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<br />DOCUMENT ESCROW AGREEMENT
<br />THIS DOCUMENT ESCROW AGREEMENT ("Document Escrow Agreement"), is made
<br />as of September 1, 2000, by and between INDIAN RIVER COUNTY, FLORIDA, a political
<br />subdivision of the State of Florida (the "County"), CITY OF VERO BEACH, FLORIDA, a municipal
<br />corporation organized and existing under the laws of the State of Florida (the "City"), LOS
<br />ANGELES DODGERS, INC., a Delaware corporation (the "Dodgers"), FOX BASEBALL
<br />HOLDINGS, INC., a Delaware corporation ("Fox"), DE GUARDIOLA DEVELOPMENT, INC.,
<br />a Florida corporation (the "Developer") and BRYANT, MILLER AND ©LIVE, P.A., a Florida
<br />professional corporation (the "Agent").
<br />WITNESSETH:
<br />WHEREAS, the County, the City, Fox, the Dodgers and the Developer (each a Party and
<br />ca!_iectively, the "Parties") have entered into the Memorandum of Understanding dated as of July 24,
<br />2000, to acquire, renovate and improve the "Dodgertown" spring training, facilities and other property
<br />located in Indian River County, Florida; and this Document Escrow Agreement shall serve to effect
<br />the transactions contemplated thereby; and
<br />WHEREAS, the Dodgers and the County have entered into that certain Agreement For Sale
<br />and Purchase dated as of September 1, 2000 (the "County Agreement for Sale and Purchase"), and
<br />WHEREAS, Fox, the Dodgers and the Developer have entered into that certain Agreement
<br />" for Sale and Purchase dated as of September 1, 2000 (the "Developer Agreement for Sale and
<br />I Purchase"); and
<br />WHEREAS, in order to facilitate the transactions contemplated by the Memorandum of
<br />" Understanding, the County Agreement for Sale and Purchase and the Developer Agreement for Sale
<br />and Purchase, and the other Escrow Documents as hereinafter defined, the Parties enter into this
<br />Document Escrow Agreement to provide for the escrow of all documents necessary to close in
<br />conjunction with the County's authorization to sell revenue bonds or otherwise issue obligations to
<br />fund the purchase price under the County Agreement for Sale and Purchase and the Construction
<br />Fund under the Development Agreement (the "Bonds"); and
<br />WHEREAS, Agent has been selected by the County to issue an owner's title insurance policy
<br />covering all real property interests identified in the County Agreement for Sale and Purchase.
<br />NOW THEREFORE, in consideration of the mutual promises, covenants, representations
<br />and agreements contained herein, together with $10.00 and other good and valuable consideration
<br />exchanged amongst the Parties, the Parties to this Document Escrow Agreement undertake, promise
<br />and agree for themselves or their permitted successors and assigns as follows:
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