AGREEMENT FOR SUBORDINATION OF LANDLORD S LIEN. City of Georgetown, a Texas home rule municipal corporation

Transcription

1 AGREEMENT FOR SUBORDINATION OF LANDLORD S LIEN Lender: Landlord: Tenant: First-Citizens Bank & Trust Company City of Georgetown, a Texas home rule municipal corporation Greater Georgetown Area Chamber of Commerce, a501(c)(6), a Texas non-profit corporation Premises: Leasehold estate created by Ground Lease dated October 23, 2007, by and between City of Georgetown and Greater Georgetown Area Chamber of Commerce, as set out in Memorandum of Lease recorded under Document No , Official Public Records, Williamson County, Texas, in and to 1.88 acres of land, more or less, out of the Nicholas Porter Survey, Abstract No. 497 in Williamson County, Texas, and being more fully described by metes and bounds in Exhibit A attached hereto and made a part hereof for all purposes. RECITALS A. Landlord currently leases the Premises to Tenant. B. Tenant desires to borrow up to Five Hundred Twenty Five Thousand Dollars and No Cents ($525,000.00) from Lender in order to refinance a Note in the original principal amount of Six Hundred Forty Thousand Dollars and No Cents ($640,000.00) dated December 12, 2008 between Extraco Bank, a state chartered banking association, and Tenant as borrower (the Loan ). C. To secure the aforementioned Loan, Tenant desires to grant to Lender a security interest in certain inventory, equipment and other personal property owned by Tenant located, or to be located, in or at or associated with the Premises, and all products and proceeds thereof, and have requested that Landlord subordinate any lien rights Landlord has or may have to such collateral to Lender s security interest. D. Landlord is willing to so subordinate any lien rights it has or may have to such collateral on and subject to the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements of the parties as hereinafter set forth, and other good and Page 1 of 7

2 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Landlord does hereby agree that any presently existing or future landlord's lien or liens (whether arising by contract or by statute) that may exist as a result of the lease of the Premises to Tenant with respect to Tenant's personal property located on the Premises, including Tenant's equipment and inventory, (the " Collateral") shall be, and the same are hereby made, subordinate, subject to and inferior to any properly perfected security interest or liens now or hereafter held by Lender with respect to the Collateral to secure the Loan from Lender, on and subject to the conditions and limitations hereinafter set forth. 2. Notwithstanding anything to the contrary herein contained, under no circumstances shall the foregoing subordination apply to any leasehold improvements or fixtures located on the Premises. Landlord does further agree that in the event Lender becomes entitled to possession of all or any part of the Collateral located on the Premises, Lender shall have the right, subject to the provisions hereinafter set forth, to enter the Premises in order to remove the Collateral, free of any liens or claims of Landlord. 3. In partial consideration for the agreements of Landlord set forth above, Lender agrees as follows: a. Lender agrees to give Landlord at least five (5) days advance written notice of any entry upon the Premises by Lender, or its agent, employees or representatives, for the purpose of removing any item of the Collateral. Lender shall provide Landlord, or Landlord s representative, a list of all items of the Collateral removed from the Premises at the time of such removal. b. Lender agrees to remove the Collateral from the Premises in such manner as will cause no damage to the Premises, and shall promptly repair, or be responsible for the cost to repair, any damage to the Premises or any other property of Landlord caused by such removal. Lender further agrees to defend, indemnify and hold Landlord, the Premises, and the property of which the Premises are a part harmless from any and all damages, loss, cost, expense, or lien, or from any claim or cause of action whatsoever, whether by tenant or any third party, arising out of or in connection with the removal of the Collateral from the Premises. Page 2 of 7

3 c. Lender acknowledges and agrees that Landlord's subordination of its landlord s liens hereunder is made with respect only to the Collateral and to no other personal property of Tenant, nor to the Premises, fixtures, improvements or any property owned by Landlord. 4. Each party represents and warrants to the other parties that such party has full power and authority to execute this Agreement. This Agreement shall inure to the benefit of and shall be binding upon, each party hereto and their respective heirs, legal representatives, successors and assigns. 5. Any notice required or permitted hereunder shall be deemed given and received on the first to occur of the following: (i) actual receipt by the party to be notified, or (ii) two (2) business days after the deposit of such notice, registered mail, return receipt requested, postage prepaid, addressed to the party to be notified at the following address, or such other address as the parties may designate from time to time in writing by notice to the other parry hereto: If to Landlord: P.O. Box 409, Georgetown, Texas E. 8th Street, Georgetown, Texas Attn: City Manager If to Lender: First-Citizens Bank & Trust Company P.O. Box Raleigh, North Carolina ATTN: Loan Servicing Department DAC20 6. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties agree that this Agreement may be transmitted between them by facsimile machine. The parties intend that faxed signatures constitute original signatures, and that a faxed Agreement containing the signatures (original or faxed) of all the parties is binding upon the parties. This Agreement shall be governed by the laws of the State of Texas. Executed by each party on the date set forth below such party's signature to be effective upon the date the last either party so signs this Agreement. Page 3 of 7

4 LANDLORD: City of Georgetown, a Texas home rule municipal corporation Name: Dale Ross Title: Mayor Date ATTEST: Shelley Nowling, City Secretary APPROVED AS TO FORM: Charlie McNabb, City Attorney Page 4 of 7

5 TENANT: Greater Georgetown Area Chamber of Commerce, a Texas non-profit corporation Name: Randy Hartford Title: Chairman of the Board Name: Todd Jackson Title: Chair-Elect Name: Karen Sheldon Title: President Name: Carlette Litterst Title: Treasurer, 2017, by Dale Ross, Mayor of CITY OF GEORGETOWN, Texas, a Texas home rule municipal corporation, on behalf of said corporation. Page 5 of 7

6 , 2017, by Randy Hartford, Chairman of GREATER GEORGETOWN, 2017, by Todd Jackson, Chair-Elect of GREATER GEORGETOWN, 2017, by Karen Sheldon, President of GREATER GEORGETOWN, 2017, by Carlette Litterst, Treasurer of GREATER GEORGETOWN Page 6 of 7

7 EXHIBIT A Page 7 of 7