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Section 10. Constructive Notice and Acceptance Every person who owns, occupies, or acquires any right, title, estate, or interest in or to the Baseball Facilities or the Adjacent Land shall be conclusively deemed to have consented and agreed to every limitation, restriction, easement, reservation, condition, and covenant contained herein, whether or not any reference hereto is contained in the instrument by which such person acquired an interest in such property. Section 11. Nature of Relationship (A) This Declaration does not and shall not be construed as creating a partnership, joint venture, or employment relationship between the parties, and nothing contained herein shall cause or be construed as causing either party to be the employee, agent, or representative of the other. (B) None of the parties hereto shall make any warranties and/or representations, or incur any obligations whatsoever, on behalf of or in the name of any other party. Section 12. Representations and Warranties by the Parties Each party to this Declaration represents and warrants to the other as follows: (A) Each party has the power to execute, deliver, and perform this Declaration in accordance with its terms; (B) Each party's execution, delivery, and performance of this Declaration, and the consummation of the transactions contemplated herein, have been duly authorized by all requisite corporate action on the part of said party, have received all required governmental 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 Declaration, 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 13. Assignment No party may grant, assign, sublicense, or otherwise convey to a third party any or all of its rights and/or obligations under this Declaration or any portion hereof without first giving notice to the other parties 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 parties and/or their 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. 726decla.doc Page 7 of 13