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Grantee shall notify Grantor of a bona fide offer received by Grantee to sell the Facility, which offer is acceptable to Granrec and which offer shall include a cenificauon by Grantee that the purchase price set forth therein is the lowest purchase price which the Grantcc Hould accept from a Burd party. (Grantee shall not lx required to obtain an executed purchase and sale agreement in order to activate chis right of first refusal. Grantee need only present the terms and conditions of such bona He offer to Grantor as set forth in a signed Icner of intent or similar proposal between Grantee and a third party.) Grantor shall then have sixty (60) days within which to notify Grantee in wnpng of Grantor's election to purchase the Facility on the same terms and conditions as such bona tide offer. If Grantor timely elects to ptuchase the Facility, then the panics shall enter into a purchase and sale agreement reflecting the business terms of such bona fide offer. If Grantor fails to so notify- Grantee ssifhin such sixty (601 day period, then die richt of fust refusal With respect to such bona fide offer shall be deemed to be waited by Grantor and of no further force or effect. This right of first refusal shad be a covenant running with the Property. An Affidasit executed by a duly authorized official on behalf of the Grantee and recorded in the Official Records which sets forth with spccifici4• that the Grantee has provided the foregoing certification and that rite Grantor has not provided lint ly "Miter notice of Grantoi s election and drat a copy ortlu Affidavit Was provided to Grantor at least ten (10) business days prior to its recordation shall be conclusive evidence that the foregoing right of refusal has not been exercised. Repurchase Option. In addition to the richt of first refusal set forth above. Grantor hereby reserves to itself. its successor and assigns, and the rccordin2 of this "'aranty Decd constitutes Grantee's granting of, an option to repurchase the Facility ar its then fair market value (such fair marker value to be determined in the manner described below), whether or not the Grantee desires or has offered to sell the Facility ro a third party, at any time atter rhe Bonds las such terrn is defined in the Lease Agreement) have been retired, and continuing until the expiration or earlier Iemunation of the Term (as defined in the Lease Agreement), provided that the Grantor is still the lessee under the Least Agreement at the hnK of such repurchase. this repurchase option shall be a coverunt running tsith the Propem. For purposes of a rcptuchase of The Facility by the Dodgers pursuant to this rcpt:rchase option. the then fair market %aIuc of the FacdaR• shall be determined by the following procedure! 1:11 The Grantor and Grantee shall each sc feet an utdcpcndcnt .M A.1. appraiser. (b) The appraisers selected by the Grantor and Grantee shall then select a third appraks r (th: 'Independent Appraiser'). Tie [ndcpcnient Appraiser shall d:tcrmine the then fair r:wket value of rbc Faciliry using the highest and best use rrtthod. Neither the forecoing n_h: of first refu_:t) no, the Coreeome r-pwchasc option are assignable separate and apart from the Lease Agreement. if the Lcasc Acrccn:-,t is assign -d pursuant to Section 12.01 of the Lease Araeertnent then the richt of first refusal and die re. urchax opnon shall h issIencd to eic y,icnee as pan of:hc assigrurxnt of the Lease Ag:eerxni. IN WITNESS WHEREOF. the Grzn:or his caused this Warranry Deed to be executed as of ttr_ day and vcu first abose ssnrten. WITNESSES: L,4,/, - Print Namc F•'t Pru t Namcd k (r) —CA -V--5, k t, l~ LOS ANGELES DODGERS. INC.. a Delaware corporation T::;r Gia :;Jri addre55 i t_L.:ra'cd_ ter.: e:� xst pa;cJ 1,ti0 Elysian Park A%cnuc Los Anzc;cs. Ciltforrua 90012 Page 2 of 6 litip://ori.inclian-riveF.ora///Document/CretDOcumentPorPrintl'NU/?Fecluest=AQAAANCM... 6/15/2018