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<br />('()\ SF,V'1' AND VON-DISTURBANCE AGRi:F:IIIENT
<br />This Consent and lion-Disturbance Agreement (this "Agreement"), made: as of the 24`x'
<br />clay of September, 2007, by and ~unong >Vietrupolitan ~atiunal Bank (":Mortgagee''}, ,1QH - S~'1Iv'
<br />~fARCO5 llE~'F.I.OPbtEV"I', LI.C, (""fencult"), and the City of San Marcos, Texas
<br />W1'1'NP;SSETH:
<br />A. Pursuant to that certain Conference Center Lease dated effective as of September
<br />10, 2UU7, by and between Landlord and Tenant (the; "L,ease"), a true, correct and complete copy
<br />of which has been furnished to Mortgagee, Landlord has leased and demised to Tenant and
<br />Tenant has leased and taken from Landlord the real estate described in Exhibit A attached hereto
<br />and incorporated herein (such land so leased and demised to 'tenant being hereinafter sometimes
<br />referred to as the `'Demised Premises");
<br />B. Pursuant to that certain Master Development Agreement dated effective as of
<br />March 6, ?OU6 (as amended by the First Amendment dated effective as of September 14, 2006,
<br />the Second Amendment dated effective as of October 3, 2006, and the Third Amendment dated
<br />effective as of November 9, 2U06), by and bctw~een Landlord and Tenant (the ` .tiiUA"), a true,
<br />correct and complete copy of which has been furnished to Mortgagee, Landlord and "tenant
<br />agreed to construct and operate a hotel and conference center project, the hotel to be constnlcted
<br />on real estate owned by Tenant as more particularly described in Exhibit B attached hereto acid
<br />incorporated herein (the "Hotel Site") and the conference center to be constnlcted on the
<br />Demised Premises;
<br />G. Mortgagee has made a loan to Tenant secured by a first mortgage upon the hotel
<br />Site and "Tenant's leasehold interest in the Demised Premises (collectively, the "Property") in the
<br />form of that certain Construction Deed of "I'nist, Leasehold Deed of Tntst, Fixture Filing, and
<br />Security Agreement, dated September 24, 2007, naming Tenant as "Grantor" and Mortgagee as
<br />"Lender" (the "iV1orlgage"}, a true, correct and complete copy of which has been provided to
<br />landlord; and
<br />ll. Landlord, Tenant, and Mortgagee are willing to enter into this Agreement upon
<br />the terms, covenants and conditions contained herein;
<br />IYOW, THEREFORF,, inconsideration of the foregoing premises and the covenants and
<br />a~Ireements hereinafter set forth, the parties hereto mutually covenant and agree as ti~llows:
<br />1. Cbnscnt to Mortgage and Subordination. Subject to the terms and conditions
<br />hereof, I.undlurd acknowledges and consents to Tenant's granting of a lien on the Property,
<br />pursuant to that certain h~iortgage identified in the third recital hereof. Notwithstanding
<br />[.andlord's consent, it is agreed that I.andlurd's interest in the llemised Premises, the
<br />improvements constncted by Landlord thereon, and the Lease itself; and the terms and
<br />conditions cif the l.case (including without limitation, those dealing with insurance and
<br />condemnation proceeds) shall be paramount and superior to the rights of Mortgagee to the
<br />1=isl,tin.
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