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5. Sale of Running Iron Ranch. <br /> 5.1. The CWCB shall have the right of first refusal on the purchase of the <br /> Running Iron Ranch at any time PAWSD offers it for sale. <br /> 5.1.1. If PAWSD decides to sell the Running Iron Ranch, it will provide <br /> notice to the CWCB and SJWCD pursuant to this Agreement's notice provisions. <br /> PAWSD shall also provide CWCB and SJWCD a current appraisal of the Running <br /> Iron Ranch to establish the current market value of a fee simple interest in the <br /> property. The CWCB will have ninety (90) days within which to reject its right of <br /> first refusal or agree to exercise its right of first refusal. The CWCB shall provide <br /> notice to PAWSD and SJWCD of the CWCB's decision regarding this right of first <br /> refusal. If it elects to agree to exercise its right of first refusal, the CWCB will <br /> either accept the value of the tendered appraisal or provide a second appraisal, in <br /> which case the fair market value of the property shall be the average value of the <br /> two appraisals. All appraisals shall be conducted by State of Colorado certified <br /> appraisers. Closing on the property shall occur within six (6) months of the <br /> submittal of PAWSD's initial notice to the CWCB and SJWCD under this <br /> paragraph. The CWCB may use the remaining principal and interest balance of <br /> Loan A and principal balance of Loan B to fund all or part of any purchase under <br /> this right of first refusal. At closing, CWCB shall mark both Loan A and Loan B as <br /> paid in full. <br /> 5.2. Sale of Running Iron Ranch during the Planning Period: <br /> 5.2.1. PAWSD agrees to make every effort to retain the Running Iron <br /> Ranch during the Planning Period made possible by this Agreement. In the event <br /> that PAWSD, in its sole discretion but after consultation with SJWCD and CWCB, <br /> does sell the Running Iron Ranch during the Planning Period, the following terms <br /> shall take effect: <br /> 5.2.1.1. All terms and conditions of Loan A and Loan B <br /> shall be considered terminated and the loans shall become due in full <br /> pursuant to the terms of the loans and this Agreement. <br /> 5.2.1.2. The•collateral which secures Loan A and Loan B <br /> shall not be disposed of until the loans are repaid in full pursuant to <br /> the terms of the loans and this Agreement. <br /> 5.2.1.3. The CWCB shall be immediately entitled to full <br /> payment of the following from the PAWSD: <br /> 5.2.1.3.1. all outstanding principal for Loan A (unpaid <br /> principal balance) and Loan B (full amount of appraised value of <br /> Running Iron Ranch); plus <br /> Page 7 of 14 <br />