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HomeMy WebLinkAboutR-2017-029 Consent to BABRA Project Series 2015 Taxable Industrial Revenue Bonds RESOLUTION NO. R-2017-029 A RESOLUTION APPROVING THE CITY'S CONSENT TO CERTAIN DOCUMENTS IN CONNECTION WITH CITY'S TAXABLE INDUSTRIAL REVENUE BONDS (BABRA, LLC PROJECT), SERIES 2015. WHEREAS, the City of Riverside, Missouri (the "City") is authorized and empowered under the Article VI, Section 27(b) of the Missouri Constitution, as amended, Sections 100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended (collectively the "Act"), to issue its revenue bonds for the purpose of providing funds to purchase, construct, extend and improve certain manufacturing, commercial, warehousing and industrial development projects and to lease or otherwise dispose of such projects to private persons or corporations upon such terms and provisions as the City deems advisable; and WHEREAS, pursuant to the Act, the governing body of the City passed Ordinance No. 1350 (the "Ordinance") on October 7, 2014, authorizing the issuance of its Taxable Industrial Revenue Bonds (BABRA, LLC Project), Series 2015, in the maximum aggregate principal amount not to exceed $14,000,000 (the "Bonds"), for the purpose of acquiring, constructing, installing and equipping an approximately 245,000 square foot industrial facility, including land, buildings, structures, improvements and fixtures (the "Project"), located at 4106 Mattox Road in Riverside, Missouri, for BABRA, LLC (the "Company"); and WHEREAS, pursuant to the Ordinance, the City (i) entered into a Trust Indenture dated as of January 1, 2015 (the "Indenture") with the Trustee, to issue and secure the Bonds, (ii) entered into a Lease Agreement dated as of January 1, 2015 (the "Lease") with the Company, pursuant to which the City, as lessor, acquired title to the Project and leased the Project to the Company in consideration of rentals which will be sufficient to pay the principal of and interest on the Bonds, and (iii) entered Memorandum of Lease Agreement dated January 1, 2015 with the Company, which was filed for record January 29, 2015 in Book 1238, Page 797 in the office of the Recorder of Deeds of Platte County, Missouri (the "Lease Memorandum," and together with the Indenture and the Lease, collectively referred to herein as the "Bond Documents"); and WHEREAS, the Company has requested that the City consent to (i) an Assignment and Assumption of Lease Agreement (the "Assignment") whereby Golden Lake LLC will convey its 24.1935% tenant-in-common interest back to the Company and (ii) a Pledge and Security Agreement of the Bonds (the "Pledge Agreement") between the Company and Union Bank and Trust Company in connection with the refinancing of the Project; and WHEREAS, the City now desires to consent to the Assignment and the Pledge Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Approval of Assignment and Pledge Agreement The City is hereby authorized to consent to the Assignment and the Pledge Agreement, in substantially the form presented to and reviewed by the Board of Aldermen of the City (copies of which, upon execution, will be filed in the office of the City Clerk), with such changes therein as shall be approved by the officers of the City executing the Assignment and the Pledge Agreement, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 2. Further Authority. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to execute such other documents, certificates and instruments and take such actions as may be necessary or desirable to carry out and comply with the intent of this Resolution. Section 3. Effective Date. This Resolution shall be in full force and effect from and after its passage and approval. PASSED AND ADOPTED by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 16th day of May, 2017. khfthj leen L. Rose, Mayor A"TTESY 4 ' Robin Kincaid, City Clerk -2- PLEDGE AND SECURITY AGREEMENT This Pledge and Security Agreement (this "Agreement") is made as of , 2017, by and between BABRA, LLC, a Missouri limited liability company (together with its successors and assigns, "Borrower"), and UNION BANK AND TRUST COMPANY, a Nebraska corporation, as lender under the Loan Agreement (as herein defined in the recitals hereto) (together with its successors, and any subsequent holder or holders of the Note, "Lender"). RECITALS A. Borrower has requested that Lender make a loan to Borrower in the principal amount of $13,300,000.00 (the "Loan") to be made pursuant to that certain Loan Agreement between Borrower and Lender of even date herewith (together with any amendments thereto, the "Loan Agreement"), which is evidenced by that certain Promissory Note of even date with the Loan