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Grantee shall notify Grantor of a bona tide oTer received by Grantee to sell the Facility. which offer is acceptable to Grantee and which offer shall include a certification by Grantee that the purchase price set forth therein is the lowest purchase prim which the Grantee would accept from a Burd pang. (Grantee shall not be required to obtain an executed purchase and sale agrecrrtcnt in order to activate this right of first ref-,rsal. Grantee need only present the terms and conditions of such bona fide offer to Grantor as set forth in a siened letter of intent or similar proposal between Grantee and a third party.) Grantor shall then have sixty (60) days within which to notify Grantee in writing of Grantors election to purchase the Facility on the same tears and conditions as such bona fide offer. If Grantor timely elects to purchase the Facility, then the parties shall enter into a purchase and sale agreement reflecting the business terms of such bona fide offer. If Grantor fails to so notify Grantee within such sixty (60) day period, then the richt of first refusal with respect to such bora ride offer shall be deemed to be waived by Grantor and of no further, force or effect. This right of first refusal sha!1 be a covenant running with the Property. An Affidavit executcd by a duly authorized official on behalf ofthe Grantee and recorded in the Official Records which sets forth with specificity that the Grantee has provided the foregoing certification and that the Grantor has rot provided timely written notice of Gantoes election and tlat a copy of the 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 right of first refusal set forth above. Grantor hereby reserves to it:clf. its successor and assigns, and the recordtna of this Warranty Deed constitutes Grantees granting of, an option to repurchase the Facility, at itsrhen fair market value (such fair market value to be dcimnincd in the nawiner described below), whether or not the Grantee desires or has offered to sell the Facility to a third piny, at any time after the Bonds las such term is defined in the Lease Agreement) have been retired. and continuing until the expiration or earlier temun don of the Term (as defined in the Lease Agreement), provided that the Grantor is still the lessee under the Lease Agreement at the tim, of such rcpurchasc. This repurchase option shall be a Over= nutting with the Property. For purposes of a repurchase of the Facility bs the Dodgers pursuant to this repurchase option, the then fair marker value of the Facdtn• shall bedetermined by the following procedure: t a) The Grantor and Grantee shall each select an independent .M.A.t. appraiser. (b) The appraisers selected by the Grantor and Grantee shall then select a third apprais.'r tthc'lndependent Appratser'l. Tie Independent Appnuser shall determine the then fair r wkei value of the Facility using the hicheit and best use method. Neither the farcgoing nght of first rcfusa) no. the iorcgoirig rrpurchasc oodon are assiguable separate ad apart from tut^, Lease Acrcemcnt. If the Lease Agreement is assigned pursuant to Section 12.01 of the Luse AVccmcnL then the right of first refusal and ehc rcrurchasc opiioa shall be ]_signed to eic assignee as part of the assgxumni of the Least Aiaccu rnt. IN WITNESS WHEREOF. Lute Grantor tas :auscd this Wananry Deed to be executed as of the day and year first abovevmnen. WITNESSES: Print Name: E. -,c J—eL Pnrt Nartx: b A R t o CAg jj A i. LOS ANGELES DODGERS. INC.. a Delaware cotporatioa By: 6tA-� '? J e� Gra ::07 5 .1 Mess - 1000 Elvstan Park avenue Los Anc6cs. California 90012 Page 2 of 6 http://ori:incliaii-river.orgl//DocumentIGetDocumentForPrintPNGI?request=AQAAANCM... 6/15/2032