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Assignment of Transferre Agreement, Development Agreement, Rights to Receive STAR Bond Proceeds, CID Reimbursements and Security Agreement ASSIGNMENT OF TRANSFEREE AGREEMENT, DEVELOPMENT AGREEMENT, RIGHTS TO RECEIVE STAR BOND PROCEEDS AND CID REIMBURSEMENTS AND SECURITY AGREEMENT THIS ASSIGNMENT OF TRANSFEREE AGREEMENT, DEVELOPMENT AGREEMENT, RIGHTS TO RECEIVE STAR BOND PROCEEDS AND CID REIMBURSEMENTS AND SECURITY AGREEMENT(this"Aerecmcnt")is made as ofiuly 30,2018,by and between FIB,LLC,a Kansas limited liability company("Borrower"), having an address as set forth in the Loan Agreement (defined below), as assignor and debtor, and AMERICAN STATE BANK & TRUST COMPANY ("Lender"), having an office as set forth in the Loan Agreement,as assignee and secured party. RECITALS: A. CERTAIN CAPI'T'ALIZED WORDS AND TERMS USED HEREIN ARE DEFINED IN SECTION§1 HEREOF;OTHER CAPITALIZED WORDS AND TERMS USED BUT NOT DEFINED IN THIS AGREEMENT ARE USED IN THIS AGREEMENT AS DEFINED IN THE LOAN AGREEMENT. B. Borrower is the owner of certain real property bounded and described as set forth on exhibit A attached hereto and incorporated herein (the "Land-) and the improvements thereon, in Salina, Saline County, Kansas. C. In connection with the redevelopment of certain land located in Salina, Kansas(including the Land),Master Developer and the City entered into the Development Agreement D Borrower has purchased the Land from the Master Developer and the Borrower and the City have entered into the Transferee Agreement. E. Borrower and Lender have entered into the Loan Agreement and other Loan Documents pursuant to which Lender will agree, among other things, to loan to Borrower up to the maximum principal amount of Five Million Nine Hundred Ninety-Five Thousand Nine Hundred Forty-Nine and No1100 Dollars(S5,995,949.00). F. As a condition to Lender's agreement to enter into the Loan Agreement and make the loan to Borrower, Lender has required that Borrower assign to Lender certain rights of Borrower under the Transferee Agreement and the Development Agreement, including all rights of Borrower to complete the Alley Project and to receive disbursements of STAR Bond Proceeds and CID Proceeds to pay the costs of completing the Alley Project, together with the right to receive any other payments, reimbursements and other funds under the Transferee Agreement,under the Development Agreement, or under any other agreement relating to the Alley Project, whether from STAR Bonds issued by the City or from the CID District which are designated or otherwise made available for payment of the costs of completing the Alley Project, all as hereinafter set forth, and Borrower has agreed to do so. AGREEMENTS NOV THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,and in consideration of Lender's agreement to enter into the Loan Agreement and make the loan to Borrower pursuant to the terms thereof, Lender and Borrower agree as follows. 1. Terms Defined. As used in this Agreement, the follow ing words and terms shall have the meanings indicated in this Section,unless the context clearly otherwise requires. (a) "Alley Project" shall mean the "Alley Pmject" as defined in the Development Agreement,as assigned and amended pursuant the Transferee Agreement (b) "Borrower State means the State of Kansas,in which state Borrow er is organized. (c) "Bankruptcy Code"means the provisions of the federal bankruptcy code as now in effect and as the same may hereafter be amended. (d) "Business Records"shall mean all books,records, invoices,statements,computer records and software relating to any part of the Collateral or the Alley Project,and all rights of the Borrower to plans and specifications, designs, drawings, models and other matters prepared for or in connection with any of the Collateral or the Alley Project (but excluding any information protected by attorney-client privilege). (e) "Chief Executive Office"shall mean the place from %%hich the Borrower manages the main pan of its business operations or other alToirs. (f) "CID Act" means the Kansas Community Improvement District Act, K.S.A. 12- 6a-26 et. seq,as amended and supplemented from time to time. (g) "CID District" means the Community Improvement District created by the City and which encompasses the Land and referred to in the Development Agreement as the Alley Pmjcet CID District. (h) "CID Proceeds" means ani and all benefits and funds Borrower is entitled to receive from the CID District pursuant to the Transferee Agreement, the Development Agreement, and/or the Tax District Agreements relating to the construction and development of the Alley Project. (i) "City"means the Cit) of Salina, Kansas. (j) "Code" means the Uniform Commercial Code, as in effect on the date of this Agreement and as the same may be amended from time to time hereafter, of the State of Kansas and all other relevant jurisdictions having jurisdiction with respect to all or any portion of the Collateral from time to time. (k) "Collateral"means all richt, title and interest of Borrower,whether now owned or hereafter acquired, in, to or under any of the following: a. All development and or retletelopment agreements or plans and all related agreements or other arrangements relating to the Land or the Alley Project, or any portion thereof, whether now existing or hercafler entered into, including, without limitation, the Transferee Agreement and the Det elopment Agreement, and any other agreements between the City and Borrower, or