Agreement made by Borrower and payable to the order of Lender in the principal amount of$13,300,000.00 (together with any amendments thereto, the"Note"). B. As a condition to making the Loan, Lender requires that Borrower pledge the Pledged Bonds (as herein defined) to Lender to secure Borrower's obligations under the Loan Documents (as defined in the Loan Agreement) and Borrower has agreed to do so as provided herein. TERMS AND CONDITIONS NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Definitions. The following terms when used hereinafter shall have the following meaning: (a) The term "Pledged Bonds" means (i) 100% of the Taxable Industrial Revenue Bonds (BABRA, LLC Project), Series 2015, issued by the City of Riverside, Missouri, (ii) all other property hereafter delivered to, or in the possession of, Lender, in substitution for or in addition to the Pledged Bonds, (iii) any certificate representing Pledged Bonds (including, without limitation, any certificate representing a dividend or distribution in connection with the Pledged Bonds), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Bonds, or otherwise that Borrower shall become entitled to receive or shall receive and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii)and(iii). (b) The term "Event of Default," as used in this Agreement, means any "Event of Default"as defined in the Loan Agreement or any other Loan Document. 2. Pledge. As security for the payment and performance of the obligations of Borrower to Lender under the Loan Documents (collectively, the "Obligations"), Borrower hereby pledges to Lender the Pledged Bonds and grants Lender a first priority security interest WA 9587305.2 therein. Upon the execution of this Agreement, Borrower shall deliver to Lender (i) the original certificate(s) representing the Pledged Bonds, together with duly executed forms of assignment in blank sufficient to transfer title thereto to Lender or a third party upon the occurrence of an Event of Default. The Pledged Bonds held by Lender or its agent hereunder shall, as applicable, be deemed held solely for purposes of maintaining perfection of the security interest granted therein hereunder. If, while this Agreement is in effect, Borrower becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Bonds, Borrower shall accept such securities or other property on behalf of and for the benefit of Lender as additional security for the Obligations and shall promptly deliver such additional security to Lender, together with duly executed forms of assignment, and such additional security shall be deemed for all purposes to be part of the Pledged Bonds hereunder. 3. Rights of Lender. If any Event of Default occurs and is continuing, then in addition to any other rights set forth herein and subject to the notice and cure provisions included in the Loan Documents, Lender shall have all the rights of a secured creditor at law or in equity and under the UCC, including that Lender at its sole option may without demand of performance or other demand, advertisement or notice of any kind (except notice of the time and place of public or private sale to the extent required by applicable law) to or upon Borrower or any other person (all of which are, to the extent permitted by law, hereby expressly waived), immediately take any one or more of the following actions: (a) realize upon the Pledged Bonds or any part thereof and retain ownership of such Pledged Bonds to the extent permitted and provided for under the UCC; or (b) realize upon the Pledged Bonds or any part thereof and sell or otherwise dispose of and deliver the Pledged Bonds or any part thereof or interest therein, in one or more lots and at such prices and on such terms as Lender may deem appropriate to the extent permitted and provided for under the UCC; or (c) proceed by a suit at law or in equity to foreclose this Agreement and sell the Pledged Bonds, or any portion thereof, under a judgment or decree of a court of competent jurisdiction; or (d) proceed against Borrower for judgment on the Loan; or (e) exercise all voting and other rights associated with the Pledged Bonds. 4. Application of Proceeds. Should Lender choose to sell or otherwise dispose of the Pledged Bonds following an Event of Default, the proceeds of any such disposition or other action by Lender shall be applied as follows: (a) first, to the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Bonds or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses; 2 WA 9587305.2 (b) second, to the satisfaction of the Obligations in such order as Lender may determine; (c) third,to the payment of any other amounts required by applicable law; and (d) fourth, to Borrower to the extent of any surplus proceeds. 