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21, <br />CAPITAL RESERVE ACCOUNTAGREEMENT <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 orginized and existing under the <br />laws of the United States (the "Capital Resenc Account Agent"), Los Angeles Dodgers, Inc., a Delaware <br />Corporation (the "Dodgers") and Indian RiverCounty, Florida, a political subdivision of the State of Florida <br />(the "County"), <br />WHEREAS, the County is 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 />Holman Stadium, an eighty -tune (89) unit hotel facility, a conference center with meeting and dining rooms, <br />a clubhouse and weight roam, in -door batting attd pitching cages, four (4) full 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 terni <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 ""Improvennents" ), 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 />WHEREAS, 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 investment in the County's property consisting of the <br />Land and the Facility and to help insure that the Land and the Facility will be maintained as anticipated by <br />the Lease; and <br />WI IEREAS, in order to so protect the County's property, 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 and r vitals 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 acknowledged, the County, the Dodgers and the Capital <br />Reserve Account. Agent agree as follows: <br />