any predecessor in interest to Borrower with respect to the Alley Project; b. All Tax District Agreements to the extent(but only to the extent)relating to the Alley Project; c. All rights and benefits accruing to or received by Borrower pursuant to, in connection with, or as a result of having performed improvements relating to the Land or the Alley Project pursuant to or in accordance with, the Transferee Agreement, the Development Agreement or any Tax District Agreements, including It ithout limitation,any rights to crcdits,offsets or reductions in any fees, impositions or assessments otherwise due or payable with respect to the Alley Project or the development thereof; d. All rights of Borrower to receive payments, as reimbursements for costs incurred in connection with the Alley Project (including, without limitation, the STAR Bond Proceeds and CID Proceeds designated to pay the costs of the Alley Project), from the City, the CID District, the STAR Bond District or any other taxing district in which the Alley Project is located, pursuant to the Transferee Agreement, the Development Agreement, any Tax District Agreements or any amendments,extensions and replacements thereof; c. All Business Records and other books, records (in whatever form maintained by or on behalf of the Borrower),copyrights, trade names,trademarks, service marks,goodwill, licenses, franchises,computer programs,manuals, and all intellectual property of any nature or description whatsoever relating in any manner to the Alley Project, the CID District, the STAR Bond District, the Transferee Agreement, the Development Agreement or the Tax District Agreements which relate to the Alley Project or the completion thereof; f. The Collateral Account; and g. All Products and Proceeds of the property described in subsections a through f above. All capitalized terms in this definition of"Collateral" not o►hent ise dclincd herein, shall hat c the meaning git en to such terms by the Code. 3 (I) "Collateral Account" shall mean a bank account maintained with Lender by Borrower, as described in Section §12(f)of this Agreement, whether such account be considered a "deposit account". "general intangible". "investment property"or othert ise. (m) "Collateral Obligor" shall mean an account debtor or other person obligated on Collateral. (n) "Debt" shall mean (1)all indebtedness of Borrower to Lender which is evidenced by the Note,Loan Agreement,and the other Loan Documents whether now existing or hereafter contracted or incurred and whether principal or interest or otherwise, (ii)all reasonable costs and expenses incurred by Lender in the collection of any of the aforementioned indebtedness, including, without limiting the generality of the foregoing.all reasonable attorneys'fees and legal expenses,(iii)all future advances made by Lender for the maintenance, protection, preservation or enforcement of, or realization upon, the Collateral or any portion thereof, or of the Alley Project. including without limiting the generality of the foregoing all advances for storage, transportation charges, taxes, insurance, repairs and the like,(iv)all other amounts that Lender may expend under the provisions of this Security Agreement or the other Loan Documents for the benefit of Borrower, (v) all extensions, renewals, refinancings or refundings of any of the aforementioned indebtedness or obligations in whole or in part, and (%i) any of the foregoing that arise after the filing of a petition by or against Borrower under the Bankruptcy Code,even if the obligations do not accrue because of the automatic stay under Bankruptcy Code Section 362 or otherwise. (o) "Development Agreement" means that certain Development Agreement dated January 23. 2017 by and between the City and the Master Developer for the implementation of certain improvements in Salina, Kansas (including the Alley Project). (p) "Loan Agreement" means that certain Loan Agreement of e%en date herewith. between Lender and Borrow Cr,and any amendments thereto bercafcr made. (q) "Loan Documents" shall mean the Note, and all the other instruments and documents included in the term "Loan Documents" as defined in the Loan Agreement. (r) "Master Developer"means Salina2020. Inc., a Kansas corporation (s) "Mortgaged Property" means the Land. and all real and personal property and rights in property encumbered by,or assigned by,or a security interest in or pledge of w hick is granted by,the Loan Documents (t) "note" mean. colleen'ely the Promissory Note of even date herewith in a maximum principal amount of the $5,995,949.00, made by Borrower to the order 4 of Lender pursuant to the Lean Agreement, and any amendments, modifications, extensions, supplements.refundings and replacements thereof hereafter made. (u) "STAR Bond Act" means the Kansas STAR Bonds Financing Act, K.S.A. 12- 17.160 et. seq,as amended and supplemented from time to time. (%) "STAR Bond District" has the meaning given thereto in the Development Agreement or any other taxing district now or hereafter created under the STAR Bond Act relating to the Alley Project_ (w) "STAR Bond Proceeds"means any and all benefits and funds Ilormwcr is entitled to receive from the City or STAR Bond District or from proceeds of the STAR Bond Bonds(as defined in Section 1.01 of the Development Agreement)pursuant to the Transferee Agreement,the Development Agreement,the STAR Bond Project Plan -Alley Project and/or the Tax District Agreements relating to the construction and development of the Alley Project. (x) STAR