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f <br /> WAIVER AND ACKNOWLEDGMENT <br /> (LA Dodgers Spring Training Facility) <br /> Indian River County, Florida (the "County") has entered into (a) a Memorandum of <br /> Understanding (the "MOU"), dated July 24, 2000, by and among the County, the City of Vero Beach, <br /> Florida, a municipal corporation (the "City"), Los Angeles Dodgers, Inc., a Delaware corporation, <br /> the owner of record of the Land (the"Dodgers"), Fox Baseball Holdings Incorporated, a Delaware <br /> corporation, ("Fox") and de Guardiola Development, Inc., a Florida corporation (the "Developer") <br /> and (b) a Document Escrow Agreement dated September 1, 2000, by and between the County, the <br /> City, the Dodgers, Fox, the Developer and Bryant, Miller and Olive, P.A., a Florida professional <br /> corporation (the "Agent"), as amended by the parties thereto by the Agreement to Extend Escrow <br /> dated May 15, 2001 (collectively, the "Document Escrow Agreement"). <br /> The undersigned hereby certifies as to the following: (i) all conditions and prior performance <br /> requirements under the Memorandum of Understanding and the Document Escrow Agreement, or <br /> any other documentation facilitating the transactions contemplated thereby, have been satisfied or <br /> waived by the other parties to the MOU and the Document Escrow Agreement and any conditions <br /> to the County's performance under the MOU and the Document Escrow Agreement have been <br /> satisfied or are hereby waived, (ii) any conditions or objections to the closing on the acquisition of <br /> the land by the County under the County Agreement for Sale and Purchase (as defined in the <br /> Document Escrow Agreement)have been satisfied or are hereby waived, and (iii) the County agrees <br /> that it will proceed with the issuance of its Bonds in anticipation of a closing on the acquisition of the <br /> Land or before August 31, 2001 or such later date as may be required to coincide with the closing <br /> on the County's bonds. <br /> However, no provision of this Waiver and Acknowledgment is intended to impair the county's <br /> authority, as the governing authority in whose jurisdiction the contemplated development is located, <br /> to enforce the pertinent provisions of its Code of Ordinances. The County specifically reserves its <br /> right to require adherence to that Code's applicable text. <br /> This Waiver and Acknowledgment is hereby executed this day of August, 2001. <br /> [Seal] INDIAN RIVER COUNTY, FLORIDA <br /> Date: By: <br /> Its: <br /> Attest: <br />