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binding agreement to sell all of its right, title and interest in and to the Leasehold Property to a <br /> private, for-profit entity or organization or to an individual or individuals, which agreement provides <br /> that the sale of the Leasehold Property will be consummated during the term of this Lease Agreement <br /> (a"Sale Agreement"), and(b)the Improvements are Substantially Complete. The terms of Lessee's <br /> contingent right of first refusal and the procedures that Lessee must follow to exercise such right of <br /> first refusal are provided below: <br /> (01) Lessor shall notify Lessee in writing within ten (10) business days of the date on <br /> which Lessor executes a Sale Agreement, and shall notify Lessee of all of the pertinent <br /> provisions of the Sale Agreement. Lessee shall have ten (10) business days from the date of <br /> delivery of Lessor's notice, which shall be in the manner provided at Section 14.11 hereof, <br /> in which to exercise its contingent right of first refusal (the"Refusal Period"). <br /> (02) Lessee may exercise its right of first refusal only by delivering to Lessor a non- <br /> contingent written offer, signed by Lessee, to purchase the Leasehold Property on the same <br /> terms as provided in the Sale Agreement ("Lessee's Offer"). If Lessee does not deliver <br /> Lessee's Offer within the Refusal Period for any Sale Agreement, Lessee's right of first <br /> refusal with respect to that Sale Agreement shall expire automatically at midnight of the last <br /> day of the Refusal Period, and Lessor shall thereafter have the unrestricted right to sell the <br /> Leasehold Property pursuant to the Sale Agreement. <br /> (03) Lessor and Lessee agree that Lessee shall have no right of first refusal in connection <br /> with any offer or agreement regarding (a) any transfer, pledge, assignment, conveyance or <br /> sale of a part, but not all, of Lessor's right, title or interest in and to the Leasehold Property; <br /> or(b)any transfer, pledge, assignment, conveyance or sale of any part or all of Lessor's right, <br /> title or interest in and to the Leasehold Property to a public body or state or federal political <br /> subdivision or agency, or any public or private nonprofit organization or entity; or (c) any <br /> such transfer, pledge, assignment, conveyance or sale of any kind pursuant to an agreement <br /> providing that the consummation of the transaction will occur after the expiration of the term <br /> of this Lease Agreement. <br /> (04) Lessee's contingent right of first refusal hereunder shall expire and terminate <br /> automatically upon the first to occur of (a) the expiration of the term of this Lease <br /> Agreement, whether pursuant to its terms or as a result of Lessor's exercise of its rights <br /> pursuant to Article 12 hereof; or(b)consummation of Lessor's sale of the Leasehold Property <br /> pursuant to a Sale Agreement or pursuant to an agreement that is other than a Sale <br /> Agreement, or(c)the occurrence of an Event of Default. Upon such expiration of Lessee's <br /> right of first refusal, Lessee shall have no further rights whatever to purchase the Leasehold <br /> Property. <br /> 11.3) Assignment by Lessee - Lessee shall not sell, assign, sublease, mortgage, pledge or <br /> hypothecate, or otherwise transfer all or any part of its interest in this Lease Agreement or the <br /> Improvements, including without limitation its Right of First Refusal described in Section 11,2 hereof, <br /> without the express written consent of Lessor. For the purpose hereof, any change in the control of <br /> Lessee shall be deemed to be an assignment which shall require Lessor's consent. No such <br /> BURNIS 566679.5 15 of 23 <br />