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u A TRUE COPY <br /> CERTIFICATION ON LAST PAGE <br /> K . BARTON , CLERK <br /> FIRST AMENDMENT TO CAPITAL RESERVE ACCOUNT <br /> AGREEMENT C '7 0 f L <br /> ic,) k P44 � x <br /> 3 % 'CS <br /> THIS FIRST AMENDMENT is entered into as of the 24th 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 ("MiLB ") , 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 /> 2e 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 /> 3 . Good Standinj — 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 , <br /> C Documents and Seuings�mwooters�Local Scuings�Tempmary Internet Fi1es\0LK77\ lst Amend - Capital Reserve Acct Agrmt 02.docx nage <br />I ort <br />