Bond Project Plan —Alley Project" shall mean that portion of the "STAR Bond Project Plan" (us such gena is defined in the Development Agreement and Transferee Agreement) relating to the construction and development of the Alley Project. (y) "Tax District Agreements" means any and all agreements or arrangements relating to, or providing for the formation of, the STAR Bond District, the CID District or any other improvement or benefit district which includes the Alley Project,or any portion thereof,within its boundaries, including,without limitation. any such agreements by and among the City,any community improvement district and Borrower,or any predecessor in interest to Borrower with respect to the Alley Project. (z) "Transferee Agreement" means that certain Transferee Agreement dated January 12, 2018,by and between the City and Borrower. §2. Assignment and Grant of Security Interest. As security for the full and timely payment of the Debt and performance of all covenants and obligations of Borrower under each of the Loan Documents and to ensure completion of the Alley Project, Borrower hereby pledges, assigns and grants Lender a security interest under the Code in and to the Collateral. §3. Representations and Warranties. Borrower represents and v arrants to Lender that: (a) all of the Land is located within the STAR Bond District and the CID District,and Borrower is entitled to certain benefits and funds in connection therewith as described in the Development Agreement,as assigned and amended pursuant to the Transferee Agreement, 5 (b) Borrower has not granted a prior lien upon or security interest in the Collateral or any portion thereof, and the Collateral is not subject to any other lien. charge or encumbrance, other than the Permitted Exceptions (as defined in the Loan Agreement), (c) the STAR Bond Project Plan- Alley Project(as it relates to the Alley Project)has not been terminated, assigned, supplemented, amended or modified except as described in the definition of the STAR Bond Project Plan - Alley Project in this Agreement; (d) neither the Transferee Agreement nor the Development Agreement have been terminated, assigned, supplemented, amended or modified except for the amendments to the De%elopmcnt Agreement set forth in the Transferee Agreement, (e) subject to limitations set forth in De%elopment Agreement and the Transferee Agreement, the total amount of Alley Project Costs(as defined in Section 1.01 of the Deulopment Agreement) which arc eligible for reimbursement from STAR Bond Proceeds with respect to the Alley Project, is estimated to be S1,642,726.00; (1) subject to limitations set forth in De%clopmcnt Agreement and the Transferee Agreement,the total amount of Alley Project CID Costs(as defined in Section 1.01 of the Development Agreement)which arc eligible for reimbursement with respect to the Alley Project,is estimated to be S626,676 00; (g) the total amount of STAR Bond Proceeds and CID Proceeds w hich ha%c been paid to or on the order of Borrower through the date hereof with respect to the Alley Project is approximately$0.00; (h) subject to limitations set forth in the Development Agreement and the Transferee Agreement, the total amount of STAR Bond Proceeds which Borrower is entitled to receive with respect to the Alley Project,subject to Borrower's compliance with the Transferee Agreement and the Development Agreement, is$1,642,726.00;and (i) subject to limitations set forth in the Development Agreement and the Transferee Agreement.the total amount of CID Proceeds which Borrower is entitled to receive with respect to the Alley Project, subject to Borrower's compliance with the Transferee Agreement and the Development Agreement, is$626,676.00; §4. Covenants of Borrower. Until the first to occur of(i) the repayment in full of the Debt, or(ii)Borrower's full satisfaction and completion of all of its obligations and responsibilities under the Development Agreement and the Transferee Agreement with respect to the Alley Project,and the termination of this Agreement in accordance with its terms, Borrower shall: (a) promptly deli%er to Lender copies of all written notices given or received by Borrower invoking substantkc matters under the Development Agreement or the Transferee Agreement,and promptly give Lender written notice of all notices given 6 or received by Borrower relating to any default or material amendments to the Development Agreement and the Transferee Agreement, and all notices given or recei%ed by it, with respect to the Alley Project, the Transferee Agreement, the Development Agreement, the STAR Bond Project Plan - Alley Project, the STAR Bond Proceeds and the CID Proceeds; (b) at any time,and from time to time,upon thew ritten request of Lcndcr,execute and deliver such further documents and do such further acts and things as Lender may reasonably request to effect the purposes hereof and more perfectly assure and protect Lender's interest in the Collateral as described herein; (c) perform and observe, in all material respects, all of its covenants and obligations under,and comply,in all material respects,with all the terms and conditions of,the STAR Bond Project Plan - Alley Project, the Transferee Agreement and the Development Agreement, (d) not create,incur,or permit to exist any pledge,mortgage,lien,charge, encumbrance or any security interest whatsoever in, on or with respect to the rights assigned to Lender hereunder in the STAR Bond Proceeds,the CID Proceeds,the STAR Bond Project Plan - Alley Project, the Transferee