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40 <br />M <br />CAPITAL RESERVE ACCOUNT AGREEMENT <br />This Capital Reserve Account Agreement is made and entered into as of September 1, 2000, by <br />and among First Union National Bank, a national banking association duly organized and existing under the <br />laws of the United States (the "Capital Reserve Account Agent"), Los Angeles Dodgers, inc,, a Delaware <br />corporation (the "Dodgers") and Indian River County, Florida, a political subdivision of the State of Florida <br />(the "County"). <br />WHEREAS, the County i� the owner of that certain parcel of real property more particularly <br />described on Exhibit A attached hereto and incorporated herein by reference (the "Land"), on which Land <br />is located a professional baseball spring training facility known as "Dodgertown, "which is comprised of <br />Hohnan Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms, <br />a clubhouse and weight room, in -door batting and pitching cages, four (Q) frill baseball practice fields, and <br />two (2) half baseball practice fields (Collectively, the "Existing Facilities"); and <br />WHEREAS, the County has leased the Land and the Existing Facilities to the Dodgers for a term <br />of not less than 20 years pursuant to that certain Facility Lease Agreement dated as of September 1, 2000 <br />(the "Lease"); and <br />WHEREAS, the Dodgers have agreed to undertake certain capital improvements to the Existing <br />Facilities and the Land (collectively, the "Improvements"). as contemplated by the Lease and in accordance <br />with and as required by that certain Development Agreement dated as of September 1, 2000 (the <br />"Development Agreement") between the County and the Dodgers: and <br />M IEREAS, as part of the consideration to be paid by the Dodgers to the County under the Lease. <br />the Dodgers have undertaken the obligation to maintain (within the standards set forth in the Lease) the <br />Existing Facilities, the Improvements and any additional improvements on or to the Land voluntarily <br />undertaken by the Dodgers (collectively, the "Facility') at the sole costs of the Dodgers: and <br />WHEREAS. the County desires to protect its invesunent in the County's property constsang of the <br />Land and the Facility and to help insure that the Land and the Facility Evill fx maintained as anticipated by <br />the Lease; and <br />WHEREAS, in order to so protect the County's propem•, the County has agreed to fund the <br />Capital Reserve Account herein created to assist the Dodgers in maintaining the Land and the Facility. <br />NOW, THEREFORE, in consideration of the premises'tuid recitals set forth above, which premises <br />and recitals are hereby incorporated herein as if fully set forth herein, and other good and valuable <br />consideration, the receipt of which is hereby aclmowledged, die County, the Dodgers and the Capital <br />Reserve Account Agent agree as follows: <br />1 <br />