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(c) "Parking Improvements" means any and all improvements to the Parking <br />Property made for the purpose of ensuring the ready availability and adequacy of <br />parking. The form and structure of the improvements will lie within the sole discretion <br />of the Dodgers, but may include (without limitation) stabilized grass parking, <br />impervious surface structure and/or a parking garage. <br />(d) "Parking Property" means the real property described in Exhibit A hereto <br />and incorporated herein by reference. <br />ARTICLE II <br />PRIOR AGREEMENTS/PURPOSE <br />Section 2.01 Prior Agreements. The parties hereto acknowledge that certain parking <br />rights were granted to the County pursuant to the Parking Agreement (as defined in the Facility <br />Lease Agreement), which rights were intended to benefit the Facility and the Dodgers use <br />thereof, and which Parking Agreement resulted in the Declaration of Easements for Parking. By <br />this First Amendment, the parties intend to provide an alternate means of providing the rights <br />and benefits accorded by the Parking Agreement and the Declaration of Easements for Parking. <br />Therefore, all prior agreements and understandings of the parties with respect to the provision <br />of, or the obligation to provide parking for the Facility, including but not limited to, the Parking <br />Agreement, the Facility Lease Agreement, the Development Agreement and the Declaration of <br />Easements for Parking (collectively, the "Prior Agreements") are intended to be superceded by <br />this First Amendment, but only with regard to the provisions in such Prior Agreements that <br />pertain to parking for the Facility. Without limiting the effect of the foregoing, the parties <br />hereby terminate, effective immediately, the Parking Agreement and the Declaration of <br />Easements for Parking, and agree that any encumbrances placed on the Adjacent Land (as <br />defined in the Declaration of Easements for Parking), including, without limitation, any and all <br />easements running with the land, are hereby lifted, voided, nullified, and removed. Evidence of <br />the termination of the Parking Agreement and the Declaration of Easements for Parking shall be <br />recorded among the Public Records of the County (together with the appropriate joinder of the <br />Developer's successor -in -interest). As between the County and the Dodgers, in the event of a <br />conflict between the provisions of this First Amendment and the provisions of any of the Prior <br />Agreements, the provisions of this First Amendment will supercede and prevail over those of <br />the Prior Agreements, <br />Section 2.02 Purpose. The purpose of this First Amendment is to supplement and <br />amend the Facility Lease Agreement so as to include the Parking Facility within the scope <br />thereof and to set forth terms and conditions for the use and improvement of the Parking <br />Property by the Dodgers pursuant to the Facility Lease Agreement. <br />{FT218339;2) <br />Page 3 of 11 <br />