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CONSENT AND WAIVER BY MiLB VERO BEACH, LLC AND NATIONAL <br />ASSOCIATION OF PROFESSIONAL BASEBALL LEAGUES, INC. TO <br />AGREEMENTS <br />As of this 1st day of June, 2011, MiLB Vero Beach, LLC, a Florida limited liability company <br />("MiLB"), in its capacity as tenant under that certain Facility Lease Agreement between MiLB and <br />Indian River County, a political subdivision of the State of Florida ("County"), dated as of May 1, <br />2009, and as a party to related documents, and National Association of Professional Baseball Leagues, <br />Inc., a Florida non-profit corporation ("NAPBL"), in its capacity as Guarantor under that certain <br />Guaranty, dated May 1, 2009, hereby consent to each and every of the following agreements or <br />documents (collectively "Agreements"): <br />1. Property Exchange Agreement, between County and City of Vero Beach, <br />a municipal corporation organized under the laws of the State of Florida <br />("City"), dated as of February 1, 2011, including First Amendment to <br />Property Exchange Agreement, dated as of June 1, 2011; <br />2. Indian River County Board of County Commissioners Resolution No. <br />2011-, entitled A RESOLUTION OF THE BOARD OF COUNTY <br />COMMISSIONERS OF INDIAN RIVER COUNTY GIVING PRIOR <br />CONSENT TO THE DEVELOPMENT OF THE CLOVERLEAF <br />PROPERTY FOR PURPOSES OTHER THAN THE "PERMITTED <br />USE" AS SET FORTH IN THE COLLATERAL DEVELOPMENT <br />AGREEMENT, adopted May 3, 2011; <br />3. First Amendment to Declaration of Covenants, Conditions and <br />Restrictions entered into between County and City, dated as of June 1, <br />2011; <br />4. Termination of Parking Property Lease Agreement entered into between <br />County and City, dated as of June 1, 2011; <br />5. Parking License Agreement entered into between County and City, dated <br />as of June 1, 2011; <br />6. Parking Estoppel Certificate, between City and County, dated as of June 1, <br />2011; and <br />Additionally, NAPBL hereby consents to the following agreement: <br />7. First Amendment to Facility Lease Agreement, between County and <br />MiLB, dated as of June 1, 2011. <br />(collectively "Agreements"). <br />MiLB and NAPBL consent to the Agreements for the purpose of irrevocably memorializing <br />and establishing that MiLB and NAPBL have been provided copies of the Agreements prior to <br />execution by the parties, and MiLB and NAPBL (a) consent to, and have no objection to or <br />C. I UremlpoleyL4ppDaraiLo IMicroofrlWindosITemporary 1Ne tF'k,1OLKCBF5ICONSENTBYMILB VERO BEACH LLC.dx Page I oft <br />