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40 4W i, disposition, but under no circumstance shall any liquidated damages pard by the Dodgers for an early termination of the 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 transferring to the County, in immediately available funds the Grant Amount, not later than the Business Day immediately prior to the date on which the r 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 (b) 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 County shall be entitled to determine the best use of the Grant in connection with the r 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 a 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 take title to the 'Land and Facility in its name, and as the sole record title owner thereof, will be the sole party to enter into various agreements with Los Angeles Dodgers, Inc. (the "Dodgers") regarding their use of the Facility and the development of various improvements thereto. Notwithstanding this, the County and the City agree that the 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 the County shall be determinative neither of the City's entitlement to a share in any sale proceeds of the 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 the Land and Facilities by the County, the County shall pay over to the City 1.0.7% of the Sale Proceeds. Such funds will be paid to the City within two (2) Business Days of the 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 the County without reacquiring ' the Land, the County agrees that in recognition of its interest as a joint venturer, the City shall have the following options: (a) accept a conveyance from the County of the equivalent of 14.7% 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 venturer with the County. Should the City select option (a) above, the actual acreage conveyed shall be mutually acceptable to the City and the County, provided that if the City and the County can not agree upon the exact parcel of land to be conveyed at such time, the. City and the County shall subject the determination of the exact parcel to binding arbitration for division Page 3 of 6