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<br />notice (herein referred to as the "Transfer Notice") to Tenant. The Transfer Notice shall contain a <br /> <br />copy o{the Offer (excluding. at undlord's option, the name of the Transferee), and sn3JJ state the <br />desire of Landlord to sell the Premises On such tenns and conditions set forth in the Offer. Provided <br />Tenant is not in default under this Lease and Tenant exercises its right as provided herein, Tenant <br />shall have the right to purchase the Premises at the price and upon the terms and conditions specified <br />in the Offer. <br /> <br />If Tenant desires to exercise its right of first refusal set forth herein, it shall give written <br />notice (the "Counter Notice") to that effecllO Landlord within fifteen (15) calendar days after receipt <br />of the Transfer Notice. Such Counter Notice shall be accompanied by a cashier's check in the <br />amount of the down payment set forth in the Offer (but not, in any event, in excess of 10% of the <br />purchase price) made payable to the title company or other escrowee set forth in the Offer (the "Title <br />Company"), together WIth a letter acknowledging Tenant's agreement to be bound by the terms and <br />conditions of the Offer. Such Counter Notice shall set forth a date not later than sixry (60) days from <br />the receipt of the Transfer Notice on which the closing shall be held at the office of the Title <br />Company or such other closing agent designated by Landlord. The Tenant's failure to deliver a <br />timely Counter Notice (or nc,:iCC of its jefusal to purchase) shall be deemt:d a waiver of its right to <br />purchase the Premises pursuant to the Offer, but shall not be deemed a waiver of its option to <br />purchase the Premises pursuant to any modification to the Offer or any future offers. In the event <br />Tenant fails to timely deliver a Counrer Notice, Tenant shall. upon request of Landlord, execute and <br />deliver to Landlord such documents as Landlord shall require in order to confirm Tenant's waiver <br />of its right to purchase the Premises pursuant to the Offer, but any purchaser of the Premises shall <br />take title subject to the rights of the Tenant pursuant to this Lease, including the right of first refusal <br />set forth herein. Notwithstanding anything contained herein to the contrary, Tenant's rights pursuant <br />10 this paragraph shaJJ terminate upon the termination of this Lease for any reason whatsoever. <br /> <br />MIA9510/171248I <br /> <br />3 I <br /> <br />"--,- <br /> <br />S. R R'o. <br />. B ~ <br />