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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
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<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 ,
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