Common use of Right Clause in Contracts

Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.

Right. Each During the Term, Tenant shall have a continuing "right of first offer," in accordance with the Rights outstanding after such adjustment terms set forth below, to purchase the Property. Landlord may only sell the Property to a party other than Tenant as set forth in this Article 27. Landlord may at any time deliver Tenant a copy of a proposed purchase agreement pursuant to the number terms of Rights which Landlord is prepared to sell the Property to Tenant (the "Proposed Purchase Agreement"). The Proposed Purchase Agreement shall specify, without limitation, the following terms (the "Key Terms"): (i) the purchase price (the "Proposed Purchase Price"); (ii) the amount of xxxxxxx money; and (iii) the availability (if any) of purchase money financing to be exercisable for provided by Landlord. Tenant shall thereupon have a right (a "First Offer Right") to purchase the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustmentProperty on the terms set forth in the Proposed Purchase Agreement. Each First Offer Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated is granted subject to the nearest ten-thousandthfollowing terms and conditions: (a) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and Tenant shall give simultaneous Landlord written notice to the Rights Agent of its election to adjust exercise a First Offer Right within 10 days after Landlord delivers to Tenant the number applicable Proposed Purchase Agreement by executing the Proposed Purchase Agreement and returning it to Landlord together with the required xxxxxxx money deposit; (b) Tenant is not in default nor has any event occurred which with the giving of Rightsnotice, indicating the record date for the adjustment to be made. This record date may be passage of time, or both, would constitute a default by Tenant, under this Lease either on the date Tenant exercises such First Offer Right or on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record closing date specified in the public announcementProposed Purchase Agreement; (c) In the event that Tenant does not timely or properly exercise any First Offer Right, Landlord may, at any time during the one-year period following the delivery of the Proposed Purchase Agreement to Tenant, sell the Property to any third party on the same or better Key Terms as were set forth in the Proposed Purchase Agreement; provided, however, that the purchase price in any sale to such a third party may be as little as 80% of the Proposed Purchase Price. Tenant shall have a continuing right of first offer if Landlord desires to sell the Property to a third party on Key Terms other than as set forth in the preceding sentence. If Landlord does not sell the Property to a third party within the one-year period described above, on terms contemplated by the first sentence of this subparagraph (c), then the Property shall once again be subject to Tenant's right of first offer.

Right. Each attached as SCHEDULE "A" hereto, to acquire the warrant (the "JULY WARRANT") attached as Exhibit I thereto, and the right (the "AUGUST RIGHT"), attached as SCHEDULE "B" hereto, to acquire the option (the "AUGUST OPTION"), attached as Exhibit I thereto, to acquire the warrant (the "OCTOBER WARRANT") attached as Exhibit II thereto. The July Right and the August Right are collectively referred to herein as the "RIGHTS" and the July Warrant and the October Warrant are collectively referred to herein as the "WARRANTS". The Rights, Warrants, August Option and Wi-LAN common shares issuable upon exercise of the Rights outstanding after Warrants are collectively referred to herein as the "WI-LAN SECURITIES". It is acknowledged and agreed that neither the execution nor the enforcement of this agreement shall make Wi-LAN liable or responsible, in any manner whatsoever, for the observance or performance of any of the Sellers' covenants or other obligations under the Merger Agreement or for the payment of any monies payable by the Sellers, or either of them, thereunder or of releasing the Sellers, or either of them, from their obligations thereunder. Wi-LAN will use its reasonable best efforts to qualify the distribution of the July Warrant upon exercise of the July Right pursuant to a prospectus filed in the Province of Alberta and, if required in order to make the Wi-LAN common shares (the "WI-LAN SHARES") issuable upon exercise of the July Warrant freely tradable on The Toronto Stock Exchange (the "TSE"), in the Province of Ontario, on or before the thirtieth (30th) day (the "QUALIFICATION DATE") following the Closing Date (as hereinafter defined). In the event that, despite the reasonable best efforts of Wi-LAN, it is unable to so qualify the distribution of the July Warrant issuable upon exercise of the July Right on or before the Qualification Date, then, in such adjustment event, Wi-LAN shall issue to the Seller's an aggregate number of Wi-LAN Shares equal to 10% of the number of Rights Wi-LAN Shares issuable upon exercise of the July Warrant as at the Qualification Date. In the event that despite the reasonable best efforts of Wi-LAN, it is unable to qualify the distribution of the July Warrant on or before August 15, 2000, then, in such event, Wi-LAN shall be exercisable for issue to the Seller's an aggregate number of shares of Preferred Stock for which a Right was exercisable immediately prior