31.       Right of First Refusal.


                        a.         Offer to Sell.  If during the Initial Term or any Extended Term Landlord receives a bona fide offer from an unaffiliated party to purchase property that includes Landlord’s interest in all or part of the Premises (the subject of such offer being referred to as the “Property”) and that Landlord desires to accept, Landlord shall first notify Tenant of its intention to accept such offer and in such notice shall state Landlord’s offer to sell the Property to Tenant on the same terms and conditions as are set forth in the third party offer.  For purposes of the preceding sentence, an offer that does not require the purchaser to deposit, either with Landlord or with an escrow agent, earnest money equal to at least five percent (5%) of the purchase price shall not be deemed a bona fide offer.  Landlord’s notice to Tenant shall provide all details, including the identity of the proposed purchaser.  All consideration for the purchase of the Property must be stated in United States Dollars or be susceptible to conversion to United States Dollars pursuant to subparagraph 31.d.


                        b.         Election to Purchase.  Upon receipt of Landlord’s notice, Tenant shall have forty-five (45) days within which to elect to purchase the Property on the terms set forth in Landlord’s notice and, if the third party offer was accompanied by a deposit of earnest money with Landlord or a broker or escrow agent, to deposit an equal amount of earnest money with Landlord; provided, that if it is necessary to determine the value of any property pursuant to subparagraph 31.d, such forty-five (45)-day period shall not begin to run until such value has been determined.  If Tenant notifies Landlord of its election to purchase the Property within such forty-five (45)-day period and deposits any required earnest money, then Landlord and Tenant shall schedule a closing within the closing period specified in the third party offer, or within a period of forty-five (45) days after Tenant’s notice of election to purchase the Property, whichever period ends on the later date.  If, after notifying Landlord of its election to purchase the Property, Tenant fails to close such purchase in accordance with the provisions of this paragraph 31 for any reason other than a default by Landlord or the failure to occur of a contingency provided for in the third-party offer, then (i) Landlord may exercise against Tenant any remedy provided for in the third-party offer, and (ii) Tenant shall have no further rights under this paragraph 31 with respect to the same or any subsequent offer to purchase.


                        c.         Purchase Money Obligation.  Notwithstanding any other provision of this paragraph 31, if the third-party offer provides for payment of any part of the purchase price in the form of a purchase money note, then, whether or not the third-party offer so provides, any purchase money note delivered by Tenant in connection with Tenant’s purchase of the Property must either be (i) secured by a first priority deed of trust on the Property, reasonably satisfactory in form and substance to Landlord and accompanied by such other security documents as are customarily required by commercial real estate lenders, or (ii) made or co-made by persons reasonably satisfactory to Landlord whose liquid net worth is adequate under reasonable commercial standards to assure payment of such purchase money note in accordance with its terms.


                        d.         Conversion of Non-Cash Offer.  If the third-party offer provides that all or part of the consideration to Landlord is to consist of real or personal property that cannot readily be acquired by Tenant, then Tenant may substitute for such property cash in the amount determined in accordance with the following procedures:


                                    (1)       Landlord and Tenant shall attempt to agree on the value, provided that if Tenant notifies Landlord that Tenant elects not to exercise Tenant’s rights under this paragraph 31 with respect to the proposed transfer, then the parties need not attempt to agree on such value and all proceedings under this subparagraph 31.d shall terminate.


                                    (2)       If either party concludes that agreement as to the value is impossible, that party shall notify the other party of that conclusion (a “Notice to Appraise”), and the value shall be determined by appraisal in accordance with the following provisions:

                                                (A)      Within ten days after the Notice to Appraise is given, each party shall appoint a “Qualified Appraiser” (as defined below) and shall notify the other party of the name, address and qualifications of the appraiser so appointed; failure of a party to appoint, or to notify the other party of the appointment, of an appraiser within such ten-day period shall constitute such party’s irrevocable election to be bound by the opinion as to value expressed by the appraiser appointed by the other party.  Each appraiser so appointed shall, within thirty (30) days after his appointment, report in writing his opinion as to the fair market value of the property in question as of the relevant date.  Each party shall forthwith deliver to the other a complete copy of the report prepared by such party’s appraiser.


                                                (B)       If the difference between the two opinions does not exceed five percent (5%) of the lower of the two values, then the fair market value shall be deemed to be the average of the two values.  Otherwise, the two appraisers shall confer and shall appoint a third Qualified Appraiser (the “Review Appraiser”); if they are unable to agree on a Review Appraiser, either party may apply to the chief judge of the state trial court of general jurisdiction, in the county or similar judicial district in which the property to be valued is located, for appointment of the Review Appraiser.


