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LANDLORD'S CONSENT AGREEMENT <br />(ATTORNMENT) <br />This agreement and consent is made effective the 10th day of September, 2007, <br />between the CITY OF PARIS, (herein called "Owner") a municipal corporation of Paris, <br />Texas, whose address is P.O. Box 9037, Paris, Texas 75461, and FIRST FEDERAL <br />COMMUNITY BANK (herein called "Mortgagee"), whose address is 630 Clarksville Street, <br />Paris, Texas 75460 and THE RED RIVER VALLEY FAIR ASSOCIATION, INC., a Texas <br />Corporation, whose address is P. 0. Box 964, Paris, Texas 75461. <br />WHEREAS, the Owner is the Lessor in one certain lease agreement, a copy of <br />which is attached hereto and marked Exhibit "A", and is the owner of the real property <br />described therein; and <br />WHEREAS, Red River Valley Fair Association, Inc. is the Lessee in said lease; and <br />WHEREAS, Lessee has requested Mortgagee to make a loan to Lessee in the <br />amount of $125,000.00, and take as security for its note (herein called "Note") a deed of <br />trust lien on its leasehold interest in the real property described on said Exhibit "B" <br />attached hereto; and <br />WHEREAS, Mortgagee is willing to make said loan and take said security only in <br />the event Owner will consent to the terms of this Agreement; and <br />WHEREAS, Owner is willing to consent and agree to the terms hereof so that said <br />loan may be made to Lessee. <br />-~- <br />EXHIBIT .~. <br />