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DocuSign Envelope ID:66F168C2-3C54-4274-9428-4F16B3F1802A <br /> ■ Exhibit D: RIGHT TO PURCHASE IN LIEU OF OPTION <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 />