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1.2 WHEN GRANTEE RECEIVES THE NOTICE AND A COPY OF THE <br /> OFFER, GRANTEE SHALL HAVE THE PRIOR AND PREFERENTIAL RIGHT TO <br /> PURCHASE THE CITY PARK (OR THE PART OF OR INTEREST IN THE CITY PARK <br /> COVERED BY THE OFFER, AS THE CASE MAY BE) AT THE SAME PRICE AND ON <br /> THE SAME TERMS AND CONDITIONS AS ARE CONTAINED IN THE OFFER, EXCEPT <br /> THAT IF GRANTEE EXERCISES THE RIGHT OF FIRST REFUSAL BY ELECTING TO <br /> PURCHASE THE CITY PARK THEN (1) THE CLOSING OF THE TRANSACTION <br /> CONTEMPLATED BY THE OFFER SHALL TAKE PLACE NO LATER THAN 90 DAYS <br /> AFTER THE DATE THAT GRANTEE ELECTS TO EXERCISE THE RIGHT OF FIlZST <br /> REFUSAL, AND (2) GRANTEE SHALL RECEIVE A CREDIT AGAINST THE SALE PRICE <br /> OF THE CITY PARK IN AN AMOUNT EQUAL TO ANY BROKERAGE COMMISSION <br /> THAT CITY MAY SAVE BY SELLING THE CITY PARK TO GRANTEE RATHER THAN <br /> THE THIlZD-PARTY OFFEROR. <br /> 1.3 GRANTEE SHALL HAVE 30 DAYS FROM THE DATE THAT <br /> GRANTEE RECEIVES THE NOTICE AND A COPY OF THE OFFER TO NOTIFY CITY <br /> WHETHER GRANTEE ELECTS TO PURCHASE THE CITY PARK PURSUANT TO THE <br /> .TERMS OF THE OFFER. IF GRANTEE ELECTS TO EXERCISE .ITS RIGHT TO <br /> PURCHASE THE CITY PARK, THEN, IN ADDITION TO GIVING CITY WRITTEN <br /> NOTICE OF ITS ELECTION WITHIN THE 30-DAY PERIOD, GRANTEE ALSO SHALL <br /> TENDER AN AMOUNT EQUAL TO THE EARNEST MONEY DEPOSIT, IF ANY, <br /> SPECIFIIED IN THE OFFER, WHICH WILL BE HELD AND USED IN ACCORDANCE <br /> WITH THE TERMS OF THE OFFER. <br /> 1.4 IF GRANTEE FAILS TO TIMELY EXERCISE ITS RIGHT TO <br /> PURCHASE THE CITY PARK PURSUANT TO THE TERMS OF THIS AGREEMENT, <br /> THEN CITY SHALL BE ENTId'LED TO SELL THE CITY PARK ACCORDING TO THE <br /> .TERMS OF THE OFFER TO THE THIltD-PARTY OFFEROR, SUBJECT TO THE TERMS <br /> OF PARAGRAPH 1.5 BELOW. <br /> 1.5 IF GRANTEE FAILS TO -TIMELY EXERCISE ITS RIGHT TO <br /> PURCHASE THE CITY PARK PURSUANT TO THE TERMS OF THIS AGREEMENT, AND <br /> ..FOR ANY REASON CITY SHALL NOT SELL OR CONVEY THE CITY PARK TO THE <br /> THIIZD-PARTY OFFEROR ON THE TERMS CONTAINED IN THE OFFER WITHIN 90 <br /> DAYS OF GRANTEE'S ELECTION NOT TO PURCHASE, THEN CITY MUST RESUBMIT <br /> THE OFFER AS WELL AS ANY OTHER OFFER TO GRANTEE BEFORE SELLING THE <br /> CITY PARK, -AND SUCH OFFERS SHALL BE SUBJECT TO GRANTEE'S RIGHT OF <br /> FIlZST REFUSAL UNDER THIS AGREEMENT. <br /> <br /> . IF GRANTEE ELECTS TO PURCHASE THE CITY PARK AND ANY ELEMENT. OF THE <br /> CONSIDERATION SPECIFIED IN THE OFFER IS NOT CASH OR DEFERRED <br /> PURCHASE MONEY (E.G., AN EXCHANGE OF CITY PARK OR PERFORMANCE OF <br /> COVENANTS OTHER THAN THE PAYMENT OF MONEY), THEN GRANTEE MAY <br /> ELECT TO HAVE THE NONMONETARY CONSIDERATION APPRAISED BY AN <br /> INDEPENDENT MAI APPRAISER AND PAY -CITY THE CASH VALUE OF THE <br /> NONMONETARY CONSIDERATION IN LIEU OF THE PERFORMANCE OF <br /> NONMONETARY OBLIGATIONS SPECIFIED IN THE OFFER. <br /> PAGE 2-EXHIBIT 4 RIGHT OF FIRST REFUSAL 4/12/2006 <br /> <br />