5. Representations and Warranties. Borrower hereby represents and warrants to Lender that (i) Borrower has good and valid title to the Pledged Bonds, free and clear of all liens, security interests and encumbrances (other than under this Agreement), (ii) so long as the obligations of Borrower to Lender are outstanding, the Pledged Bonds shall not be diluted, (iii) Borrower has full power, authority and legal right to execute this Agreement and to pledge the Pledged Bonds and any additional pledged collateral to Lender, (iv) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes a legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors' rights generally, (v) there are no outstanding options, warrants or other agreements with respect to the Pledged Bonds, (vi) the Pledged Bonds have been, duly and validly authorized and issued, and are or will be fully paid and non-assessable, (vii) no consent, approval or authorization of or designation or filing with any governmental authority on the part of Borrower is required in connection with the pledge and security interest granted under this Agreement, or the exercise by Lender of the voting and other rights provided for in this Agreement, (viii) the execution, delivery and performance of this Agreement by Borrower will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Borrower is a party or which purports to be binding upon Borrower or upon any of their respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Borrower except as contemplated by this Agreement and (ix) the pledge, assignment and delivery to Lender of the Pledged Bonds pursuant to this Agreement creates a valid first lien on and a first perfected security interest in the Pledged Bonds and the proceeds thereof in favor of Lender, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Borrower which would include the Pledged Bonds. 6. Transfers and Other Liens. Borrower covenants and agrees that it will defend Lender's right, title and security interest in and to the Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever. Borrower hereby agrees that Borrower will not sell, transfer, or otherwise dispose of, or grant any option with respect to, any of the Pledged Bonds or create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Bonds, except for the security interest under this Agreement. 7. Termination. Upon satisfaction of all the Obligations of Borrower to Lender, including all costs and expenses of Lender as provided herein, this Agreement shall terminate 3 WA 9587305.2 and Lender shall surrender the Pledged Bonds in its possession to Borrower together with all forms of assignment. 8. Votine Rights and Distributions. Until the Obligations are repaid in full, (1) all payments on, redemption of, including redemption premium, and other distributions with respect to the Pledged Bonds, shall be deposited in a restricted deposit account held by Lender, bearing interest at a rate customarily paid by Lender on accounts of similar balance, as determined by Lender in its sole discretion and as may be adjusted by Lender from time to time ("Deposit Account"), and (2) all voting, consent or approval rights that Borrower would otherwise be entitled to exercise with respect to the Pledged Bonds under the Indenture or Lease (as such terms are defined in the Pledged Bonds) or otherwise, shall be vested in Lender. As security for the payment and performance of the Obligations and in consideration of the Loan, Borrower assigns to Lender, and grants a security interest to Lender, in and to all of Borrower's right, title and interest in and to the Deposit Account. Borrower shall take no action to withdraw or attempt to withdraw all or any part of the Deposit Account; provided, however, from time to time, upon the request of Borrower, Lender shall make disbursements from the Deposit Account to make payments due under the Note to itself as such sums become due. 9. Further Assurances. Borrower agrees that at any time and from time to time upon the written request of Lender, Borrower shall execute and deliver such further documents (including UCC financing statements) and do such further acts and things as Lender may reasonably request in order to effect the purposes of this Agreement. Borrower hereby authorizes Lender to file all UCC financing statements necessary or desirable in order for Lender to perfect its security interest in the Pledged Bonds. 