Wi-LAN Shares equal to such adjustment. Each Right held of record prior to such adjustment 10% of the number of Rights Wi-LAN Shares issuable upon exercise of the July Warrant as at August 15, 2000. In the event that, despite the reasonable best efforts of Wi-LAN, it is unable to qualify the distribution of the July Warrant on or before September 15, 2000, then, in such event, Wi-LAN shall become that issue to the Seller's an aggregate number of Rights (calculated Wi-LAN Shares equal to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment 5% of the number of Rights Wi-LAN Shares issuable upon exercise of the July Warrant as at September 15, 2000. Wi-LAN will use its reasonable best efforts to qualify the distribution of the August Option upon exercise of the August Right pursuant to this Section 11(i)a prospectus filed in the Province of Alberta and, if required in order to make the Company shallWi-LAN Shares issuable upon exercise of the October Warrant freely tradable on the TSE, as promptly as practicablein the Province of Ontario, cause on or before October 30, 2000. To the extent that, despite the reasonable best efforts of Wi-LAN, it is unable to be distributed qualify the distribution of the August Option on or before the foregoing qualification date, then, thereafter, Wi-LAN shall continue to holders of Right Certificates on such record date Right Certificates evidencinguse its reasonable best efforts to so qualify the distribution. The July Warrant and the October Warrant are redeemable, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, orin whole or in part, at the sole option of the CompanyWi-LAN at any time, shall cause and from time to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders time, prior to the date of adjustment, and upon surrender thereof, if required by full exercise thereof for a price equal to the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option U.S. dollar stated value of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcementrespective warrant remaining outstanding.

Right. Each of If, during the Rights outstanding after Term, Landlord determines (in Landlord’s sole judgment) from time to time that any space in the Office Section (including without limitation the Potential Expansion Space, if Tenant did not exercise its option with respect thereto, or any part thereof) will be, or is then, leasable to a third party and Landlord is prepared to enter into a lease to a specific third party on terms set forth in the most recent response to a request for a proposal from, or other exchange with, such adjustment of third party (such space, except as set forth in the number of Rights provisos below, is referred to herein as “Available”), Landlord shall be exercisable for the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated subject to the nearest ten-thousandthprovisos set forth below) obtained by dividing offer to lease such space (“Offering Space”) to Tenant (such offer on terms consistent with the Purchase Price in effect immediately prior provisos below, the “Advice”), such lease to adjustment commence as of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price Landlord is adjusted or any day thereafterprepared to deliver such space; provided, but, if however, i. In the Right Certificates have been issued, shall be at least 10 days later than event Tenant accepts such offer and the date Offering Space will become a part of the public announcement. If Right Certificates have been issuedPremises by December 31, upon each adjustment 2018, the Offering Space will be added to the then Premises under the Lease as amended on the same terms and conditions as the Amendment 5 Expansion Premises are added to the Premises under this Fifth Amendment and otherwise on all of the number terms and conditions of Rights pursuant the Lease as the same may be amended from time to this Section 11(itime. For purposes of certainty, and without limitation, the then monthly Base Rent applicable to the Amendment 5 Expansion Premises, the per square foot Landlord’s contribution (prorated to reflect the reduction in term from a term commencing January 1, 2017), the Company shallOperating Expense Base Year and the Tax Base Year, the term and the condition of the Offering Space at delivery and the increase in the letter of credit shall be as promptly contemplated with respect to the Amendment 5 Expansion Premises. ii. In the event Tenant accepts such offer and the Offering Space will become a part of the Premises after December 31, 2018, the Offering Space shall be leased to Tenant at Prevailing Market Rent (as practicablehereinafter defined) and otherwise on all of the terms and conditions of the Lease as the same may be amended from time to time, cause except as otherwise set forth in the Advice as terms under which Landlord would be leasing to a third party, and except that there shall be no extension or expansion options, no rights of first offer and no allowance or contribution except as otherwise so set forth in the Advice to reflect the terms offered or to be distributed offered to holders of Right Certificates on such record date Right Certificates evidencingthe third party) or as a factor in determining the Prevailing Market Rent; provided, subject to Section 14however, the additional Rights to which such holders Tenant shall be entitled to an increase in parking rights as set forth in Article 37 of the Lease as amended. 