Contract - Kalahari / KR Acquisitions LLC, KR CC Inc - 10/26/2023 (2) COLLATERAL AL ASSIGNMENT
OF MASTERDEVELOPMENTAGREEMENT
THIS COLLATERAL ASSIGNMENT OF MASTER DEVELOPMENT AGREEMENT
("Assi ment" is executed by KR Acquisitions LLC,a Delaware limited liability company(the
"Tevelo a-"), and ISR CC, INC., a Delaware corporation (the "Tenant,'l and together with the
Developer,the"Assignor")for the benefit of BankWisconsin Dells,its successors and assigns
(the"'Lender") as of 12023.
RECITALS;
A. Assignor has executed and delivered to Lender a Promissory Note dated as of even date
herewith as such document has been and may be modified, amended, supplemented or restated
from time to time, the "Dote*' in the amount of$400,000,000.00 for purposes of refinancing
existing debt with Leader and extending additional credit to Borrower, in connection with
Kalahari resort which includes approximately 975 hotel rooms, multiple restaurants and other
food and beverage locations, retail stores, over 2,500 parking spaces, a publicly owned
convention center ofapproximately 190,000 square feet, including related space, approximately
90,000 square feet of family entertainment center, including related space, in excess of 200,000
square feet of indoor waterpark, including related space and ars outdoor wter arl , built on
certain real property located in Williamson County,Texas(the 'Tr o*ect"' .
B. The Note is secured, inter alfa, by a Leasehold Deed of Trust and Security Agreement
and Fixture Filing Statement executed by Assignor and delivered to Lender dated as of even cyte
herewith as such document may be modified, amended, supplemented or restated from time to
time, the "Deed of Trust"'), and by certain other agreements, assignments and other documents
which evidence, secure or otherwise reference the Mote(the"'Loan Documents"').
C. As additional collateral for the Note, Lender has rewired Assignor to eater into this
Assignment.
AGREEMENTS:
NOW THEREFORE, FOR VALUABLE., CONSIDERATION, the receipt and
sufficiency ciency o chic is hereby acknowledged, and in consideration of the recitals set forth
above,the Assignor,hereby collaterally pledges,assigns,and transfers to the Lender,and grants
to Lender a security interest in all of the Assignor's rights, remedies at law or to equity), title
and interest in and to a all rights (but not the obligations) under a development agreement
more particularly described on Exhibit A as such agreement may be modified, amended,
supplemented or restated from time to time, the "Development Agreement""), (b) all
agreements, documents, certificates, instruments and other materials relating to the
Development Agreement, and c all proceeds of and other rights in connection with the
Development Agreement.
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This Assignment is made pursuant to and subject to the terms, conditions,
representations and warranties under certain agreements and documents between the Assignor
and the Lender and is in addition to, and not in limitation of,any ofthe other Loan Documents.
It is the intention hereby to establish an absolute transfer and present assignnt to the
Lender. The Assignor hereby irrevocably appoints the Lender its true and lawful attorney-in-
fact in the Assignor's name and place to take such actions upon such terins and conditions in
Lender's discretion as Lender may determine, with the same rights,powers and benefits as the
undersigned would have under such Development pment Agreement. Although it is the intention of
the parties that this assignment shall be a present assignment, the Lender shall not exercise any
f the rights and powers conferred upon it herein until and unless an Event of Default shall
occur under the terms of the Note or the Loan Documents.
This Assignment may be amended only by a writing signed on behalf of each party.
No waiver of any provision, right or remedy herein contained on any one occasion shall be
construed as a bar to or waiver of any such right or remedy on any future occasion. No waiver
shall be deemed to have been made, unless such waiver is in writing specifying the specific
waiver and signed by an authorized officer of the Lender. This Assignment shall be binding
upon the successors and assigns of the Assignor(including any debtor-in-possession on behalf
f the Assignor) and shall inure to the benefit ofthe Lender and all future holders ofany
instrument evidencing the obligations ofAssignor and its respective successors and assigns.
This instrument shall also remain in full force and effect during the pendency of any collection
proceedings. The Lender may take security in addition to the security already given Lender for
the payments of the principal and interest provided to be paid in or by Assignor's obligation s
under the Note or the Loan Documents or release such other security,and may release any party
primarily or secondarily liable on the obligations of Assignor under the Note and the Loan
Documents, may grant or make extensions, renewals, modifications, or indulgences with
respect to the Assignor's obligations under the Note, the Loan Documents or any security
instrument and replacements thereof, which replacement of the Assignor's obligations under
the Note,the Loan Documents or security instrument may be on the same or on terms different
from the present terms of such obligations, and may apply any other security thereof held by it
to the satisfaction of such obligations without prejudice to any of its rights hereunder. This
Assignment has been negotiated and shall be construed and governed in accordance with the
provisions ofSection 7.5 ofthe Loan Agreement between Lender and Assignor dated as of the
date hereof "Loan Agreement" . If any provisions of this Assignment are prohibited by or
determined to be invalid under applicable law,such provisions shall be ineffective to the extent
f such prohibitions or invalidity without invalidating the remainder of such provisions or the
remaining provisions ofthis Assignment.