10. Attorney-in-Fact. Borrower hereby appoints Lender as Borrower's attorney-in- fact, such power being coupled with an interest and irrevocable, with full power of substitution, with full authority in the place and stead of Borrower and in the name of Borrower or otherwise, from time to time during the pendency of an Event of Default in Lender's discretion to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including,without limitation,to receive, endorse and collect all instruments made payable to Borrower representing any interest payment or other distribution in respect of the Pledged Bonds or any part thereof and to give full discharge for the same or to execute any assignment, instrument or to transfer the Pledged Bonds. 11. Amendments and Miscellaneous Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Borrower and Lender. 12. Severability. The provisions of this Agreement shall be deemed severable and the invalidity, illegality or unenforceability of any one or more of the provisions contained herein shall not affect, invalidate or render unenforceable any other provision of this Agreement. 13. Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, personal and legal representatives, successors and assigns. Borrower shall not assign its rights under this Agreement without the prior written consent of Lender. 4 WA 9587305.2 14. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Kansas without regard to principles of conflict of laws. 15. No Waiver, Cumulative Remedies. Lender shall not, by any act, delay, omission, or otherwise, be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Lender, and then only to the extent therein set forth. A waiver by Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Lender would otherwise have on any future occasion. No failure to exercise nor any delay in exercising on the part of Lender, any right, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right,power, or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law. 16. Entire Agreement. This Agreement and the Loan Documents set forth all of the provisions, agreements, conditions, understandings, representations and warranties among the parties hereto with respect to the subject matter hereof, and supersede all prior agreements or understandings, written or oral, among the parties hereto, with respect to the matters set forth herein and therein. 17. Counterparts, Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by email or facsimile will be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by email or facsimile also will deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart will not affect the validity, enforceability, or binding effect hereof. 18. Venue, etc. At Lender's option, venue for any dispute arising under or in relation to this Agreement will lie only in the courts of the State of Kansas in Johnson County, or the District Courts of the United States for the U.S. Judicial District in which said Johnson County is included. 19. Waiver of Jury Trial. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 5 WA 9587305.2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. BORROWER: BABRA, LLC, a Missouri limited liability company By: BK Properties, LLC, a Missouri limited liability company, its Manager By: Kenneth G. Block, as Trustee of the Kenneth G. Block Trust, dated January 11, 1991, as amended, its sole Member LENDER: UNION BANK AND TRUST COMPANY, a Nebraska corporation By: Tom Marchael, Vice President Pledge and Security Agreement CONSENT AND AGREEMENT The City of Riverside, Missouri hereby acknowledges and consents to the foregoing pledge of the Pledged Bonds and the related provisions of the foregoing Pledge Agreement. CITY OF RIVERSIDE, MISSOURI /xa cat-,) By: Print ame: 04A h-e-n Title: -malt0s Pledge and Security Agreement ---------------------------------------------------------------------- (The above space is reserved for Recorder's Certification.) TITLE OF DOCUMENT: ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT DATE OF DOCUMENT: May_,2017 ASSIGNOR: GOLDEN LAKE LLC ASSIGNOR'S MAILING ADDRESS: 73 Old Dublin Pike #10/305 Doylestown, Pennsylvania 18901 ASSIGNEE: BABRA, LLC ASSIGNEE'S MAILING ADDRESS: c/o Block Real Estate Services, LLC 700 West 471h Street, Suite 200 Kansas City, Missouri 64112 Attn: Manager RETURN DOCUMENTS TO: Polsinelli PC 900 W 48th Place, Suite 900 Kansas City, Missouri 64112 Attn: Kristie Richardson LEGAL DESCRIPTION: See Exhibit A attached hereto. PRIOR DOCUMENT REFERENCE: [ ] This cover page is attached solely for the purpose of complying with the requirements stated in §§59.310.2; 59.313.2 Revised Missouri Statutes. 