Agreement, the Development Agreement or any other Collateral,other than that created hereby; (c) not permit any levy or attachment to he made against the Collateral or any portion thereof; (I) not permit any financing statement (except in favor of Lender as secured party)to be on file w ith respect to any of the Collateral; (g) not sell, lease or other+ise dispose of any of the Collateral: (h) not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of(1)the STAR Bond Project Plan-Alley Project,(2) the Transferee Agreement, (3)the Development Agreement,(4) the Alley Project, (5)the STAR Bond Proceeds,(6)the CID Proceeds,(7)this Agreement,or(8)any of tlx:rights of Borrower w hich arc created by the STAR Bond Project Plan-Alley Project, the Transferee Agreement, the De%clopment Agreement or this Agreement; (i) not, except upon the prior written consent of Lender, which consent shall not be unreasonably withheld, and upon the reasonable terms and conditions, if any, specified in any such consent,enter into any agreement amending or supplementing the Transferee Agreement or the portions of the STAR Bond Project Plan - Alley Project or De%clopment Agreement relating to the Alley Project; and (1) not settle or compromise any claim arising under the STAR Bond Project Plan - Alley Project, the Transferee Agreement or the Development Agreement (to the 7 extent relating to the Alley Project)or w ith respect to any of the Collateral,without Lender's prior written consent, which consent shall not be unreasonably withheld. §5 Direct Deposit of STAR Bond Proceeds and CID Proceeds Subject to the terms, conditions and limitations of this Agreement, Borrower hereby assigns to Lender all STAR Bond Proceeds, CID Proceeds and other amounts payable or distributable to Borrower under the Transferee Agreement or the Development Agreement alter the date of this Agreement which arc for payment of(or reimbursement to Borrower for) costs of the Alley Project, and hereby agrees and directs that all such STAR Bond Proceeds, CID Proceeds and other amounts payable or distributable to Borrower pursuant to the Transferee Agreement or Development Agreement oiler the date of this Agreement shall be deposited directly into the Collateral Account. Borrow cr shall, at any time after an Event of Default has occurred,upon the written request of Lender, execute and deliver such further documents and do such further acts and things as Lender may reasonably request to cause the payment of all STAR Bond Proceeds, CID Proceeds and other amounts hereafter payable or distributable to Borrow er for payment(or reimbursement)of costs of the Alley Project pursuant to the Transferee Agreement or the Development Agreement to be deposited directly into the Collateral Account and for such purpose Borrower, from and after an Event of Default, hereby irrevocably authorizes and empowers Lender, its officers, employees and authorized agents, to endorse and sign the name of Borrower on all checks, drafts, money orders or other media of payment so delivered and such endorsements or assignments shall, for all purposes, he deemed to have been made by Borrower prior to any endorsement or assignment thereof by Lender Lender may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment. If no Ev,ent of Default exists, Borrower may utilize the STAR Bond Proceeds or CID Proceeds as set forth in the Loan Agreement. Ilan Event of Default shall have occurred and is continuing, Lender may apply such proceeds to the Debt or make payments from such proceeds for payment (or reimbursement) of costs of the Alley Project. Following written notice from the Lender to the Borrower and the City of an Event of Default,the Borrow cr without any further authorization or consent,directs the City to pay all STAR Bond Proceeds and CID Proceeds to the Lender pursuant to the written instructions from the Lender. §6. Lender Not Liable, Notwithstanding the assignment herein made, and notwithstanding anything herein contained seemingly to the contrary': (a) Borrower shall remain liable under the STAR Bond Project Plan - Alley Project, the Transferee Agreement and the Desclopment Agreement to perform all of Bomnwer's obligations thereunder in accordance with and pursuant to the terms and provisions thereof; (b) while any Event of Default exists, any obligation of Borrower under the STAR Bond Project Plan -Alley Project, the Transferee Agreement or the Development Agreement or with respect to the Alley Project may be performed by Lender or its nominee or other assignee (but Lender shall have no obligation to do so), and no such performance shall release Borrower from such obligations (or from its other obligations under the STAR Bond Project Plan - Alley Project. the Transferee Agreement or the Development Agreement) nor result in any assumption of said obligation(or of such other obligations) by Lender; and 8 (c) Lender shall !me no obligation or liability under the STAR Bond Project Plan - Alley Project, the Transferee Agreement and/or the Development Agreement by reason of or arising out of this Agreement or the assignment herein made,nor shall Lender be required or obligated in any manner to perform or fulfill any obligations of Borrower under or pursuant to the STAR Bond Project Plan -Alley Project,the Transferee Agreement or the Development Agreement unless and until Lender exercises its rights hereunder after an Event of Default has occurred and is continuing to assume Borrower's obligations under the STAR Bond Project Plan - Alley