CM-12-07-135LANDLORD'S CONSENT AND AGREEMENT
THIS LANDLORD'S CONSENT AND AGREEMENT (this "Agreement") made
July % , 2012, by City of Round Rock, Texas, 221 E. Main Street, Round Rock,
Texas 78664 ("Landlord") in favor of BOKF NA doing business as Bank of Texas, 5
Houston Center, 1401 McKinney, Suite 1650, Houston, Texas 77010 ("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 3400 and 3434 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 Fee
and Leasehold Deed of Trust, Security Agreement and Assignment of Rents of even
date herewith ("Deed of Trust"), to secure the Obligations described in the Deed of
Trust (collectively, the "Obligations"); 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:
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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.
Non -Disturbance. Landlord shall not disturb Lender or any person or entity
that acquires Tenant's leasehold estate under the Lease at any foreclosure sale
under the Deed of Trust, or by deed -in -lieu thereof (each a "Successor Tenant")
rights of possession to the leasehold interest in the Land in the event that Successor
Tenant acquires title to all or any part of the leasehold interest in the premises
covered by the Lease pursuant to the exercise of any remedy provided for in the
Deed of Trust or a deed, assignment or transfer of such leasehold interest in lieu of
foreclosure, so long as there is thereafter no material default under the Lease by
Successor Tenant.
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
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 riot 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
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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, arid be deemed delivered upon receipt, to the following
addresses:
Bank:
Landlord:
BOKF NA doing business as Bank of Texas
5 Houston Center
1401 McKinney, Suite 1650
Houston, Texas 77010
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.
(Remainder of Page Intentionally Left Blank)
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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
COUNTY OF WILLIAMSON
Landlord
City of Round Rock, Texas
By:
Name: ,"7"51/6"-
Title: e-, .1-C4k-0
BEFORE ME, the undersigned authority on this day personally appeared
U11 (Name) as �h w(�ikiA(4.. - (Title) of City
of Round Rock, Texas, a Texas municipality, knowto 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 municipality.
Given under my hand and seal of office, this, the day of
2012.
APlit, SARA LEIGH WHITE
1*: 4 MY COMMISSION EXPIRES
l{...;t;�= July 11, 2016
1
Notary Public, State of Texas
My Commission Expires:
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STATE OF TEXAS
Ls)
COUNTY OF+lARRtS—
Bank
BOKF NA doing business as Bank of Texas
BEFORE ME, the undersigned autho ity, on this day personally appeared
J _
;ltLLS (Name) as N`�� �f�s; � . �-__ (Title) of
BOKF NA drering business as Bank of Texas, a national 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 de d of said association.
Given under my hand and seal of office, this, the 2 S day of i/l/\ , 2012.
.PugJ, JACWELINE RADO MOONEY
*�Notary Public, State of Texas
E
M Commissionxpires
'4 ;+;- December 01, 2014
Notary
tate of Texas
My Commission Expires:
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