1 ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Agreement")is made and entered into as of , 2017 (the "Effective Date"), by and among GOLDEN LAKE LLC, a Missouri limited liability company ("Assignor"), BABRA, LLC, a Missouri limited liability company("Assignee"), and CITY OF RIVERSIDE, MISSOURI,a fourth-class city duly organized and validly existing under the laws of the State of Missouri (the "City„). Recitals: A. On or about January 28, 2015, Assignee purchased that certain real estate situated in the City of Riverside, Missouri as more particularly described on Exhibit "A” attached hereto and incorporated herein by this reference(the "Real Property"). B. In order to finance the construction of the Project (hereinafter defined) on the Real Property, Commerce Bank, a Missouri state bank and trust company and ("Lender") made a loan (the "Loan") in the original principal amount of $10,230,000.00 (the "Note") to Assignee, the repayment of which is evidenced by a Promissory Note dated January 28, 2015 in the original principal amount of$10,230,000.00 (the "Note") and which is secured by a Deed of Trust dated January 28, 2015 (the "Deed of Trust"), recorded on January 28, 2015, in Book 1238, Page 736 in the Office of the Recorder of Deeds for Platte County, Missouri. C. The City issued its $14,000,000.00 (Aggregate Maximum Principal Amount) City of Riverside Taxable Industrial Revenue Bonds (BABRA, LLC Project) Series 2015 (the "Bonds"), pursuant to a Trust Indenture dated as of January 1, 2015 (the "Indenture"), between the City and First Bank of Missouri, a Missouri state banking corporation (the "Trustee"), for the purpose of (a) acquiring the Real Property from Assignee, (b) leasing the Real Property to Assignee for the construction of an approximately 245,000 square foot industrial facility (the "Project") upon the Real Property, and (c) paying a portion of the costs of issuing the Bonds. D. In conjunction with the issuance of the Bonds, subsequent to the closing of the Loan, Assignee transferred fee title to the Real Property to the City, who in turn leased the Real Property and Project back to Assignee pursuant to a Lease Agreement dated as of January 1, 2015 (as amended, the "Lease Agreement") between Assignee and the City, and Assignee and the City filed for record a Memorandum of Lease Agreement dated January 1, 2015, which was recorded on January 29, 2015 in Book 1238, Page 797 in the Office of the Recorder of Deeds for Platte County, Missouri. E. On ~^I't F.' JI , 2015, Assignor joined the Lease Agreement and acquired an undivided 24.1935% tenant-in-common interest in Assignee's right, title, and interest as Tenant (as defined in the Lease Agreement) in and to the Lease Agreement pursuant to an Assignment and Assumption of Lease Agreement b and among Assignor, Assi nee, and Cit dated HERM 2015, which was recorded on ,; 2015 in Book 2M, Page MZ in the Office of the Recorder of Deeds for Platte County, Missouri. F. Assignor now desires to assign and to transfer to Assignee such undivided 24.1935% tenant-in-common interest in Assignor's right, title, and interest as Tenant (as defined in the Lease Agreement) in and to the Lease Agreement. 2 G. Assignee desires to accept and assume such assignment of an undivided 24.1935% tenant-in-common interest in Assignor's right, title, and interest as Tenant in and to the Lease Agreement, as more particularly set forth herein, and agrees to be bound by the terms and provisions of the Lease Agreement. Agreement: NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, mutually agree as follows: 1. Assignment. Effective as of the Effective Date, Assignor does hereby grant, assign, sell, convey and set over unto Assignee the following (collectively, the "Assigned Interests"): An undivided 24.1935% tenant-in-common interest in the leasehold estate created under the Lease Agreement, together with an undivided 24.1935% tenant-in- common interest in Assignor's rights and interest under the Lease Agreement, which demises the Project, including the real estate situated in the City of Riverside, Missouri as more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference, and an undivided 24.1935% tenant-in- common interest in Assignor's rights and interests in the Project, including the buildings, structures, improvements, fixtures, machinery and equipment situated on the real estate and all additions, alterations, modifications, and improvements thereof (collectively, the "Property"), subject to the provisions of the Lease Agreement. 2. Assumption. Assignee, for itself and its successors and assigns, does hereby accept the assignment of the Assigned Interests as of the Effective Date, and agrees to assume and perform, observe and discharge all of the obligations, terms, covenants and conditions to be performed or observed by Tenant under the Lease Agreement which accrue on or after the Effective Date through the entire unexpired term of the Lease, including, without limitation, the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement, and agrees to be bound by the terms and provisions of the Lease Agreement as if Assignee was the original Tenant under the Lease Agreement. 