Resolutions-2022-095

Site Name: TIFFIN DT Site Number: 760400 from an unrelated third party to purchase, directly or indirectly, all or any part of s Interest that Landlord desires to accept (" Offer"). If the Offer is part of Landlord' a larger transaction, including, without limitation, involving s Landlord' Parcel, equity of Landlord or a larger package of assets which includes the Landlord' s Interest, Landlord shall make a good faith estimate of theportion of such larger offer price attributable to the Landlord' s Interest and provide that price to Tenant. Prior to accepting such Offer, Landlord shall give Tenant a copy of the Offer and other relevant documents, including the price and the terms and conditions upon which Landlord proposes to transfer Landlord' s Interest ( collectively, the -" Right of First Refusal Notice"). Tenant shall have sixty ( 60) days from the receipt° of- such notice to agree to purchase Landlord' s Interest for the price and upon t ote and conditions specified in the Offer (" Tenant Approval Period"). If Tenant elects to so purchase Landlord' s Interest, Tenants call gte VI Landlord written notice thereof within said Tenant Approval Periot ` gAcetance Notice"). If Tenant delivers an Acceptance Notice as provided here en Landlord and Tenant shall enter into a mutually acceptable pufa and sale agreement pertaining to such Landlord' s Interest ( the `-` Purcha a Sale Agreement"), reflecting the terms of the Offer, as welltt other customary covenants, representations and warranties contained i purchasend sale agreements for similar acquisitions in the metropolitan area eh the in whi` Premises is located. The parties agree to act reasonably and cooperative) unegotiating, executing and delivering the Purchase and Sale Agreements- as otherwise specified in the Offer, at the t_ closing for the sale of all orarj part'=f the Premises, Landlord shall deliver to Tenant a special warranty de' ( o_ focal equivalent), sufficient to convey to Tenant fee simple title. In the_ ase - ari signment of the Lease or the grant of an easement, Landlord shfll instead deliver to Tenant a customary assignment of the Lease or a customarf easement! j If Tenant does= not e ercis the Right of First Refusal during the Tenant Approval Period, then Larrdk rd may proceed to transfer Landlord' s Interest upon the same terms and condrafonsset forth in the Offer; provided such transfer occurs within threeef onths following the end of the Tenant Approval Period, the transfer is mad& in ac rdance with all the other terms and conditions of this Lease, and such purchaser assumes the obligations of Landlord under this Lease including, without orObis - Right of First Refusal which shall be an ongoing Right of First e ar- during the lease term. If Landlord has not transferred Landlord' s Interest within such three ( 3) month period, or in the event any terms or conditions of the proposed deal change from the terms and conditions provided in the initial Right of First Refusal Notice, then Landlord shall not thereafter transfer Landlord' s Interest to an unrelated third party without first renewing the Right of First Refusal Notice to Tenant in the manner provided above. Tenant' s failure to exercise its Right of First Refusal its express waiver of its Right of First Refusal in any instance shall not be or deemed a waiver of Tenant' s Right of First Refusal for subsequent instances when Landlord proposes to transfer Landlord' s Interest to an unrelated third party during the lease term. Notwithstanding the foregoing, Landlord' s right to sell all or any Page 2 of 4