[Execution page Follows]
2
Sank of Wisconsin DellsfKalahari found lock TJX(2023) Execution Copy
http l/scrrlawadmin-my harepoint.comlpersonaVrose scrrlaw comfDocuments/De ktopl ollateral A sipment of Master Development
Agreement(04819971-3xD88 -3591 8625.2 00 .docx
This Assignment is dated as of the date first stated alcove.
ASSIGNOR:
ISR CC, INC., a Delaware corporation
y:
Todd R.Nelson, President
KR ACQUISITIONS LLC, a Delaware limited
liability company
By:
Todd R.Nelson, President
Signature Page Coll.Assign. Master D v. Agmt. -Assignor
Sank of Wisconsin Dells/Kalahari bound Rock 1' (2023) Execution Copy
ttps: scar aw mrn-m .sharepoint.comlperonallrosea.
crrlaw 111 coni/Doc tunents/Desktop/ ollateral Assignment of Master Development
Agreement(04819971- x9D )-35918625.2 003 .docx
ACCEPTED BY LENDER:
BANK OF WISCONSIN DELLS
y+
Kelly Bauer, Senior Vice President
Signature Page-Coll. Assign.Master Deer. Agmt. -Lender
Bank of Wisconsin Dells/Kalahari bound Rock T (2023) Execution Copy
https://scrrlawadmin-my.sharepoint.com/personaVrose...scfflaw coni Document/Desktopf ollateral Assignment of Master Development
Agreement(04819971-3x9D8 )-35918625.2 00 .docx
EXHIBIT
Description of Development Agreement
1. Master Development Agreement dated effective as of December 15,2016 y and among
the City of Round Rock, Texas (the ' " , a borne rule city organized under the laws
of the State of Texas, the Round Rock Transportation and Economic Development
Corporation, a "Type B corporation" created under the authority of Chapter 501, Texas
Local Government Code (the "TED Corp."), ISR Acquisitions LLC, a Delaware limited
liability company (the "Developer"), and ISR CC, INC., a Delaware corporation (the
"Tenant").
Signature Page Coll. Assign.Baster Dev. Agmt. -Lender
Bank of Wisconsin Dells/Kalahari hound Rock TX(2023) Execution Copy
https:lfscrria admin-m .sharepo nt.comlpersonaVrose scrrlaw conVDocu ents/Desktopl oIlateral Assignment of Master Development
Agreement(0481997!-3x D882)-35918625.2 003).docx
CONSENT
The undersigned, City of Round Rock,, Texas, party to the Development Agreement described
herein, hereby consents to this Collateral Assignment of Master Development Agreement and
agrees, in the event Lender exercises its remedies under the Loan Documents, Lender shall have
the rights of Assignor under the Development Agreement.
CITY OF ROUND ROCK,TEXAS,
a home rule city and municipal corporation
m
u
By: 4
0 ao M- org Mayor
I
Date:
APPROVED as to faun:
Stephanie L. Sandr , City Attorney
CONSENTS CONTINUE ON NEXT PAGE FOLLOWING
Signature Page-Coll. Assign. Master D v. Agmt■ -Consent by City
Bank of Wisconsin Dells/Kalahari bound Rock TQC(2023) Execution Copy
https://serriawadmin-my.sbareWint.com/personaUrusc scala corn/Documents/Desktop/Coll ate ml Assignment of Master Development
Agreement(04819971-3x D882)-35918625.2(003).dock
CONSENT
The undersigned, bound Rock Transportation and Economic Development Corporation, part}
to the Development Agreement described herein, hereby consents to this Collateral Assignment
of Master Development Agreement and agrees, in the event Leader exercises its remedies and r
the Loan Documents, Lender shall have the rights ofAssignor under the Development
Agreement.
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPMENT
CORP RATION
r
ene Flores, Free'
Date.
APPROVED as to form:
Stephanie L. Sandre, Corporation's Attorney
Signature Page Coll. Assign. Master Dev. A mt. -Consent by RRTEDC
Bank of Wi sconstn Del IY alahan Round Rock"T (2023) Execution Copy
https'!`scrrfawadmin mfr sharepoint co nVp e rsonaVrose scrrlaw conif ocumcnt/Dcsktop- oIIateral Assignment of Master Development
Agreement 04 1 9 1-3x9D )-35918625 2(003).docx