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Contract - Kalahari / KR CC Inc - 10/26/2023 COLLATERAL ASSIGNMENT F ECONOMIC DEVELOPMENT PROGRAM AGREEMENT THIS COLLATERAL ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Assignment") is executed by ISR Acquisitions LLC, a Delaware limited liability company (the "Developer"), and KR CC, INC., a Delaware corporation (the "Tenant,"and together with the Developer,the"Assignor") fothe benefit f Baric ofWisconsin Dells, its successors and assigns (the "Lender") as of $ 2023. RECITALS: A. Assignor has executed and delivered to Lender that certain Promissory Note dated as of even date herewith as such document has been and may be modified, amended, supplemented r restated from time to time, the "Note" in the amount of$400,000,000.00 for purposes of refinancing existing debt with Lender and extending additional credit to Borrower,in connection with a 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 of approximately 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 waterprl , including related space and an outdoor waterpar , built on certain real property located in Williamson County,Texas the"Project"). B. The Note is secured by a Leasehold Deed of Trust and Security Agreement and Fixture Filing Statement executed by Assignor and delivered to Lender dated as of even date herewith (as such document may be modified, amended, supplemented or restated from time to time, the "Peed of Trust"'), and by certain other agreements, assignments and otter documents which evidence, secure or otherwise reference the Note (the "'LoanDocuments"' . C. As additional collateral for the Dote, Lender "las required Assignor to enter into this Assignment. AGREEMENTS: NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which 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 in equity), title and interest in and to a all rights (but not the obligations) under a development agreement more particularly described on Exhibit as such agreement may be modified, amended, supplemented or restated from titre to time,the"'D evel o ent A greement" , 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 ent 1 greement. 1 Bank of Wiscon.=in DellsfKatahan]found lock Tx(2023) Fxecutton Copy https.;scalawadmin mfr spar point comJper onaVrose scalaw comli)vcumentslDe ktop' :ollat ral Assignment of Economic Development Program Agmement(048L9974-30D882)a 35918626 2(003)docx 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 of the other Loan Documents. It is the intention hereby to establish an absolute transfer and present assignment 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 terns and conditions in Lender's discretion as Lender may determine,with the same rights,powers and benefits its as the undersigned would have under such Development Agreement. Although it is the intention of the parties that this assignment shall be a present assignment,the Lender shall not exercise any of the rights and powers conferred upon it herein until and unless an Event of Default shall occur under the terms of the Dote or the Loan Documents. This Assignment may be amended only by a writing signed on behalf of each party. N 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 warier 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 of the Assignor) and shall inure to the benefit ofthe Lender and all future holders of any instrument evidencing the obligations of Assignor and its respective successors and assigns. This instrument shall also remain in full force and effect during the pendency ofany 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 tenns 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 of Section 7. of the Loan Agreement between Lender and Assignor dated as of the date hereof("'Loan geemrpt" . If any provisions ofthis Assignment are prohibited by or determined to be invalid under applicable law, such provisions shall be ineffective to the extent ofsuch prohibitions or invalidity without invalidating the remainder of such provisions or the remaining provisions of this Assignment. [Execution Page Follows] Bank of Wisconsin Dells/Kalahan bound Dock TX(2023) Execution Copy