8740051.13 iii. In the event Tenant does not timely exercise the right to Offering Space, Landlord shall have a period of six (6) months to enter into a lease of the Offering Space with a third party before Tenant’s rights with respect to such Offering Space are again in effect. iv. As to any space which Landlord leases to a third party by reason of Tenant having not exercised rights to lease such space under clause iii of this Xxxxxxx 0X, Xxxxxxxx may effect renewals and extensions of the lease of space to such tenants, without such action triggering any right of Tenant to lease such space hereunder but only if such third party tenant had a right of extension or renewal under the lease or amendment thereof entered into after Tenant determined not to exercise the right to the space as Offering Space (which may occur with respect to the original lease to the third party or as a result of a proposed amendment of the lease to the third party). For purposes of clarity, if a third party enters into a lease of Offering Space after Tenant has failed to exercise its right of first offer with respect thereto and such adjustmentthird party lease (and the Advice to Tenant) contained a renewal option or a right of extension, orLandlord may enter into a renewal with such third party or an extension of the lease with such third party on such terms as Landlord and such third party may negotiate even if not consistent with the rights of the third party to renewal or extension under the existing third party lease. Furthermore, if such third party has no such rights under its lease, but Landlord then offers the space to Tenant consistent with the right of first offer hereunder and Tenant elects not to exercise its right of first offer with respect to such space, Landlord may renew or extend the lease to the third party or to any other third party and in any case the space will again be subject to Tenant’s right of first offer at the option expiration of the Companyterm of the new or extended lease, subject to the right of Landlord to renew or extend if the new lease or the extended or renewed lease then has a right of renewal or extension. v. Tenant shall cause have no right to an Advice with respect to the space currently leased to the Canadian Consulate (comprising 12,778 rentable square feet in Tower 3) or the German Consulate (comprising 12,574 rentable square feet in Tower 3) or to the space currently occupied by the Landlord as a management office, comprising 5,911 rentable square feet in Tower 3. Any renewal by the current tenants of such spaces shall not be distributed subject to such holders a prior right to lease by Tenant pursuant to the right of record first offer. vi. Tenant may lease Offering Space that is subject to an Advice in substitution and replacement for its entirety only, under the Right Certificates held applicable terms described below, by such holders prior delivering written notice of exercise to Landlord (the "Notice of Exercise") within five (5) business days from the date of adjustmentsuch offer set forth in the Advice, and upon surrender thereoftime being of the essence. In any event, if required by the Company, new Right Certificates evidencing all the Rights to which such holders Tenant’s delivery of a Notice of Exercise shall be entitled after such adjustment. Right Certificates so deemed to be distributed the irrevocable exercise by Tenant of its right of first offer subject to and in accordance with the provisions of this Section 9. vii. Notwithstanding the foregoing, Tenant shall be issuedhave no such right of first offer and Landlord need not provide Tenant with an Advice, executed and countersigned in the manner provided for herein (and may bear, if: a. A material default is then continuing at the option time that Landlord would otherwise deliver the Advice; or b. Tenant herein named (or a transferee pursuant to a Related Party Transfer, as defined in Article 17 of the Company, the adjusted Purchase PriceLease) and shall be registered is not in the names occupancy of at least 70% of the holders of record of Right Certificates on rentable square feet leased by Tenant at the record date specified in the public announcement.time

Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of shares one one-hundredths of a Preferred Stock Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Rights Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right record of Rights Certificates on such record date Right Rights Certificates evidencing, subject to Section 1414 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Rights Certificates on the record date specified in the public announcement. (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a Preferred Share issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-hundredths of a Preferred Share which were expressed in the initial Rights Certificates issued hereunder, without prejudice to the validity of such Rights Certificate(s) or the application of the provisions hereof. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Shares at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the

