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<br /> with the title to the Baseball Facilities and shall be binding upon and inure to the benefit of
<br /> Dodgers, their successors and assigns.
<br /> (B) Master Plan: Upon taking possession of the Adjacent Land, Developer, at no cost
<br /> to Dodgers, shall diligently undertake and complete the development of the Collateral
<br /> Development as described in Recital D, above, in accordance with a "Master Plan" to be
<br /> submitted by Developer for the prior review and approval of Dodgers. Once the Master Plan has
<br /> been approved by Dodgers, Developer shall not materially change or materially deviate from the
<br /> Master Plan without the prior written consent of Dodgers, which shall not be unreasonably
<br /> withheld. Dodgers hereby acknowledge and agree that a Master Plan based upon the conceptual
<br /> master plan attached as Exhibit "C" would be acceptable as the Master Plan.
<br /> If changes are required to be made to the scope of the Collateral Development as a result
<br /> of (1) the operation of section 1(C) below, or (2) site plan or other permitting approval
<br /> conditions imposed by the City of Vero Beach, Florida (the "City") or by any other applicable
<br /> governmental authorities, or (3) economic conditions which make the Collateral Development
<br /> unfeasible or financially impracticable, the Developer shall nevertheless be required to complete
<br /> the Collateral Development with such changes to the scope of the Collateral Development as
<br /> may be necessary to satisfy any or all of the aforementioned conditions. Any resulting material
<br /> changes in the Master Plan shall be subject to approval by the Dodgers as provided above.
<br /> (C) Hotel: As soon as reasonably practicable after gaining possession of the Adjacent
<br /> Land, Developer shall undertake to obtain a nationally recognized, high quality Hotel
<br /> developer/operator to construct, on or about the northern portion of the western parcel of the
<br /> Adjacent Land, the "Hotel" described in Recital D, above. The Hotel shall be situated on the
<br /> Adjacent Land in a manner which will enable the Hotel's personnel, guests, and conferees to
<br /> have direct access to the Baseball Facilities and which will give Dodgers' personnel direct access
<br /> to the Hotel. Dodgers' approval of a site plan for the Hotel shall constitute compliance by
<br /> Developer with the requirements of the foregoing sentence. It is the intention of the parties that,
<br /> during each spring training period throughout the Term, Dodgers' personnel will have access to
<br /> the shops and dining facilities in the Hotel, and that, at times other than spring training, certain
<br /> portions of the Baseball Facilities will be used in connection with the Hotel. The terms and
<br /> conditions pursuant to which the aforementioned access will be given to the parties shall
<br /> hereafter be determined by mutual agreement of the parties. The Hotel shall be affiliated with
<br /> and managed by a nationally recognized, high quality Hotel operator or chain. If, after making
<br /> its best efforts to obtain a hotel developer/operator to construct the Hotel, Developer is unable to
<br /> obtain a hotel developer/operator within two (2) years after the date hereof, and, therefore, will
<br /> not build the Hotel, Developer shall give Dodgers written notice of its decision not to build the
<br /> Hotel and shall thereafter be relieved of any obligation hereunder to build the Hotel.
<br /> (D) Compliance with Laws: The Adjacent Land shall be developed, and the
<br /> Collateral Development shall be constructed, occupied, used, and held by Developer in
<br /> accordance with this Agreement, and all applicable present and future laws, ordinances, codes,
<br /> rules, and regulations of all applicable governmental authorities, including, without limitation,
<br /> zoning, building, environmental, health, disabilities access, and fire codes, and the Rules of
<br /> Major League Baseball (collectively, the "Legal Requirements").
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