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as amended.
<br />Section 6. MAINTENANCE COST SHARING
<br />This Amendment shall not after COUNTY s rights or obligations as to FECR, except that
<br />for a period of 14 years from the date BRIGHTLINE begins passenger revenue operations from
<br />West Palm Beach to Orlando (the "14 -year period"), COUNTY and BRIGHTLINE shall share
<br />responsibility for paying COUNTY's road surface, signal, and other crossing maintenance and
<br />rehabilitation costs, as follows: COUNTY shall pay up to $ of the total amount invoiced
<br />by FECR for road surface, signal, and other crossing maintenance and rehabilitation costs each
<br />calendar year, and BRIGHTLINE shall pay the balance of such costs; provided, however, that if
<br />COUNTY does not pay its share of such road surface, signal, and other crossing maintenance
<br />and rehabilitation costs as contemplated herein, BRIGHTLINE shall have no responsibility for
<br />paying any portion of such costs for the year in question. For example, if COUNTY were to receive
<br />a total of $ in invoices from FECR in a particular calendar year, COUNTY would be
<br />obligated to pay those invoices in full; but if COUNTY were to receive a total of $ in
<br />invoices from FECR in a particular calendar year, COUNTY would only be obligated to pay
<br />$ and upon such payment, BRIGHTLINE would be obligated to pay the balance due
<br />— $ For each of the first three years after the 14 -year period concludes, COUNTY and
<br />BRIGHTLINE shall share responsibility for paying COUNTY's road surface, signal, and other
<br />crossing maintenance and rehabilitation costs, as follows: COUNTY shall pay up to the average
<br />total amount invoiced by FECR for such costs each year during years 8 through 14 of the 14 -year
<br />period, and BRIGHTLINE shall pay the balance of such costs; provided, however, that if COUNTY
<br />does not pay its share of such costs as contemplated herein, BRIGHTLINE shall have no
<br />responsibility for paying any portion of such costs for the year in question. COUNTY shall remain
<br />solely responsible for paying FECR the applicable license fee for each crossing per year, and:
<br />(i) COUNTY shall not indemnify, defend, or hold harmless BRIGHTLINE for any
<br />reason whatsoever in connection with the License Agreements, as amended,
<br />except as otherwise provided in the Settlement Agreement;
<br />(ii) COUNTY shall not add BRIGHTLINE onto its insurance for any reason whatsoever
<br />in connection with the License Agreements, as amended; and
<br />(iii) COUNTY shall not consent to waive its sovereign immunity for any action that
<br />involves BRIGHTLINE. COUNTY acknowledges that sovereign immunity does not
<br />apply for alleged or actual breaches of express written agreements and
<br />amendments thereto entered by the COUNTY that are duly authorized by its Board
<br />of County Commissioners, including the License Agreements, as amended, and
<br />the Settlement Agreement;
<br />Section 7. THIRD PARTY BENEFICIARY
<br />The Parties agree that BRIGHTLINE shall be a third party beneficiary with respect to the
<br />License Agreements identified in Exhibit A attached hereto, with the right to enforce the terms
<br />and conditions thereof. BRIGHTLINE shall have no greater rights with respect to COUNTY than
<br />FECR has under the License Agreements. Each of the aforesaid License Agreements is hereby
<br />deemed amended to reflect the provisions of this Section 7. This provision shall survive any
<br />expiration or termination of the License Agreements, as amended.
<br />No provision of this Amendment is intended to, or shall be construed to, create any
<br />additional third party beneficiary or to provide any rights to any person or entity not a party to this
<br />Amendment, including but not limited to any citizen or employees of the COUNTY and/or
<br />BRIGHTLINE.
<br />Section 8. CONFLICTS WITH SETTLEMENT AGREEMENT
<br />For avoidance of doubt, as between BRIGHTLINE and COUNTY, in the event of a
<br />conflict between the terms of this Amendment and the Settlement Agreement, the terms of the
<br />Settlement Agreement shall govern.
<br />Section 9. EFFECTIVE DATE AND TERM
<br />9.1 Effective Date. This Amendment will become effective upon approval by the
<br />governing body of the COUNTY and execution by all parties.
<br />9.2 Term. The term of this Amendment will be concurrent with the term of each
<br />License Agreement to which it is applicable.
<br />Section 10. VENUE AND CHOICE OF LAW
<br />The License Agreements, as amended herein, will be governed by the laws of the State
<br />of Florida. Any questions or matters arising under the License Agreements as to validity,
<br />construction, enforcement, performance, or otherwise, shall be determined in accordance with
<br />the laws of the State of Florida. Venue for any action arising out of or in any way related to this
<br />Amendment shall be as provide in the License Agreements.
<br />Section 11. NOTICE
<br />All notices required in the License Agreements, as amended, shall be sent by, hand
<br />delivery or overnight commercial courier. Notices shall be addressed as follows:
<br />To FECR: Attention: Robert Ledoux, VP and General Counsel
<br />Florida East Coast Railway L.L.C.
<br />7411 Fullerton Street, Suite 300
<br />Jacksonville, FL 32256
<br />To BRIGHTLINE: Attention: Patrick Goddard, President
<br />Brigthline Trains LLC
<br />161 NW 6"1 St, Ste. 900
<br />Miami, FL 33136
<br />To COUNTY: Attention:
<br />Section 12.SEVERABILITY
<br />If any term or provision of the License Agreements, as amended, or the application
<br />thereof to any person or circumstances, shall, to any extent, be held invalid or unenforceable,
<br />the remainder of the License Agreements, as amended, or the application of such terms or
<br />provisions, to persons or circumstances other than those as to which it is held invalid or
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