CM-08-12-288LANDLORD'S CONSENT AND AGREEMENT
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THIS LANDLORD'S CONSENT AND AGREEMENT(this "Agreement')made December
� , 2008, by
City of Round Rock, Texas, 221 E. Main Street, Round Rock, Texas 78664 ("Landlord") in favor of
Wachovia Bank, National Association, 98 San Jacinto Blvd., Suite 850, Austin, Texas ("Bank").
WHEREAS, Landlord is the owner and holder of fee simple title in and to that certain tract of land and the
improvements, if any, situated thereon (the "Land") located at located at 3400 East Palm Valley Blvd. in
the City of Round Rock, County of Williamson and State of Texas, as more particularly described in that
certain Convention Center Complex Lease Agreement dated January 20, 1999 by and between Landlord
and Ryan Sanders Ryan, Inc. ("Original Lessee") (as it may be amended or modified, the "Lease")
pursuant to which Landlord leased the Land and other Leased Premises (as that term is defined in the
Lease) to Original Lessee, which Lease has been assigned by Original Lessee to Round Rock Baseball
Club, Inc. ("RRBC") and assigned by RRBC to Round Rock Baseball Club, L.P., a Texas limited
partnership ("Borrower"); and
WHEREAS, Borrower has encumbered all of Borrower's right, title and interest in and to the Lease and
Leased Premises in favor of Bank, pursuant to that certain Second Lien Leasehold Deed of Trust of even
date herewith ("Deed of Trust"), to secure the Obligations described in the Deed of Trust (collectively, the
"Obiiaations"); and
WHEREAS, Borrower owns certain personal property and fixtures located on or affixed to the Leased
Premises; and
WHEREAS, Borrower has pledged, pursuant to the Security Agreement of even date herewith by and
between Bank and Borrower (the "Security Agreement"), as security for the Obligations, certain personal
property and fixtures owned by Borrower and now or hereafter located on or affixed to the Leased
Premises and all other personal property and fixtures of Borrower of every kind and nature including,
without limitation, all accounts, equipment, accessions, fixtures, inventory, chattel paper, instruments,
investment property, documents, letter -of -credit rights, deposit accounts and general intangibles,
wherever located (collectively, the "Borrower Property"); and
WHEREAS, the agreement(s) between Bank and Borrower require that Bank's security interest in Debtor
Property be senior to any other liens; and
WHEREAS, the Bank has required that Landlord execute this Agreement in conjunction with the Deed of
Trust and Security Agreement;
NOW, THEREFORE, in order to induce Bank to extend or maintain the credit described in its
agreement(s) with Borrower, and for other good and valuable consideration, Landlord and Bank hereby
agree as follows:
Consent. Landlord hereby consents to the Deed of Trust and Security Agreement executed and
delivered by Borrower pursuant to which Borrower encumbers all of Borrower's interest in, to and under
the Lease, the Leased Premises and the Borrower Property as security for the Obligations. in giving such
consent Landlord does not release, waive or subordinate any of Landlord's rights with respect to the
Leased Premises or any of the Borrower Property, including, without limitation, any lien rights Landlord
may have in the Leased Premises or Borrower Property to secure performance of Borrower's obligations
under the Lease or any ownership rights Landlord may have with respect to the Leased Premises or
Borrower Property upon termination or expiration of the Lease.
Notices to be Provided to Bank. Landlord hereby agrees to furnish to Bank written notice of
default under, and written notice of the exercise of Landlord's right to terminate, the Lease, and a copy of
any other notice provided to Borrower by Landlord under the Lease, concurrently with the furnishing of
the same to Borrower, and agrees that any notice of default under, and any notice of the exercise of its
right to terminate, the Lease shall, from and after the date hereof be deemed ineffective unless and until
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such notice is furnished to Bank. Bank's address for notice shall be the address shown above, unless
changed by written notice to Landlord.
Bank's Right to Cure Defaults under the Lease. If a default occurs under the Lease, Landlord
agrees not to exercise any of the rights and remedies set forth in the Lease, or any remedies provided by
law, unless Landlord has given notice to Bank of such default as provided in the immediately preceding
paragraph and Bank or Borrower fails to cure such default within the period of time allowed for such
default to be cured as provided in the Lease.
Miscellaneous. This Agreement shall benefit and bind the parties hereto and their successors
and assigns and shall benefit any future holder of any indebtedness owed, guaranteed or secured by
Borrower to Bank and secured by Borrower's interest in the Lease, Leased Premises or Borrower
Property. Landlord agrees to make this Agreement known to any transferee of the Leased Premises, and
to cause this Agreement to become part of its Lease file. FINAL AGREEMENT. THIS AGREEMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Subject to the rights and priorities granted to Bank herein, nothing herein shall be deemed to waive or
adversely affect any rights that Landlord may have against Borrower, the Leased Premises or any
Borrower Property. Notices required by this Agreement shall be in writing, and be deemed delivered
upon receipt, to the following addresses:
Bank: Wachovia Bank, National Association
Mail Code VA7628
P. O. Box 13327
Roanoke, VA 24040
Or
Wachovia Bank, National Association
Mall Code VA7628
10 South Jefferson Street
Roanoke, VA 24011
Landlord:
City of Round Rock, Texas
221 E. Main Street
Round Rock, Texas 78664
The above addresses may be changed by written notice as provided herein to the other party. Notices to
Bank must include the mail code.
This Agreement shall remain in full force and effect until the Obligations of Borrower to Bank are paid and
satisfied in full.
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IN WITNESS WHEREOF, Landlord, on the day and year first above written, has caused this
Agreement to be duly executed under seal.
STATE OF TEXAS
Landlord
City of Round Rock, Texas
By:—
Name,t� (J
---..�k:-v1,0 r F— - UJ � ,
Bank
Title:
Wachovia Bank, National Association
By: Q- ht-'
Kara ielder, Senior Vice President
(SEAL)
COUNTY OF WILLIAMSON §
j'" BEFORE ME, the undersignedat4thority, on this day personally appeared
t4M.Q r i2 • M AU (Name) as Ct'ttl N�WG1iiw 4-1-- (Title) of City of Round Rock, Texas,
a Texas municipality, known to me to be the person vhose name Is subscribed to the foregoing
instrument, and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated, and as the act and deed of said municipality.
Given under my hand and seal of office, this they day of December, 2008.
SARA L WHEVE
MY COMMISSION EXPIRES
411,2012
54444A- - (idiVot
Notary Public, State of Texas
My Commission Expires:
545731 (Rev 5.0) Page 3
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STATE OF TEXAS §
COUNTY OF _ U1 §
BEFORE ME, the undersigned authority, on this day personally appeared Kara Felder as Senior
Vice President of Wachovia Bank, National Association, a national banking association, known to me to
be the person whose name Is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed, in the capacity therein
stated, and as the act and deed of said national banking association.
jaat LOO
Given under my hand and seal of office, this the 60 day of ,Deeember; 2008:
595731 (Rev 5.0)
Notary Public Sta f Texas
My Commission Expires: 6P ! L 11 1
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