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"Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s).
<br />The Landlord hereby agrees to execute and return to Tenant an original Memorandum of License in the
<br />form and of the substance attached hereto as Exhibit B and by this reference made a part hereof (the
<br />"Memorandum") executed by Landlord, together with any applicable forms needed to record the
<br />Memorandum, which forms shall be supplied by Tenant to Landlord.
<br />3. Rent and Escalation. The Parties hereby acknowledge and agree that all applicable increases and
<br />escalations to the rental payments under the License (the "Rent") shall continue in full force and effect
<br />through the New Renewal Term(s). Notwithstanding anything to the contrary contained in the License,
<br />all Rent and any other payments expressly required to be paid by Tenant to Landlord under the License
<br />and this Amendment shall be paid to Indian River County.
<br />4. Landlord and Tenant Acknowledgments. Except as modified herein, the License and all provisions
<br />contained therein remain in full force and effect and are hereby ratified and affirmed.
<br />Landlord Statements. Landlord hereby represents and warrants to Tenant that: (i) to the extent
<br />applicable, Landlord is duly organized, validly existing, and in good standing in the jurisdiction in which
<br />Landlord was organized, formed, or incorporated, as applicable, and is otherwise in good standing and
<br />authorized to transact business in each other jurisdiction in which such qualifications are required; (ii)
<br />Landlord has the full power and authority to enter into and perform its obligations under this
<br />Amendment, and, to the extent applicable, the person(s) executing this Amendment on behalf of
<br />Landlord, have the authority to enter into and deliver this Amendment on behalf of Landlord; (iii) no
<br />consent, authorization, order, or approval of, or filing or registration with, any governmental authority or
<br />other person or entity is required for the execution and delivery by Landlord of this Amendment; (iv)
<br />Landlord is the sole owner of the Licensed Premises and all other portions of the Parent Parcel; and (v)
<br />there are no agreements, liens, encumbrances, claims, claims of lien, proceedings, or other matters
<br />(whether filed or recorded in the applicable public records or not) related to, encumbering, asserted
<br />against, threatened against, and/or pending with respect to the Licensed Premises or any other portion
<br />of the Parent Parcel which do or could (now or any time in the future) adversely impact, limit, and/or
<br />impair Tenant's rights under the License, as amended and modified by this Amendment. The
<br />representations and warranties of Landlord made in this Section shall survive the execution and delivery
<br />of this Amendment. Landlord hereby does and agrees to indemnify Tenant for any damages, losses,
<br />costs, fees, expenses, or charges of any kind sustained or incurred by Tenant as a result of the breach of
<br />the representations and warranties made herein or if any of the representations and warranties made
<br />herein prove to be untrue. The aforementioned indemnification shall survive the execution and delivery
<br />of this Amendment.
<br />6. Notices. All notices must be in writing and shall be valid upon receipt when delivered by hand, by
<br />nationally recognized courier service, or by First Class United States Mail, certified, return receipt
<br />requested to the addresses set forth herein: to Landlord at: 180127th Street, Vero Beach, FL 32960; to
<br />Tenant at: Attn: Land Management 10 Presidential Way, Woburn, MA 01801, with copy to: Attn Legal
<br />Dept., 116 Huntington Avenue, Boston, MA 02116. Any of the Parties, by thirty (30) days prior written
<br />notice to the others in the manner provided herein, may designate one or more different notice
<br />addresses from those set forth above. Refusal to accept delivery of any notice or the inability to deliver
<br />any notice because of a changed address for which no notice was given as required herein, shall be
<br />deemed to be receipt of any such notice.
<br />7. Counterparts. This Amendment may be executed in several counterparts, each of which when so
<br />executed and delivered, shall be deemed an original and all of which, when taken together, shall
<br />constitute one and the same instrument, even though all Parties are not signatories to the original or the
<br />Site No: 370764
<br />Site Name: Vero Beach Ring, FL
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