Project, the Transferee Agreement and the De%elopment Agreement as each relates to the Alley Project. §7. Perfection of Sccurit) Interests Borrow er hereby authonzcs Lender to tile one or more financing statements describing the Collateral, and any amendments that add collateral, vv ith or without the signature of, or authentication by, Borrower. Lender is hereby authorized to file a financing statement describing the Collateral as "all assets"of Borrower. §8 Rights of Secured Party. In addition to all rights and remedies given to Lender by the terms of this Agreement, the Note or any of the other Loan Documents, Lender shall have all the rights and remedies of a secured party under the Code, subject, in all respects, to the limitations set forth herein concerning the use and disposition of the Collateral. §9. Location of Borrower and Collateral. To further induce Lender to make the Loan and enter into this Agreement, Borrower represents and warrants to,and covenants with Lender that: (a) on the date of this Agreement Borrower is a "registered organization" as defined in the Code, namely, a limited liability company, organized and existing under the laws of the Bonner State; (b) at all times during the term of this Agreement, Borrower will maintain its existence as a limited liability company, organized and existing under the laws of the Borrower State; and At About prior written consent of Lender, will not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, nor change the state of its organization; (e) Borrower will not change its legal name w ithout providing Lender w ith 30 days' prior written notice, (d) Borrower shall at all times during the term of this Agreement keep and maintain its Chief Executive Office at its address as set forth in the Loan Agreement,and at no other location without the prior written consent of Lender, which consent shall not be unreasonably ithheld, (c) the current location of all negotiable documents, goods, instruments, money, or tangible chattel paper included in the Collateral is at the address of Borrower and/or the Project set forth in the Loan Agreement; and 9 (I) Borrower v.ill at all times during the term of this Agreement keep the portions of the Collateral that consist of tangible personal property at the Mortgaged Property. ;1 U Possession of Collateral Borrow er shall hate possession of the Collateral, except as prof ided in Section 9 hereof or%t here expressly otherwise provided in this Agreement or w here Lender perfects its security interest by possession, or by possession in addition to the filing of a financing statement. vat any time any of the Collateral is in the possession of a third party. Borrower tt ill join with Lender in notifying the third part) of Lender's security interest and obtaining an acknowledgment from the third party that it is holding such Collateral for the benefit of Lender. *11 Control Borrower will cooperate with Lender in enabling Lender to obtain control (as the concept of"control" is used in the Code) with respect to an) Collateral, a security interest in a hich may be perfected by control. §12. Cotenants Concerning Collateral; Collateral Account. The parties further agree as follows: (a) Borrower covenants and agrees that until the first to occur of(i) the repayment in full of the Debt. or(ii) Borrower's full satisfaction and completion of all of its obligations and responsibilities under the STAR Bond Project Plan, the Transferee Agreement and the Development Agreement with respect to the Alley Project, Borrower will keep accurate and complete records concerning the Collateral now owned and hereafter acquired by Borrower. (b) Lender shall have the right at all times during regular business hours of Borrow er,and upon reasonable notice,to examine and inspect the Collateral now ow ned and hereafter acquired by Borrower and to review the books and Business Records of Borrower concerning such Collateral and to copy and make excerpts therefrom (c) Upon request by Lender, Borrower shall furnish Lender frith duplicate copies of all invokes, requests for disbursement or reimbursement, and other documents submitted to the City pursuant to the STAR Bond Project Plan, the Transferee Agreement and/or the Development Agreement with respect to the Alley Project, or otherwise relating to the Collateral. (d) notwithstanding the assignment of and the security interest in the Collateral granted to and created in favor of Lender under this Agreement, Borrower shall be responsible to submit, and shall promptly prepare and submit, all invoices, requests for disbursement or reimbursement, and other documents which Borrower is legally permitted and/or required to submit to the City, the CID District, the STAR Bond District or any other tax district pursuant to the STAR Bond Project Plan, the Transferee Agreement, the Development Agreement or otherwise with respect to the Alley Project or otherw ise relating to the Collateral l0 (e) Lender shall haec the right, in its sole and absolute discretion, at any time after an Bent . of Default has occurred and is continuing (i) to take over and direct collection from all persons obligated on the Collateral. if it is not already collecting from them; (ii) to give notice of Lender's security interest in the Collateral to any or all persons obligated on the Collateral; (iii)to notify and direct any or all persons obligated on the Collateral to make payments directly to Lender, if not already doing so,(iv)to take control of such Collateral and the Proceeds thereof, and (v) to enforce the obligations of each person obligated on Collateral and exercise the rights of Borrower with respect to the obligation of such persons It is understood and agreed by Borrow er that Lcndcr shall have no liability whatsoee er w ith respect to any action taken be Lender under this Section §12(e)except for its willful misconduct and gross negligence. - (f) Borrower shall, promptly on or after the date of this Agreement, open and maintain with Lender, the Collateral Account. All STAR Bond Proceeds, CID Proceeds and other amounts received by Borrower under the Transferee Agreement, the Development Agreement or othen%isc for payment(or reimbursement)of costs of the Alley Project,and all cash proceeds of Collateral received by Borrower pursuant to Section §5 of this Agreement or directly from persons obligated on Collateral pursuant to Section §5 of this Agreement,shall be deposited in the Collateral Account (g) Borrower will promptly furnish to Lender such information concerning Borrower, its creditworthiness, the Collateral owned by it and Borrower's compliance with this Agreement as Lcndcr may front time to time reasonably request §13. General Representations and Warranties. Borrower further represents, warrants, covenants and agrees to and w ith Lender. (a) that it has and will have good title to the Collateral from time to time owned or acquired by it, free and clear of all liens,encumbrances,pledges and security interests(except those in favor of Lender and the Permitted Exceptions), and will defend such title against the claims and demands of all persons whomsoever, and tb) that Borrower's exact legal name is as set forth in the first paragraph of this Agreement. §14 Further Assurances Borrower will faithfully preserve and protect Lender's security interest in the Collateral from time to time owned by it and w ill,at its own cost and expense,cause said security interest to be perfected and continue perfected until the first to occur of(i) the repayment in full of the Debt. or (ii) Borrower's full satisfaction and completion all of its obligations and responsibilities under the Transferee Agreement,the Development Agreement and the STAR Bond Project Plan - Alley Project with respect to the Alley, and for such purpose Borrower w ill from time to time at the request of Lcndcr file or record, or cause to be filed or recorded, such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender mai reasonably deem necessary or advisable from time to time in order to perfect and continue perfected said sccunty interest. Borrower w ill do all such other acts and things and w ill execute and/or authenticate and deliver all such other notices and documents, including w ithout limitation further security ugrcentcnts, pledges, II assignments and notices,as Lender may reasonably deem necessary or advisable from time to time in order to perfect and preserye the priority of said security interest as a first priority security interest in the Collateral, prior to the rights of all other persons therein or thereto. Lender, its officers, authorized agents and employees, are hereby irrevocably appointed attomcys-in-fact of Borrower, with full power of substitution, to do all acts and things which Lender may deem necessary or advisable to preserve,perfect and continue the perfection of Lender's security interest in the Collateral and the direct payment of all STAR Bond Proceeds, CID Proceeds and other payments to Borrower pursuant to the Transferee Agreement, the Development Agreement or otherwise; such power is irrevocable and coupled with an interest. §15, Risk of Loss. Borrower shall bear the risk of loss of, damage to or destruction of the Collateral. Lender shall have no duty to collect any income accruing on the Collateral or to preserve any rights relating to the Collateral. §I G. Lender Acknowledgment. For purposes of Section 9.03.D of the Development Agreement, Lender hereby acknowledges that it has received a copy of the Development Agreement and reviewed the provisions of Section 9.03 thereof regarding the restrictions on assignment of the Development Agreement. l7. Preservation of Collateral. Borrower assumes full responsibility for taking any and all necessary steps to preserve rights in respect of the Collateral against the City and third parties. Lender shall he deemed to have exercised reasonable cure in the custody and preservation of such of the Collateral as may come into its possession if Lender takes such action for that purpose as Borrower shall request in writing, provided that such requested action shall not, in the judgment of Lender, impair Lender's security interest in such Collateral or its rights in,or the value of, such Collateral, and provided further that such written request is received by Lender in sufficient time to permit Lender to take the requested action. All costs of taking any action so requested by Borrower shall be the sole responsibility of Borrower. *18. Remedies. (a) Upon the occurrence ofany Event of Default under the Loan Agreement(an "Event of Defauh"), Lender shall be entitled to exercise all of the remedies with respect to the Collateral which arc provided to it under the Code, other applicable law, in equity or in this Agreement, and specifically, without limitation of the foregoing, but subject, in all respects,to the limitations set forth in this Agreement concerning the use and disposition of the Collateral,shall have rights: (I) to notify Collateral Obligors to make payment or otherwise render performance