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I To the extent the Dodgers elect to obtain reimbursement for the costs of any repair or replacement from the Capital Reserve Account rather than with funds provided by the Dodgers, the ' • County agrees to approve such Requisition so long as (i) the payee thereunder is a third party i provider of goods or service, and (ii) the repair or replacement constitutes a capital expenditure, and the County shall consider approval of any other Requisition for the cost of a repair or replacement, { each upon delivery of the back-up material required to be submitted with all Requisitions for costs of a repair or replacement. 5. Assigament. The parties hereto acknowledge that no party may assign its rights hereunder without the prior written consent of the other parties hereto, and that, upon such assignment, the assigning party's assignee will succeed to all of the assigning party's rights under this Capital Reserve Account Agreement. 6. Fees o .apital Reserve Account Agen - [n consideration of its services as Capital Reserve Account Agent hereunder, the Capital Reserve Account Agent shall be entitled to fees and expenses agreed upon by the Capital Reserve Account Agent, the County and the Rodgers, as set forth in Exhibit D hereto, and the fees of the Capital Reserve Account Agent will be paid in advance from funds on deposit in the Capital Reserve Account in accordance with such fee schedule. If for any reason funds in the Capital Reserve Account are insufficient to cover such compensation and reimbursement, the Dodgers shall promptly pay such amounts to the Capital. Reserve Account Agent upon receipt of an itemized invoice. 7. Int�ieader. In case any dispute shall arise between or among the County and the Dodgers as to tate disposition of funds deposited under this Capital Reserve Account Agreement, the Capital Reserve Account Agent shall have the right, but shall not be obligated, to bring an action in a court of competent jurisdiction located in Indian River County, Florida, to interplead the parties hereto and any other persons to resolve such dispute. Any costs or expenses incurred in connection with any such action, including but not limited to any expenses and reasonable attorney fees incurred by the Capital Reserve Account Agent, shall be paid by the unsuccessful party in the dispute. 8 (a) This Capital Reserve Account Agreement shall be construed in accordance with, and governed by the laws of, the State of Florida. (b) The Capital Reserve Account Agent, as a part of the consideration for the acceptance of this Capital Reserve Account Agreement, shall not be liable for any acts or omissions done in good faith, nor for any claims, demands or losses, nor for any damages made or suffered by any party to this Capital Reserve Account Agreement, excepting such as may arise through or be caused by its willful misconduct or gross negligence. Any obligations of the County and/or the Dodgers under this Capital Reserve Account Agreement to the Capital Reserve Account Agent shall survive any termination of this Capital Reserve Account Agreement and the resignation or removal of Capital Reserve Account Agent. 3 i t.