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4W 40 Y (J) SALE PROCEEDS shall mean, with respect to a disposition of the Land and Facilities or any portion thereof by the County, the actual net proceeds received by the County for such disposition, but under no circumstance shall any liquidated damages paid by the Dodgers for an early termination ofthe lease of the Facility (as contemplated by the Memorandum of Understanding) be considered proceeds in respect of the disposition of the Land and Facility. SECTION 3. CITY GRANT OF FUNDS TO COUNTY. The City hereby agrees to fund the Grant to the County in full in the Grant Amount in accordance with the Memorandum of Understanding. The Grant shall be funded by tr=ferrurg to the County, in immediately available funds the Grant Amount, not later than the Business Day immediately prior to the date on which the County issues the Bonds. The County shall repay to the City the full Grant Amount if either (a) the transactions contemplated by the Memorandum of Understanding are not consummated or (bl the transactions are consummated yet fail to be brought to fruition, resulting in the parties being relieved of their obligations under the Memorandum of Understanding and the companion agreements thereto. The Countv shall be entitled to determine the best use of the Grant in connection with the County's acquisition of the Land and the Facilities, including, but not by way of limitation. of using the Grant Amount to fund all or a portion of repair and replacement escrow account (the "Capital Reserve Account") for the benefit of the Facility. SECTION 4.CITY RIGHTS IN THE LAND AND FACILITY. The City acknowledges that the County will Lake title to the Land and Facility in its name. and as the sole record tide owner thereof, will be the sole party to enter into various agreements with Los Angeles Dodgers, Inc. (the "Dodgers") rei•arelme then -use of the Facility and the deti elopment of annus rmprov emertts thereto. Notwithstanding this, the County and the City a_eree that die City is a joint venturer with the County in the acquisition of the Land and Facilities, and that the actual use of the Grant by dee County shall be determinative neither of the City's entitlement to a share in any sale proceeds of die land and Facilities. nor its percentage interest therein should the County ever decide to sell the Land and Facilities or if the Dodgers exercise certain repurchase rights set forth in the Memorandum of understanding. SECTION 5. CITY RIGHTS IN SALE PROCEEDS- Following a sale or other disposition of :hc Land and facilities by the County, the Couniv shall pay over to the City 1 Q.7° o of the Sale Proceeds, - Such funds will be paid to the City within two (3) Business Days ofthe date of closing on the sale or other disposition of the Land and Facilities. SECTION 6. CITY RIGHTS IN LAND, In the event the Dodgers cease using the Facility as a spring training, facility and terminate the lease agreement with rite Cotuuty without reacquiring the Land, the Counry agrees that in recognition of its interest as a joint venturer, the City shall have the following options: (a 1 accept a conveyance from the County of the equivalent of ; 0.7% of the Land in exchange for releasing its interest in the remaining portion thereof„ or (b) retain its interest in the Facility as a joint vennuer with the County. Should the City select option (a) above, the actual acreage conveyed shall be mutually Page 3 of b i✓