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ESTOPPEL CERTIFICATE BY AND AMONG Indian River County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County'), the City of Vero Beach, Florida, a municipal corporation (the "City'), and MiLB Vero Beach LLC, a Florida limited liability company, as a single purpose entity affiliate of the National Association of Professional Baseball Leagues, Inc, a Florida corporation (hereinafter referred to as the "MiLB"). IN RE: Parking Property Lease Agreement Entered into as November 17, 2005 by and between the Los Angels Dodgers, LLC (the "Dodgers") and the City of Vero Beach, Florida (the "City'), hereinafter the "Parking Lease", and the real estate subject to the Parking Lease described in Exhibit "A" attached hereto, hereinafter the 'Parking Property". NOW THEREFORE, for 510.00 and other good and sufficient consideration, exchanged among the parties, and the receipt of which is hereby acknowledged, the parties as of the date of execution of this Estoppel Certificate ("Certificate") respectively acknowledge, state and confirm that the following statements are true and correct: (1) The City and County represent and confirm to MiLB that there is no claim or default under the Parking Lease and that the Parking Lease remains in full force and effect. (2) The City acknowledges that MiLB and the County concurrently have entered into a Facility Lease Agreement that includes, in part, the Parking Property, and that the City consents and agrees with the provisions of Section 6.05 thereof and will recognize MiLB as the successor to the County under the Parking Lease in all respects thereto. (3) The parties acknowledge, ratify and confirm that the Parking Lease is and at all times shall remain subject to, subservient, and subordinate in terms and conditions of the Facility Lease Agreement between the County and MiLB and that the reference to the Facility Lease Agreement in the Parking Lease shall hereafter be deemed to refer to the Facility Lease Agreement between the County and MiLB. (4) In the event of any conflict whatsoever among the terms and conditions of the Facility Lease Agreement between the County and MiLB and the terms and conditions of the Parking Lease, the terms and conditions of the Facility Lease Agreement between the County and MiLB shall supersede, govern over, and control the terms and conditions of the Parking Lease. (5) The City confirms and covenants to the County and MiLB not to do or commit to be done any act or thing which will constitute a breach or violation of any of the terms, covenants, conditions or provisions of the Facility Lease Agreement between the County and MiLB.