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I , <br />DocuSign Envelope ID: 5C622784- 3DD9- 4F2B- 8D53- D3D3E1 D35BD4 <br />■ Exhibit D: RIGHT TO PURCHASE IN LIEU OF OPTION <br />III���bI4VIVVhnl IIIIIWII�hI 135 45/68 <br />Whenever any party under the Ground Lease will have a right to purchase as to certain property, <br />the following procedures will apply. If the owner of the property offering it for sale ( "Offering <br />Party ") will within the term of the Ground Lease receive a bona fide, third -party offer to <br />purchase the property that the Offering Party is willing to accept, the holder of the right of first <br />refusal (the "Holder ") will have the following rights: <br />a. Offering Party will give written notice of the offer ( "the Notice of Offer ") to Holder setting <br />forth (a) the name and address of the prospective purchaser of the property, (b) the purchase <br />price offered by the prospective purchaser and (c) all other terms and conditions of the sale. <br />Holder will have a period of forty -five (45) days after the receipt of the Notice of Offer ( "the <br />Election Period ") within which to exercise the right of first refusal by giving notice of intent to <br />purchase the property ( "the Notice of Intent to Purchase ") for the same price and on the same <br />terms and conditions set forth in the Notice of Offer. The Notice of Intent to Purchase will be <br />given in writing to the Offering Party within the Election Period. <br />b. If Holder exercises the right to purchase the property, the purchase will be completed within <br />sixty (60) days after the Notice of Intent to Purchase is given by Holder (or if the Notice of Offer <br />will specify a later date for closing, the date) by performance of the terms and conditions of the <br />Notice of Offer, including payment of the purchase price provided therein. <br />c. Should Holder fail to exercise the right of first refusal within the Election Period, then the <br />Offering Party will have the right (subject to any other applicable restrictions in the Ground <br />Lease) to go forward with the sale which the Offering Party desires to accept, and to sell the <br />property within one (1) year following the expiration of the Election Period on terms and <br />conditions which are not materially more favorable to the purchaser than those set forth in the <br />Notice. If the sale is not consummated within the one -year period, the Offering Party's right so <br />to sell will end and all the foregoing provisions of this section will be applied again to any future <br />offer, all as aforesaid. If a sale is consummated within the one -year period, the purchaser will <br />purchase subject to a renewed right to purchase in said property. <br />