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as its
<br /> FIRST AMENDMENT TO CAPITAL RESERVE ACCOUNT j%4 , A , i
<br /> AGREEMENT
<br /> THIS FIRST AMENDMENT is entered into as of the 24 day of January, 2012 , to
<br /> that certain Capital Reserve Account Agreement, dated as of May 1 , 2009 , by and between the
<br /> Clerk of the Circuit Court for Indian River County, Florida (the " Capital Reserve Account
<br /> Agent") , MiLB Vero Beach, LLC , a Florida limited liability company ("M1LB ") , and Indian
<br /> River County, Florida, a political subdivision of the State of Florida ("County") (the Capital
<br /> Reserve Account Agreement shall be referred to as the "Capital Reserve Agreement" ) . The
<br /> parties to this First Amendment are the Capital Reserve Account Agent , MiLB , the County and
<br /> Verotown , LLC , a Delaware limited liability company ("Verotown") .
<br /> WHEREAS , as of May 1 , 2009 , the Capital Reserve Account Agent, MiLB and the
<br /> County entered into the Capital Reserve Agreement ; and
<br /> WHEREAS , the Capital Reserve Agreement is ancillary and related to that certain
<br /> Facility Lease Agreement between MiLB , as lessee , and the County, as lessor ( "Facility Lease
<br /> Agreement") ; and
<br /> WHEREAS , as of January 1 , 2012 , the parties amended the Facility Lease Agreement to
<br /> substitute Verotown , LLC , in place of MiLB , such that Verotown is now the lessee under the
<br /> Facility Lease Agreement; and
<br /> WHEREAS , under such circumstances , it is appropriate to amend the Capital Reserve
<br /> Agreement to substitute Verotown in place of MiLB for all purposes set forth in the Capital
<br /> Reserve Agreement ,
<br /> NOW, THEREFORE , in consideration of the mutual covenants herein and other good
<br /> and valuable consideration , the parties hereby agree , as follows :
<br /> 1 . Recitals . The above recitals are true and correct and are incorporated herein .
<br /> 2 . Substitution of Verotown for MILB . Verotown is hereby substituted for MiLB
<br /> in the Capital Reserve Agreement, such that all references in the Capital Reserve Agreement to
<br /> MiLB shall be deemed to be amended to refer to Verotown . Verotown hereby assumes and
<br /> agrees to perform all obligations , and shall be entitled to all benefits , of MiLB under the Capital
<br /> Reserve Agreement .
<br /> 3e Good Standing — No Violation . The Capital Reserve Account Agent , the
<br /> County, MiLB and Verotown agree that, as of the date hereof, the Capital Reserve Agreement is
<br /> in good standing, that no party is in violation or default of any provision of the Capital Reserve
<br /> Agreement , and that all parties are in full compliance with all provisions thereof. The Capital
<br /> Reserve Account Agent and the County hereby release and satisfy MiLB with respect to any
<br /> claims , causes of action or liabilities arising out of or relating to the Capital Reserve Agreement ,
<br /> and MiLB hereby releases and satisfies the Capital Reserve Account Agent and the County with
<br /> respect to any claims , causes of action or liabilities arising out of or relating to the
<br /> Capital
<br /> Reserve Agreement . r
<br /> (_rpocnments acrd SettingsAnwoolers%Local SellingsJemporary Wte�rnet PiI s %OLK771st ANnend - Capital Reserve Acct Agri it 02-docx Page
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