https:�iscrrla►wadmin-mfr.sharepoint.conVpersonaVrose scrrlaw conlDocuments/Desktopl ollateral Assignment of Economic Development Program Agreement(04819974-3x D 2)-35918626,2 003).docx This Assignment is dated as of the date first stated above. ISR CC, INC., a Delaware corporation By: _ Todd R. Nelsons President KR ACQUISI'T'IONS LLC, a Delaware limited liability company Todd R.Nelson, President Signature Page—Coll.Assign, Econ,Deer, -Assignor Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution COPY https://scrrlawadmin-mfr.sharepoint.com/personaVrose..,, crria ._comlDocum nts/De top/ olinteras Assignment of Economic Development Program Agreement(04819974-3x9D88 -35918626.2 003).docx ACCEPTED BY LENDER, BAIT OF WISCONSIN DELLS By. Felly Bauer, Senior Vice President Signature Page-Coll.Assign. Econ. Dv. -Consent by RRTEDC Bank of Wisconsin Dells/Kalahari Round Rock TX(2023) Execution Copy https:flscrrlawa+Amin-m .sharepoint.conVpersonallrose-scrrlaw romfDocuments/Desktop/ ollateral Assignment of Economic Development Program Agreement(04819974-3x9D 82)-35918626.2 00 .docx EXHIBIT Description of Development Agreement 1. Economic Development Program Agreement dated effective as of December 15, 201 by and among the City of Round Rock, Texas (the ".Cily"), a home rule city organized under the laws of the Mate of Texas, the Round nd I oel 'Transportation and Economic Development Corporation,a"Type B corporation"created under the authority of Chapter o 1, Texas Focal Government Code (the 'TED Co ."), ISR Acquisitions LLC, Delaware limited liability company (the "Develo cr" , and ISR CC, INC., a Delaware corporation (the "Tenant"'). Signature Page Cott.Assign. Econ, I ev. . Consent by RRTED Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution Copy https:/fscrrlawadmin-my.sharepoint.conVpersonal/rose scrrla►w comlDoewnent&tDe ktop/ olla►teral Assignment of Economic Development Program Agreement(04819974-3x D 2)-35918626.2 003 .docx CONSENT The undersigned, City of Round Rock, Texas, party to the Development Agreement described herein, hereby consents to this Collateral Assignment of Economic Development Program 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,K, TEXAS, a home rule city and municipal corporation r 4 By: orgy aor Crai g/ Date: APPROVED as to form: Stephanie L. Sandre, City Attorney CONSENTS CONTINUE ON NEXT PAGE FOLLOWING Signature Page Coll. Assign. Econ. Deer. Consent by RRTD Bank of Wisconsin Dells/Kalahari bound Rock TQC(2023) Execution Copy https.iscrrlavwradmLn-my. harepomt.conVpersonal/rosc scrrlavwr comtDocum ntslDes top! oilateral Assignment of Economic Development Program Agreement(04819974 3x9D ) 35918626.2(003)docx CONSENT The undersigned, Round Rock Transportation and Economic Development Corporation, party to the Development Agreement dsrilved herein, hereby consents to this Collateral Assignment of Economic Development Program 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. ROUND ROCK TRANSPORTATION Al l ECONOMIC DEVELOPMENT CORPORATION • Rene Flores, President Date: APPROVED as to form: Stephanie L. Sandre, Corporation's Attorney Signature Page--Coll. Assign. Econ. Dev. Consent by RRTED Bank of Wisconsin Dells/Kalahari Round Rock T (2023) Execution Copy https://serrlawadmin-mfr.shampoint.otn/personaUrose'scrrlaw—co lDocu ents/Desktop'Collateral Assignment of Economic Development Program Agreement(041 19974- x9D 8 2 -35918626. 00 .docx CONSENT The undersigned, Round Rock Transportation and Economic Development elopment Corporation, party to the Development Agreement described herein, hereby consents to this Collateral Assignment of Economic Development Program 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. ROUND ROCK TRANSPORTATION AND ECONOMIC DEV LOPME T Coles 'MON By- enc Flores, Frei ent Date. APPROVED as to Form: Stephanie L. Sandre, Corporation's Attorney Signature Page Coll. Assign. Econ. De . Consent by RRTEDC Bank of Wisconsin Dells/Kalahari Round Rock TX(2023) Execution Copy haps://scrrlawadmin-my.sharepoint.co 1personallrosecrrlaw comfDocumentsfDesktop/Collateral Assignment of Economic Development Program Agreement(04819974- x9D8 )-35918626.2 003).docx