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Baseball Facilities. The Baseball Facilities are described with particularity in Exhibit "A,"
<br /> which is attached hereto and incorporated herein by this reference.
<br /> D. Pursuant to those certain Warranty Deeds of even date herewith, Fox Baseball
<br /> Holdings, Inc. ("Fox") and Dodgers have sold to Developer the approximately acre
<br /> nine-hole golf course immediately adjacent to the western boundary of the Baseball Facilities
<br /> and the approximately acres of land adjacent to the northern boundary of the Baseball
<br /> Facilities (the combined acreage to be referred to hereafter as the "Adjacent Land"). In turn,
<br /> Developer has agreed to develop the Adjacent Land by constructing thereon a mixed-use "mini-
<br /> town" containing, inter alfa, residential, retail, restaurant, and entertainment facilities
<br /> (hereinafter collectively referred to as the "Collateral Development"). The Adjacent Land is
<br /> described with particularity in Exhibit `B," which is attached hereto and incorporated herein by
<br /> this reference. For purposes of this Agreement, any reference to "Developer" in this Agreement
<br /> shall be deemed to include, without limitation, Developer's heirs, successors and assigns. A
<br /> conceptual master plan showing the Collateral Development (subject to change as hereinafter
<br /> provided) is shown on Exhibit"C," attached hereto and incorporated herein by this reference.
<br /> E. Pursuant to the Facility Lease Agreement, dated as of September 1, 2000,
<br /> between Dodgers and the County, the County has leased the Baseball Facilities to Dodgers for an
<br /> initial term of twenty (20) years (subject to renewal options set forth therein). The Facility Lease
<br /> Agreement has been recorded among the Public Records of the County prior to the recordation
<br /> of this Agreement.
<br /> F. Developer shall develop the Adjacent Land and construct the Collateral
<br /> Development, through final completion thereof, in accordance with the protective covenants,
<br /> conditions, restrictions, and easements, set forth in this Agreement, all of which covenants,
<br /> conditions, restrictions, and easements shall run with the Adjacent Land.
<br /> COVENANTS AND REPRESENTATIONS
<br /> NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises,
<br /> covenants, conditions, warranties, and representations set forth herein, and such other good and
<br /> valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dodgers
<br /> and Developer hereby agree as follows:
<br /> Section 1. Plan for Collateral Development
<br /> (A) Covenants Running with the Land: Dodgers and Developer declare and agree that
<br /> the Adjacent Land and the Collateral Development shall be developed, constructed, held, sold,
<br /> conveyed, encumbered, hypothecated, leased, used, occupied, and improved subject to all of the
<br /> agreements, easements, restrictions, covenants, and conditions set forth in this Agreement, all of
<br /> which are essential for the purpose of protecting the value and desirability of the Baseball
<br /> Facilities and the Collateral Development. The agreements, covenants, conditions, restrictions,
<br /> and easements set forth herein (1) shall run with the title to the Adjacent Land and shall be
<br /> binding upon and inure to the benefit of Developer, its successors and assigns; and (2) shall run
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