ASSETS FOR A LIMITED PERIOD OF TIME;
(II)
HAS A POLICY OR PURPOSE OF REINVESTING
SALE, FINANCING OR REFINANCING PROCEEDS OR CASH FROM OPERATIONS;
(III)
HAS ITS OWN DIRECTORS, MANAGERS OR MANAGING
GENERAL PARTNERS, AS APPLICABLE; AND
(IV)
EITHER: (A) HAS ITS OWN OFFICERS AND EMPLOYEES
THAT, ON A DAILY BASIS, ACTIVELY OPERATE THE ENTITY AND ITS SUBSIDIARIES AND
BUSINESSES; OR (B) HAS RETAINED THE SERVICES OF AN AFFILIATE OR SPONSOR OF, OR
ADVISOR TO, THE ENTITY TO, ON A DAILY BASIS, ACTIVELY OPERATE THE ENTITY AND ITS
SUBSIDIARIES AND BUSINESSES.
(I)
"SINGLE USER PROPERTY" MEANS REAL ESTATE
IMPROVED FOR USE AS A SINGLE TENANT OR COMMERCIAL PROPERTY.
(J)
"SUBJECT PROPERTY" MEANS ANY COMMERCIAL
REAL ESTATE LOCATED IN THE MARKET AREA BUT EXCLUDING COVERED PROPERTIES.
3.
RIGHT OF REFUSAL.
FOR AND DURING THE
TERM OF THIS AGREEMENT, AND UNTIL THE OCCURRENCE OF A RIGHT OF FIRST REFUSAL
TERMINATION EVENT (AS DEFINED BELOW) WITH RESPECT TO THE SUBJECT REAL ESTATE
ASSET, ACQUISITIONS HEREBY GRANTS TO THE COMPANY: (I) AN EXCLUSIVE RIGHT OF
FIRST REFUSAL TO ACQUIRE EACH AND EVERY SUBJECT PROPERTY OR REAL ESTATE
OPERATING COMPANY IDENTIFIED BY ACQUISITIONS; AND (II) SUBJECT TO THE EXERCISE
OF ANY PRIOR RIGHTS VESTED IN THIRD PARTIES AND PREVIOUSLY GRANTED BY
ACQUISITIONS, A RIGHT OF FIRST REFUSAL TO ACQUIRE EACH AND EVERY COVERED
PROPERTY.
4.
DURING THE PENDENCY OF A RIGHT OF FIRST
REFUSAL GRANTED UNDER SECTION 3 ABOVE, ACQUISITIONS COVENANTS AND AGREES THAT IT
SHALL NOT (A) PRESENT OR OFFER FOR SALE THE SUBJECT REAL
2
ESTATE ASSET TO, (B) FORWARD ANY INFORMATION REGARDING THE SUBJECT REAL ESTATE
ASSET TO, OR (C) PURSUE THE ACQUISITION OF THE SUBJECT REAL ESTATE ASSET ON
BEHALF OR FOR THE BENEFIT OF ANY OTHER PERSON, ENTITY OR CLIENT EXCEPT THE
COMPANY.
5.
UPON IDENTIFYING A REAL ESTATE ASSET
SUBJECT TO THE PROVISIONS OF SECTION 3 ABOVE, ACQUISITIONS SHALL DELIVER WRITTEN
NOTICE TO THE COMPANY (IN FORM AND SUBSTANCE ATTACHED HERETO AS EXHIBIT A, EACH
AN "ACQUISITION NOTICE") THAT ACQUISITIONS HAS IDENTIFIED, OR ENTERED INTO A
LETTER OF INTENT OR ACQUISITION AGREEMENT WITH RESPECT TO, THE APPLICABLE REAL
ESTATE ASSET.
THE COMPANY SHALL HAVE TEN (10) BUSINESS DAYS AFTER THE DATE OF
ITS RECEIPT OF AN ACQUISITION NOTICE (THE "NOTICE PERIOD") TO INFORM
ACQUISITIONS IN WRITING (A "COMPANY NOTICE") WHETHER THE COMPANY DESIRES TO
ACQUIRE THE SUBJECT REAL ESTATE ASSET.
UPON THE OCCURRENCE OF A RIGHT OF FIRST
REFUSAL TERMINATION EVENT WITH RESPECT TO THE SUBJECT REAL ESTATE ASSET, THE
COMPANY SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL RIGHTS TO ACQUIRE THE SUBJECT
REAL ESTATE ASSET, INCLUDING ANY CORPORATE OPPORTUNITY WITH RESPECT THERETO.
IF
THE COMPANY DELIVERS A COMPANY NOTICE ELECTING TO PURSUE THE ACQUISITION, BUT
THEREAFTER THE COMPANY DETERMINES NOT TO PURSUE THE ACQUISITION, THEN THE
COMPANY SHALL DELIVER TO ACQUISITIONS WRITTEN NOTICE OF TERMINATION (EACH, A
"PROPERTY TERMINATION NOTICE").
THE COMPANY SHALL, UPON REQUEST, PROVIDE
ACQUISITIONS WITH EVIDENCE SETTING FORTH THE AUTHORITY OF THE DESIGNATED
OFFICERS OF THE COMPANY TO CAUSE THE COMPANY TO