Right. Each Provided that Tenant is not then in default beyond any applicable cure period, Tenant shall have the continuing right to expand described herein throughout the term of this Lease, as such term may be extended. At any time prior to the end of the Rights outstanding after such adjustment ninth (9th) year of the number term of Rights this Lease, or at any time prior to the end of the fourth (4th) year of any extension term of this Lease, Tenant may give written notice (the “Expansion Notice”) to Landlord that Tenant desires for Landlord to construct an expansion of the Building on the east side of the Building (“Expansion Land”) as shown on the attached Exhibit “B”, Site Plan according to Tenant’s preliminary plans and specifications, to be prepared by Landlord and agreed to by Tenant, which shall include without limitation Tenant’s desired square footage for expansion. Upon receipt of the Expansion Notice, Landlord shall have the obligation to construct an expansion of the Building up to an additional 286,000 square feet of space in the location shown on Exhibit “B” (the “Expansion Space”). The Expansion Notice shall only be effective if Tenant is the original Tenant under this Lease, and the Guaranty of the original Guarantor is still in full force and effect, and that the net worth of the Guarantor, pursuant to audited financial statements or the Guarantor’s public filings with the SEC, is the same or greater than on the Commencement Date of the Lease. In addition, Tenant expressly acknowledges that Landlord’s present and future lenders, shall not be obligated to build the Expansion Space. Within sixty (60) days after receipt of the Expansion Notice, Landlord shall submit to Tenant, for Tenant’s reasonable review and approval, detailed plans and specifications for the Expansion Space (the “Expansion Plans”) which Expansion Plans shall be exercisable consistent, to the extent reasonably feasible, with the plans prepared in accordance with the design criteria for the number original Building, Tenant’s preliminary plans and specifications, and subject to approval of shares of Preferred Stock for which all local building authorities. Landlord shall also provide to Tenant, at the same time as Landlord provides the Expansion Plans, a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment detailed analysis of the number of Rights Expansion Project Costs, Expansion Rent, and a Project Schedule for Tenant’s review and approval. Within forty five (45) days from the date the Expansion Plans and the Expansion Project Costs have been submitted to Tenant (the “Expansion Approval Period”), Tenant shall become that number of Rights (calculated approve or disapprove the same. “Expansion Project Costs” shall mean all reasonable and customary hard costs, soft costs, finance charges, interest carry, commissions, development and contractor fees and any other indirect costs directly related to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment Expansion Space and Expansion Land (exclusive of the Purchase Price by the Purchase Price in effect immediately after the adjustment cost of the Purchase Price. The Company shall make a public announcement Expansion Land and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted excluding yield maintenance or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled breakage fees as a result of such adjustmentfinancing obtained by Landlord for the Property). Expansion Project Costs will also include any off-site costs related to the east road pursuant to the Memorandum of Understanding among Suburban Land Reserve, orLandlord, at Tenant, and the option City of Kansas City, Missouri, dated March 17, 2006, a copy of which is attached hereto as Rider 10. If Tenant has not given Landlord written notice of its approval of the CompanyExpansion Plans or the Expansion Project Costs and Expansion Rent within the Expansion Approval Period, then Tenant shall be deemed to have disapproved the Expansion Plans and the Expansion Project Costs and Expansion Rent, and Expansion Notice shall be deemed revoked by Tenant. If Tenant approves with reservations either the Expansion Plans or the Expansion Project Costs and Expansion Rent, Tenant and Landlord shall use their best efforts to amend the Expansion Plans or otherwise address Tenant’s concerns in a manner satisfactory to each. In the event the parties are unable, despite their best efforts, to agree upon the Expansion Plans or Expansion Project Costs and Expansion Rent within thirty (30) days of Tenant’s approval with reservations, Tenant may revoke its Expansion Notice and the parties are relieved of further obligations with respect to the Expansion Space. In the event Tenant approves the Expansion Plans and Expansion Project Costs and Expansion Rent, Landlord shall cause the Expansion Space to be distributed Substantially Completed in accordance with the Project Schedule to such holders of record in substitution be mutually agreed to by Landlord and replacement Tenant. The lease term for the Right Certificates held by such holders prior to Expansion Space shall commence on the date of adjustmentupon which the Expansion Space is substantially complete, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in for a minimum of ten (10) years (the names “Expansion Space Lease Term”). If the remaining lease term of the holders original Building is less than ten (10) years at the time the Expansion Space is delivered, then the lease term of record the Building shall be extended to be coterminous with the Expansion Space Lease Term (the “New Lease Term”). The Options to Renew set forth in Article 17 above shall be re-set to commence upon termination of Right Certificates on the record date specified in the public announcementNew Lease Term.

