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40 C> r, + E. WHEREAS, in recognition of the commitment made to the Team by the County and the City of Vero Beach, the Dodgers desire to continue to conduct the Team's spring training operations at the Facility during the Term of this Agreement and to operate, maintain, and manage the Facility in accordance with the terms hereof; and F. WHEREAS, the County desires to retain the Team as the user of the Facility and to have the Dodgers manage the Facility under the terms and conditions specified herein, COVENANTS NOW THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated into this Agreement) and the mutual promises and covenants set forth below, IT IS AGREED AS FOLLOWS: DEFIN IT ION SIEXt-11B ITS Section 1.01. Exhibits. By not later than the date of closing specified in the Escrow Agreement, true and correct copies of all of the exhibits referenced in this Agreement shall be initialed by the parties and attached to this Agreement, and such exhibits shall thereafter be incorporated into this Agreement by this reference. Section 1.102 Definitions. The following terms shall have the following meanings: (a) A=emen means this Facility Lease Agreement between the Dodgers and the County, and all of the attached exhibits. (b) Bond Ccru hjd means Bryant, Miller and Olive, P.A. (c) Bolid Resolution means that certain Bond Resolution or resolutions to be adopted for the issuance of the Bonds or other obligations for the acquisition of the Land, or G.. construction of the Improvements, or for any part thereof r (d) Bonds means the Bonds to be issued pursuant to the Bond Resolution. k (e) C aWtal Reserve Account means the repair and replacement account as defined in Section 8.01, below. (0 Capital Reserve Account Aaent means the bank or trust company identified as such in the Capital Reserve Account Agreement. Page 2 of 27