering the Property, and (ii) shall not apply to a granting of a Mortgage or to the foreclosure, delivery of a deed in lieu of foreclosure or similar action of a Mortgage, or the first sale of the Property following the foreclosure, delivery of a deed in lieu of foreclosure or similar action of a Mortgage.