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and reasonable fees of Lessee's attorney. It is the intent of the parties, that the Lessor's exercise of its right to purchase under this Section 23 shall be at no cost or expense to Lessee; and (v) Lessor shall provide Lessee with evidence satisfactory to Lessee that the transfer of the Project and Lessor's assumption of Lessee's obligations shall not (i) constitute a default by Lessee under any contract, indenture, mortgage, deed of trust or other agreement to which Lessee is a party or by which it is bound, or (ii) adversely affect the tax benefits taken by Lessee, its partners or limited partners, if any. The evidence referred to in this subsection (v) may include an opinion of nationally recognized bond counsel or tax counsel at Lessee's reasonable discretion; and (vi) Lessor shall have paid the sum of one dollar ($1.00) as a purchase price for all Lessee's right, title and interest in this Ground Lease and the Project. The parties understand and agree that the purchase price has been set at a nominal amount in consideration of Lessor's financial assistance to Lessee and the Project, and to enable Lessor to continue the use and operation of the Project in accordance with Section 5. (b) If Lessor wishes to sell or transfer its interest in the Land and this Lease, Lessor shall first give 45 days' written notice to Lessee so that Lessee may have the first right to purchase the Land. The notice shall contain the Purchase price and a complete description of the terms on which Lessor wishes to sell or transfer the Land. Within 45 days of receipt of the notice given by Lessor, Lessee shall in writing either accept the offer to purchase the Land on the terms provided in the notice or reject the offer. Failure to accept the offer in writing within the 45 -day period shall be deemed a rejection. If the terms of the sale or transfer change or if Lessor desires to sell or transfer the Land after expiration of a 90 -day period C:GDLEASE.EHI -38-