to or for the benefit of the Lender; and (2) to enforce the obligations of Collateral Obligors and exercise the rights of the Debtor with respect to the obligations of the Collateral Obligors to make payment or otherwise render performance to the Debtor, and with respect to any property that secures the obligations of Collateral Obligors. I? The proceeds of any sale of the Collateral shall he applied, at Lender's discretion, to the Debt or to pay(or reimburse Lender for)the costs of completing the Alloy Project in accordance with the Transferee Agreement, the Development Agreement or any Tax District Agreements. No delay on the part of Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies exercised by Lender under this Agreement are in addition to any other rights and remedies afforded Lender under the Loan Documents, and Lender shall be entitled to exercise such rights as Lender in its sole discretion deems adh isable. The Borrower hereby irrevocably constitutes and appoints the Lender as its attorney-in-fact, coupled with an interest, to demand, receive and enforce the Borrower's rights w ith respect to the STAR Bond Project Plan, the Tax District Agreements, the Transferee Agreement and the Development Agreement for and on behalf of and in the name of the Borrower or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Borrower could do for its own account. In addition to the applicable remedies under the Code, Lender, in connection with any sale of the Mortgaged Property, may also foreclose upon the Collateral under this Agreement so that a purchaser at such foreclosure sale will succeed to the rights of Borrower under the Transferee Agreement and the Development Agreement as they relate to the Alley Project to the extent included in the Collateral hereunder. §19. Assembly of Collateral. Upon the occurrence of any Event of Default, Borrower shall promptly upon demand by Lender assemble the Business Records and other tangible property included in the Collateral and make it available to Lender at a place or places to be designated by Lender which shall be reasonably convenient to Borrower and Lender. The right of Lender under this Section §19 to have the Collateral assembled and made available to it is of the essence of this Agreement and Lender may, at its election, enforce such right by a bill in equity for injunctive relief or specific performance. §20. Right of Setoff. If an Event of Default shall occur and the Note or any portion thereof shall be due and payable,the holder of the Note shall have the right, in addition to all other rights and remedies available to it,to set off against the Debt (and any other indebtedness then due from Borrower to such party)any debt owing to Borrower by such holder, including without limitation any funds in any deposit account now or hereafter maintained by Borrower with such holder. §21. Termination; Successors and Assigns, Upon the payment in full of the Debt, this Agreement shall terminate and he of no further force and effect and Lender shall thereupon terminate its security interest in the Collateral. Until such time,however,this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns *22. Severability. If any pros ision of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other pros ision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein 13 §23. illiscellaneous. No failure or delay on the pan of Lender in ekcn:ising any right, remedy, power or privilege hereunder shall operate as a waiver thereof or of any other right,remedy,power or privilege of Lender, nor shall any single or partial exercise of any such nght, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies of Lender under this Agreement are cumulative and not exclusive of any rights or remedies which it may otherwise have. §24. Notices. Any notice or consent that may be given hereunder shall be given in accordance with the provisions of the Loan Agreement. §25. Choice of Law. The Code shall govern the attachment and perfection of Lender's secunty interest in the Collateral and the rights,duties and obligations of Lender and Borrower with respect thereto. Subject only to the preceding sentence, this Agreement shall be a contract made under, governed by and construed in accordance with, the internal laws (without giving effect to any conflict of laws rules which might otherwise require reference to the laws of any other jurisdiction) of the Suite of Kansas. §26, Consent to in Person am Jurisdiction. Borrower hereby agrees that, by execution and delivery alibis Agreement, Borrower has submitted itself to the jurisdiction of the State of Kansas and its courts. §27. Cross Default Provision. Any default or failure by Borrower to observe or perform any of the covenants,terms, provisions or agreements contained in this Agreement shall be an "Event of Default" under this Agreement, and an "Event of Default' under each of the other Loan Documents. Any "event of Default' under any of the other Loan Documents shall also be an "Event of Default" under this Agreement. §28. Conflicts. The tenns and provisions of ibis Agreement shall control to the extent that this Agreement contains any terns or provisions which are in conflict with any of the other Loan Documents granting to Lender any rights in any of the Collateral, provided that this Section §28 shall in no way limit the remedies available to Lender upon an Event of Default. §29. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same instrument, with the same effect as if all parties hereto had signal the same signature page Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may he attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages §30 Waiver of Trial by Jury. THE PARTIES HEREBY WAIVE TRiAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR iN ANY WAY CONNECTED WITH TIIIS AGREEMENT, OR THE TRANSACTIONS CONTEM- PLATED HEREBY,OR THE RELATIONSHIPS AMONG LENDER AND BORROWER. 14 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOWJ 15 IN WITNESS WI IEREOF, the partic.hereto,each hereunto duly authorized, have caused this Agreement to be executed as oldie day and year first above%%ritten. "BORROWER" FIB, LLC, a Kansas limited liability company D By e--,-- Ca '�A.DeSuci ,Manager Frank DeSocio,Manager "LENDER" AMERICAN STATE BANK &TRUST COMPANY �_IW�7 By: �MP j_. 16 I.-r wow, CONSENT AND AGREEMENT OF CITY OF SM INA In order to induce Lender to make the loan to Borrower as described in the foregoing Agreement and the Loan Agreement and with the understanding that Lender is relying on the consents and agreements set forth herein, the Cite hereby joins in the foregoing Agreement solely for purposes of providing the consent and agreements set forth below: I. Notwithstanding any prohibition in the Transferee Agreement or the Development Agreement to the contrary. the City hereby consents to and approves of the Borrower's collateral assignment of the Collateral to the Lender pursuant to the terms of the foregoing Agreement. The City acknowledges that the Agreement secures indebtedness due to a construction or permanent lender to finance the Alley Project pursuant to Section 9.03.D of the Development Agreement. 2. The City represents and warrants to the Lender that (a) the City has not consented to any prior assignments of the Transferee Agreement or the Development Agreement as they relate to the Alley Project, (b) to the best of the City's knowledge and belief, the Transferee Agreement and the Development Agreement are each a valid and enforceable agreement and obligation of the City, (c) so far as the City is aware other than the June I, 2018 commencement of construction date, neither the City nor the Borrower is in default under the Transferee Agreement or the Development Agreement with respect to the Alley Project , and (d) the City believes that all covenants, conditions and agreements have been perfonned as required in the Transferee Agreement and the Development Agreement as they relate to the Alley Project(except those not to he performed until rifler the date hereof). 3. Except as provided in paragraph 5 below,the City hereby agrees that the agreement of the Borrower to construct the Alley Project as set forth in the Transferee Agreement and the Development Agreement is not the obligation of, nor shall any provisions in the Transferee Agreement or the Development Agreement impose any obligation upon, the Lender or any other holder of the Debt,or their respective successors and/or assigns,or any transferee nfthe Mortgaged Property following foreclosure. 4. The City hereby agrees to provide the Lender with copies of any notice or demand made on the Borrower under the Transferee Agreement and the Development Agreement. The City further agrees that the Lender shall have the right,hut not the obligation, to cure any defaults on behalf of the Borrower within the periods of time set forth in the Transferee Agreement and the Development Agreement and that the City will accept such cure from Lender. 5. Upon the City's receipt of written notice of an Event of Default under the Loan Agreement or any other Loan Document from the Lender, the City shall perform its obligations under the Transferee Agreement and the Development Agreement to and for the benefit of Lender if Lender exercises its remedies under the Loan Documents, tales control of the Alley Project and undertakes to complete construction of the Alley Project and to agrees to perform the other obligations of the Borrower under the Transferee Agreement. Lender is under no obligation or duty to exercise any of Lender's rights and pow ers conferred in the Agreement or any other Loan Document upon the occurrence of an Event of Default under the Loan Agreement or any other Loan Document or to agree to perform the obligations of the Borrow er under the Transferee 17 any other Loan Document upon the occurrence of an li cnt of Default under the Loan Agreement or any other Loan Document or to agree to perform the obligations of the Borrower under the Transferee Agreement. In the event the Lender elects not to assume the obligations of the Transferee Agreement, nothing in the Agreement shall obligate Lender to perform any of Borrower's obligations under the Transferee Agreement or the Development Agreement or cure any default by Borrower under the Transferee Agreement or the Development Agreement, but the City will not be obligated to perform if Borrower's obligations are not performed or if Borrower defaults remain uncured, nor will the City be precluded from terminating the Transferee Agreement or the Dexclopment Agreement where termination is permitted as a result of uncured defaults. IN WITNFSS WHFRIiOP, the Cit} has caused this consent and agreement to be executed as of the 30i11 day of July,2018. CITY Or SAUNA, KANSAS d<:-kKarl F. Ryan, Mayor Attest: ia. t'0 Shandi Wicks. CMC, City Clerk 18 EXHIBIT A Legal Description of the Property Lots 65, 67,69, 71. 73, 75 and 77 on Santa Fe Avenue, Lots 68, 70, 72. 74.76 and 78 on 5th Avenue, all in Original Town Salina, Saline County, Kansas. 19