Right. Each If, during the term of this Lease (including any renewals and extensions), Lessor receives a bona fide offer to purchase all or any portion of ---------- Lessor's fee simple interest in the Leased Premises or, if Lessor is a joint venture, partnership, or corporation, if an owner of an interest in Lessor receives a bona fide offer to purchase all or a portion of such interest in ---------- Lessor (the person or entity receiving such offer being hereinafter referred to as "Offeree") which offer Offeree intends to accept, Offeree shall not sell all or any portion of the Rights outstanding after Leased Premises or the interest in Lessor without first offering same to Lessee on the terms and conditions herein set forth. Prior to accepting such adjustment offer, Offeree shall deliver to Lessee a written summary thereof, which summary shall set forth the principal terms and conditions of the number proposed sale and the name of Rights the proposed purchaser, together with a true and correct copy of the offer to purchase, which offer must be a legally binding contract of sale executed by a purchaser who is ready, willing and able to perform. Lessee shall have thirty (30) days after actual receipt by Lessee of such written notice within which to give Offeree written notice that Lessee desires to exercise its right to purchase the interest in the Leased Premises or in Lessor on the same terms and conditions as set forth in such offer to purchase or to refuse such right. If Lessee gives notice of its exercise of the right to purchase, the parties shall be exercisable deemed to have entered into a binding contract for the number purchase and sale of shares such interest in the Leased Premises or in Lessor on the terms and conditions contained in the offer. In the event Lessee fails to give any notice to Offeree within such thirty (30) day period, Lessee shall be conclusively deemed to have waived its right to purchase such interest in the Leased Premises or in Lessor with respect to the offer to purchase described in Offeree's original offer. However, if Offeree does not sell such interest in the Leased Premises or in Lessor to the person or entity named in such notice within ninety (90) days after the delivery of Preferred Stock for which a Right was exercisable immediately prior such notice to Lessee, then no sale of all or any portion of the Leased Premises or interest in Lessor may be made to such adjustment. Each Right held person or entity or to any other person or entity unless Lessee again complies with the provisions of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement17.1.

Right. (a) Each Selling Unitholder hereby grants to Parent during the term of this Agreement an irrevocable right (the Rights outstanding after such adjustment "Right") to purchase all (but not less than all) Partnership Units owned beneficially by each Selling Unitholder (the "Owned Units") for the Merger Consideration Amount (as hereinafter defined) for each of its Owned Units as set forth on Annex A. The "Merger Consideration Amount" per Partnership Unit shall be equal to the greater of (i) 0.2 Parent Shares or (ii) the number of Rights Parent Shares to be issued in exchange for each Partnership Unit in connection with the consummation of the Transaction as provided in the Transaction Agreement, subject to anti-dilution adjustments provided in the Transaction Agreement. (b) Parent may exercise the Right, in whole and not in part, at any time after the date hereof and prior to the termination of this Agreement pursuant to Section 10. The Right may only be exercised substantially contemporaneously with the consummation of the Transaction and shall be exercisable for effected in a manner such that the number issuance of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of Parent Shares as contemplated by Section 1(a) would be included in the number of Rights shall become registration statement associated with the Transaction so that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price upon receipt by the Purchase Price in effect immediately after Selling Unitholder the adjustment of Parent Shares will be freely tradable. (c) If Parent desires to exercise the Purchase Price. The Company Right, it shall make a public announcement and shall give simultaneous do so by giving each Selling Unitholder written notice to such effect, specifying the Rights Agent of its election to adjust place and the number of Rights, indicating the record closing date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any not earlier than one business day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days nor later than ten (10) business days from the date of such notice. At any closing under the public announcement. If Right Certificates have been issuedRight, upon Parent shall issue to each adjustment Selling Unitholder the Parent Shares (which shall be in uncertificated book-entry form) to be issued to Selling Unitholder, registered in the name of Selling