SECTION 27.5 BELOW.
TENANT SHALL PAY, BY
WIRE TRANSFER, THE DEPOSIT REQUIRED UNDER SUCH PURCHASE AND SALE AGREEMENT,
WHICH SHALL BE HELD BY A NATIONAL TITLE COMPANY DESIGNATED BY LANDLORD.
TENANT
AGREES THAT SUCH PURCHASE AND SALE AGREEMENT MAY PROVIDE FOR, AMONG OTHER
THINGS, AN "AS IS" TRANSACTION AND FOR AN ALL-CASH WITH NO FINANCING CONTINGENCY
TRANSACTION.
IF, HOWEVER, TENANT FAILS OR DECLINES TO EXERCISE TENANT'S ROFO IN
ACCORDANCE WITH SECTION 27.2 ABOVE, TENANT'S ROFO WITH RESPECT TO THE PREMISES
SHALL AUTOMATICALLY TERMINATE, AND LANDLORD SHALL HAVE THE RIGHT FOR A PERIOD OF
EIGHTEEN (18) MONTHS FROM AND AFTER THE EXPIRATION OF SUCH THIRTY (30) DAY
PERIOD IN WHICH TO CONSUMMATE THE SALE OF THE PREMISES TO A THIRD PARTY AS LONG
AS THE PURCHASE PRICE OF SUCH SALE IS NOT LESS THAN NINETY-FIVE PERCENT (95%) OF
THAT SPECIFIED IN LANDLORD'S ROFO NOTICE.
IF LANDLORD HAS NOT CONSUMMATED THE
SALE OF THE PREMISES WITHIN SUCH EIGHTEEN (18) MONTH PERIOD, AND LANDLORD STILL
DESIRES TO SELL THE PREMISES, LANDLORD MUST RESUBMIT THE SAME LANDLORD'S ROFO
NOTICE OR A REVISED LANDLORD'S ROFO NOTICE (IN LANDLORD'S DISCRETION) WITH
RESPECT TO THE PREMISES TO TENANT FOR WHICH TENANT SHALL HAVE ANOTHER
OPPORTUNITY TO PURCHASE THE PREMISES ONLY ON SUCH TERMS BY EXERCISING TENANT'S
ROFO WITHIN THIRTY (30) DAYS OF ITS RECEIPT OF SUCH LANDLORD'S ROFO NOTICE,
FAILING OF WHICH TENANT'S ROFO SHALL BE DEEMED TERMINATED AND OF NO FURTHER
FORCE AND EFFECT.
IF LANDLORD DESIRES TO SELL THE PREMISES TO A THIRD-PARTY FOR
A PROPOSED PURCHASE PRICE THAT IS LESS THAN NINETY-FIVE PERCENT (95%) OF THAT
SPECIFIED IN LANDLORD'S ROFO NOTICE, TENANT'S ROFR GRANTED TO ARTICLE XXVIII
SHALL APPLY TO SUCH THIRD-PARTY SALE, BUT TENANT WILL HAVE THIRTY (30) DAYS TO
RESPOND TO LANDLORD'S ROFR NOTICE.
EXCEPT IN SUCH ONE INSTANCE, TENANT'S ROFR
SHALL ONLY APPLY TO UNSOLICITED BONA FIDE THIRD-PARTY PURCHASE OFFERS THAT
LANDLORD DESIRES TO ACCEPT IN ACCORDANCE WITH ARTICLE XXVIII BELOW.
27.4
TERMINATION OF TENANT'S ROFO UPON SALE TO A THIRD PARTY.
SUBJECT
TO THE PROVISIONS OF SECTION 27.3 ABOVE, IF THE PREMISES SHALL BE SOLD BY
LANDLORD TO A THIRD PARTY AFTER TENANT HAS FAILED OR DECLINED TO EXERCISE
TENANT'S ROFO IN RESPONSE TO LANDLORD'S ROFO NOTICE WITH RESPECT TO SUCH SALE,
THE THIRD-PARTY PURCHASER SHALL TAKE THE PREMISES UNENCUMBERED BY TENANT'S ROFO
AND TENANT'S ROFR, AND TENANT'S ROFO AND TENANT'S ROFR SHALL TERMINATE IN ALL
RESPECTS.
27.5
CLOSING.
THE PREMISES SHALL BE SOLD TO TENANT ON THE TERMS SET
FORTH IN LANDLORD'S ROFO NOTICE.
AT THE CLOSING OF THE SALE, LANDLORD SHALL
EXECUTE A SPECIAL WARRANTY DEED CONVEYING TITLE TO THE PREMISES TO TENANT
SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, ANY STANDARD PRINTED EXCEPTIONS SHOWN
IN A STANDARD TLTA FORM OF OWNER'S POLICY OF TITLE INSURANCE AND ALL OTHER
MATTERS OF RECORD THAT WERE NOT CAUSED BY LANDLORD OR ANY LANDLORD-RELATED
PARTY.
LANDLORD SHALL COMPLY WITH ALL REASONABLE REQUIREMENTS SET FORTH ON
SCHEDULE C OF THE TITLE COMMITMENT NECESSARY FOR ISSUANCE OF SUCH OWNER'S TITLE
POLICY AND SHALL EXECUTE