1997-111-RES WHEREAS, RED RIVER VALLEY FAIR ASSOCIATION HAS REQUESTED CITY COUNCIL

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LANDLORD'S CONSENT AGREEMENT (ATTORNMENT) This agreement and consent is made effective the 29th day of August, 1997, between the CITY OF PARIS, (herein called "Owner") a municipal corporation of Paris, Texas, whose address is P.O. Box 9037, Paris, Texas 75461, and FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF PARIS (herein called "Mortgagee"), whose address is 630 Clarksville Street, Paris, Texas 75460 and THE RED RIVER VALLEY FAIR ASSOCIATION, INC., a Texas Corporation, whose address is P.O.Box 964, Paris, Texas 75461. WHEREAS, the Owner is the Lessor in one certain lease agreement, a copy of which is attached hereto and marked Exhibit A, and is the owner of the real property described therein; and WHEREAS, Red River Valley Fair Association, Inc. is the Lessee in said lease; and WHEREAS, Lessee has requested Mortgagee to make a loan to Lessee in the amount of $250,000.00, and take as security for its note (herein called "Note") a deed of trust lien on its leasehold interest in the real property described on said Exhibit B attached hereto; and WHEREAS, Mortgagee is willing to make said loan and take said security only in the event Owner will consent to the terms ofthis Agreement; and WHEREAS, Owner is willing to consent and agree to the terms hereof so that said loan may be made to Lessee. NOW THEREFORE, Owner agrees as follows: 1) Owner consents to the execution by Lessee ofa deed oftmst to secure the Note, giving to Mortgagee a lien upon the leasehold interest of Lessee in the property described on Exhibit B attached hereto, and consents to the terms thereof. Owner, Lessee and Mortgagee acknowledge that the property described on Exhibit B, is a part of and less than the whole of the property described in the lease attached hereto, but agree that the terms of the said deed of trust, the said lease, and this agreement shall extend to only that property described on Exhibit B attached hereto. Mortgagee shall have no rights under the deed of trust, this agreement or the lease as to any additional property other than the areas of the entire tract which are used for access for ingress, egress and utility purposes to , ~n.A " ,'1