                                                (C)       Once appointed, the Review Appraiser shall not conduct an independent appraisal or express an independent opinion as to value, but shall instead review the reports and conclusions of the two original appraisers and determine which of the two more closely reflects the true fair market value of the property in question.  The Review Appraiser shall report his decision in writing as promptly as is reasonably possible, and the opinion as to value expressed by the original appraisal report favored by the Review Appraiser shall be conclusive and not subject to challenge by either party.


                                    (3)       “Qualified Appraiser” means a person who at the time of his appointment has been engaged full-time for at least ten years as an independent professional in the business of valuing property of the type to be valued pursuant to this subparagraph 31.d, and who is a full member of a nationally-recognized organization of appraisers of such property.  If the property to be valued is real estate, an appraiser shall not be considered a Qualified Appraiser unless he is a Member in good standing of the Appraisal Institute.  In no event shall a person who is related by blood, marriage or regular employment to either party, or to a principal of either party, be considered a Qualified Appraiser.


                                    (4)       Each party shall pay the fees and expenses of the appraiser, if any, appointed by such party and one-half of the fees and expenses of the Review Appraiser, if any, provided that Tenant shall not be obligated to pay more than $5,000, adjusted for inflation, pursuant to this provision, and Landlord shall pay any such fees and expenses that Tenant is not obligated to pay.  Adjusting for inflation shall consist of multiplying the $5,000 figure by one plus the percentage change in the most inclusive variant of the U.S. Consumer Price Index as last published before July 1993 and as last published before the date of such adjustment.


                        e.         Closing.  At the closing provided for in subparagraph 31.b, Landlord shall convey the Property to Tenant in the manner required, and subject to any exceptions or encumbrances permitted, by the terms of the third-party offer, and the parties shall execute and deliver such other documents and take such other actions as would be required if Landlord were selling the Property to the third-party offeror rather than to Tenant.  If and to the extent required by the terms of the third-party offer, Landlord shall provide owner’s title insurance coverage to Tenant and Tenant shall provide mortgagee’s title insurance coverage to Landlord.


                        f.          Modification or Termination of Lease.  If Tenant elects to purchase the Property and if the Property includes the entire Premises, Tenant shall pay at closing all rent and other charge accrued hereunder to the date of the closing and this Lease shall thereupon terminate; provided, that upon releasing Landlord from all liability under the Lease, Tenant may elect to keep the Lease in effect rather than terminating it.  If Tenant elects to purchase the Property and if the Property includes only a portion of the Premises, this Lease shall be modified to exclude from the Premises that part thereof included within the Property and to reduce the rent provided for in paragraph 3 in proportion to the number of parking spaces so excluded from the Premises.


                        g.         Non-Exercise of Option.  If Tenant fails to notify Landlord of its election to purchase the Property within the period specified in subparagraph 31.b, or fails within that period to deposit any required earnest money, or notifies Landlord that Tenant does not intend to exercise Tenant’s rights under this paragraph 31 with respect to the proposed transfer, then (i) Tenant shall, within ten (10) days after request by Landlord, execute and deliver a certificate confirming that Tenant has elected not to purchase the Property, and (ii) Landlord may consummate the closing under the third-party offer within the time provided for in the offer or within three (3) months thereafter (each of which time periods shall be extended by a period equal to the number of days consumed by proceedings, if any, to value property pursuant to subparagraph 31.d), on terms not materially less favorable to Landlord than those set forth in such offer; without further defining the concept of materiality, a change in terms that reduces the net proceeds of sale to Landlord by more than two percent (2%) shall be deemed material.  If the closing under the third-party offer has not occurred within the time specified in the preceding sentence, or if the terms of the third-party offer are changed in a way that is materially unfavorable to Landlord, then Landlord shall not sell the Property to the third-party offeror without first reoffering it to Tenant in accordance with the provisions of subparagraph 31.a.  Tenant’s rights under this paragraph 31 shall expire and be of no further effect following Landlord’s transfer of the Property to a third party pursuant to this subparagraph 31.g, except that Landlord shall, if so requested by Tenant, provide Tenant either with copies of the closing documents pertaining to such transfer or with an opinion of counsel to the effect that such transfer was permissible under this subparagraph 31.g.


                        h.         Exclusion of Certain Transactions.  Notwithstanding any other provision of this Lease, Tenant shall have no right of first refusal with respect to, and Landlord shall not be required to give any notice under subparagraph 31.a in connection with, (i) any merger, consolidation or other corporate reorganization affecting Landlord, (ii) any transaction that involves or includes a transfer of the Medical Center Campus, (iii) any transfer by Landlord to an affiliate, or (iv) any foreclosure or transfer in lieu of foreclosure of any mortgage permitted by paragraph 28.  No such transaction, however, shall impair Tenant’s rights under this paragraph 31 with respect to a subsequent sale of the type contemplated by subparagraph 31.a, and such rights shall be binding on the transferee with the same effect as if such transferee were the landlord named in this Lease.