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approvals, and do not and will not violate any provision of law or constitute a default under any agreement or other instrument by which such party is bound; and (C) This Agreement, when executed by the undersigned on behalf of the respective parties, shall constitute the valid and legally binding obligation of the parties, enforceable in accordance with its terms. Section 17. Assignment Neither party may grant, assign, sublicense, or otherwise convey to a third party any or all of its rights and/or obligations under this Agreement or any portion hereof without first giving notice to the other party and a reasonable opportunity to object to the assignment on the basis that the association with the prospective assignee will undermine the character, reputation, or goodwill of the remaining party or its standing in the community. The acquisition of a party's stock and/or substantially all of its assets by a third party, or a party's merger with a third party, shall not constitute an assignment or conveyance of rights requiring the other party's prior written approval; provided, however, that the prior written approval of Dodgers is required pursuant to the standard set forth above if at any time Developer is not controlled by George de Guardiola and/or Bruce A. Rendina, and/or George de Guardiola and/or Bruce A. Rendina ultimately does not have day-to-day management responsibility for Developer. Developer shall have the right to collaterally assign this Agreement to Developer's institutional lender(s) for the Collateral Development; provided, however, that any successor to Developer's interest in this Agreement as a result of a foreclosure or deed-in-lieu thereof is subject to approval of Dodgers pursuant to the standard set forth above. Nothing contained herein shall be deemed to prohibit any such lender from foreclosing its mortgage and/or taking a deed-in-lieu thereof; provided that any further sale of the property to, and/or the engagement of, a new developer for the Collateral Development shall be subject to the prior written approval of Dodgers pursuant to the standard set forth above. Section 18. Notices All notices to be given, payments to be made, or documents, samples, or other materials to be delivered by either party to the other pursuant to this Agreement shall be sent by prepaid first class mail, by overnight courier or telephone facsimile, or hand-delivered, to the addresses set forth below. Any such notices, payments, documents, samples, or other materials shall be deemed to have been given or delivered forty-eight (48) hours after posting, if sent by first class mail, when received, if sent by overnight courier or telephone facsimile, or when delivered, if delivered by hand. If to Dodgers: Los Angeles Dodgers, Inc. 1000 Elysian Park Avenue Los Angeles, California 90012 Attn.: Santiago Fernandez, Esq., Senior Vice President and General Counsel Page 13 of 19 726colla.doc