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COVENANTS <br />NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby <br />incorporated into this Agreement) and of the mutual promises, covenants, conditions, warranties, <br />and representations set forth herein, the parties hereto agree as follows: <br />ARTICLE I <br />Exhibitions and Definitions <br />Section <br />1.01 Exhibits. All <br />Exhibits attached hereto <br />are incorporated into this <br />Agreement and <br />made a part hereof by <br />this reference. <br />Section 1.02 Definitions. All capitalized terms not otherwise defined in this Agreement <br />shall have the meanings set forth in the Facility Lease Agreement. Additionally, the following <br />terms shall have the following meanings: <br />(a) "Agreement" means this Agreement between Dodgers and the City, and <br />all of the attached exhibits. <br />(b) "City" means the City of Vero Beach, Florida, a municipal corporation of <br />the State of Florida. <br />(c) "County" means Indian River County, Florida, a political subdivision of <br />the State of Florida. <br />(d) "Dodgers" means Los Angeles Dodgers LLC, a Delaware limited liability <br />company. <br />(e) "Dodgers' Events" means any and all events and activities held on the <br />premises of the Facility for which Dodgers shall retain the use of the Parking Property for <br />parking, including, without limitation, Home Games and the County's use of the Facility <br />for twenty (20) days per Lease Year (as defined in the Facility Lease Agreement) <br />pursuant to Section 6.04 of the Facility Lease Agreement. <br />(f) "Effective Date" means November 17 , 2005. <br />(g) "Facility" means the land and baseball spring training facilities located at <br />4001 26th Street, Vero Beach, Florida 32960, and known generally as "Dodgertown." <br />The Facility includes, without limitation, the spring training baseball stadium known as <br />"Holman Stadium," the eighty-nine (89) unit hotel facility, the conference center with <br />meeting and dining rooms, the baseball administration building with clubhouses and <br />weight room, the indoor batting and pitching cages, and the four (4) baseball practice <br />fields and two (2) half baseball practice fields, and any additional improvements hereafter <br />constructed on the Land by Dodgers. <br />(h) "Holman Stadium" means the baseball stadium located at the Facility. <br />Page 2 of 21 <br />