Unitholder or its designee, and each Selling Unitholder shall deliver to Parent (or to Parent's affiliated designee) its Owned Units (which shall be in uncertificated book-entry form), endorsed in the name of Parent or its designee. (d) Each Selling Unitholder agrees that following the exercise of the number Right, during the period from the date of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option exercise of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustmentwhich is 90 days thereafter, it shall not, and upon surrender thereofit shall cause its affiliates not to, if required by directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Parent Shares or any options or warrants to purchase Parent Shares, whether now owned or thereinafter acquired, without the Companyprior written permission of Parent, new Right Certificates evidencing all except that Alpine Capital, L.P. may continue to pledge the Rights Parent Shares under existing margin account agreements governing the Partnership Units (the "Alpine Pledge") and the lenders a party thereto may exercise their rights thereunder. (e) If, prior to exercising the Right, Parent (i) declares a stock dividend or other distribution payable in Parent Shares or securities convertible or exchangeable into Parent Shares or (ii) effects a stock split (including a reverse stock split), reclassification, combination or other similar change with respect to Parent Shares or any other transaction for which such holders anti-dilution adjustments are typically made, then the Merger Consideration Amount shall be entitled after such adjustment. Right Certificates so to be distributed shall be issuedequitably adjusted, executed and countersigned in the manner provided for herein (and may bear, at the option reasonable judgment of the Companyboard of directors of Parent, to eliminate the adjusted Purchase Price) and shall be registered in the names dilutive effects of the holders of record of Right Certificates on the record date specified in the public announcementthat stock dividend, distribution, stock split, reclassification, combination or other change.

Right. Each The Bank shall promptly notify the Company in writing (the "Notice") in the event that a Borrower is ninety (90) days past due with respect to his or her interest payments under a Loan. The Bank shall also promptly notify the Company in writing (a "Collateral Insufficiency Notice") in the event that a Borrower fails to pledge additional Collateral when required to do so as a result of a decrease in the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of shares of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase PriceFair Market Value per Share. The Company shall have the option to purchase and require the Bank to sell (the "Call Right") a Borrower's Loan in whole or in part from the Bank upon any of the following events: (i) receipt of a Notice with respect to such Borrower; (ii) failure of a Borrower to make a public announcement and shall give simultaneous written notice the required reduction in his or her Outstanding Amount or to the Rights Agent provide required additional Collateral within sixty (60) days of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of a Collateral Insufficiency Notice; (iii) the public announcementfiling by such Borrower of a voluntary petition under Title 11; (iv) the commencement of a case against such Borrower under Title 11; (v) death, Permanent Disability (as defined in the Stockholders Agreement), termination of employment for any reason or substantial reduction in the corporate responsibilities of such Borrower; or (vi) delivery of written notice with respect thereto to the Bank by the Company (in the case of each of (i) - (vi), a "Callable Loan"). If Right Certificates have been issued, upon each adjustment At the closing of the number of Rights pursuant to this Section 11(i)a Call Right, the Company shall, as promptly as practicable, cause shall purchase such Borrower's Loan from the Bank for an amount equal to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, (i) the additional Rights to which such holders shall be entitled as a result Outstanding Amount of such adjustmentCallable Loan, orplus (ii) interest accrued, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to through the date of adjustmentpurchase, and upon surrender thereofon such Callable Loan not to exceed one year's interest; PROVIDED, HOWEVER, that if required by the Company, new Right Certificates evidencing all principal amount of such Callable Loan exceeds the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the CompanyBorrower's Ceiling Amount, the adjusted Purchase PriceCompany shall purchase the Callable Loan from the Bank for an amount equal to (i) and shall be registered in the names Ceiling Amount, plus (ii) interest accrued, through the date of the holders of record of Right Certificates purchase, on the record date specified in the public announcementCeiling Amount not to exceed one year's interest.