3. Delivery of Documents; Representations. Pursuant to Section 13.1(a)(4) of the Lease Agreement, Assignor represents that all conditions precedent to the assignment have been satisfied. Assignor further represents that there has been no damage or destruction to the Project that has not been repaired, restored and replaced in accordance with the terms of the Lease Agreement. 4. Deed. The parties hereto agree that in the event that Assignee, as the sole Tenant under the Lease Agreement, exercises the Tenant's option to purchase the Project pursuant to Section 11.1 of the Lease Agreement, that, notwithstanding anything in the Lease Agreement to the contrary, the deed from the City shall be to Assignee, as Assignee owns all of the interests in the Lease Agreement, as set forth herein. 3 5. Consent of City. Pursuant to Section 13.1(a) of the Lease Agreement, as evidenced by its signature hereto, the City hereby consents to this Assignment and the terms and provisions set forth herein. 6. Consent of the Trustee. The Trustee hereby consents to this Assignment and Assumption of the Lease Agreement as evidenced by its signature hereto. 7. Consent of the Lender. Lender consents to this Assignment and Assumption of the Lease Agreement as evidenced by its signature hereto. 8. No Further Assignment. Assignee shall not further assign any of its right, title or interest in or to the Lease Agreement, the leasehold estate created thereby or any right in the Project without the prior written consent of the City, and any such purported assignment without the City's prior written consent shall be ineffective and shall constitute a breach of the Lease Agreement. 9. No Release of Assignor. Assignor shall remain jointly and severally liable for all liability under the Lease Agreement, whether occurring before or after the Effective Date, including, without limitation, the indemnification obligations owing to the City and Trustee pursuant to Section 10.5 of the Lease Agreement. 10. Successors and Assigns. This Assignment shall be binding upon, and shall inure to the benefit of, Assignor and Assignee and their respective successors and assigns, and shall constitute a covenant running. 11. Ratification of Lease Agreement. Except as specifically provided for in this Assignment, the terms and conditions of the Lease Agreement shall remain in full force and effect. In the event that any provision of this Assignment shall be construed to conflict with a provision of the Lease Agreement, the provision of this Assignment, this Assignment shall be deemed to be controlling. 12. Receipt of Transcript. Assignee hereby represents that it has received and reviewed complete copies of the various other documents relating to the Bonds (the "Other Bond Documents"), a complete set of which is contained in the Transcript of Proceedings Relating to the Issuance of the Bonds (the "Transcript"). 13. Recording. Assignee shall submit this Assignment for recording in the Office of the Recorder of Deeds of Platte County, Missouri on or about the date hereof. 14. Recitals Incorporated. The recitals set forth herein are hereby incorporated into the substantive provisions of this Assignment. 15. Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Missouri and each party agrees to jurisdiction and venue in said state and the federal and state courts located in such state. 4 16. Counterparts. This Assignment may be executed in one or more counterparts which when taken together shall constitute but one original. [Remainder of Page Left Intentionally Blank; Signature Page Follows] 5 SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the Effective Date. ASSIGNEE: BABRA, LLC, a Missouri limited liability company By: BK PROPERTIES, LLC, a Missouri limited liability company, its Manager By: Kenneth G. Block, Trustee of the Kenneth G. Block Trust, dated January 11, 1991,as amended, Its Manager STATE OF MISSOURI ) ) ss. COUNTY ) On this_day , 2017, before me, appeared Kenneth G. Block, Trustee of the Kenneth G. Block Trust, dated January 11, 1991, the Manager of BK PROPERTIES, LLC, a Missouri limited liability company, the Manager of BABRA, LLC, a Missouri limited liability company, to me personally known, who being duly sworn, did say that the foregoing instrument was signed for the purposes therein contained on behalf of said limited liability company and by authority of the company; and he further acknowledged said instrument to be the free act and deed of the said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written Notary Public Printed Name My Commission Expires: 6 ASSIGNOR: GOLDEN LAKE LLC, a Missouri limited liability company By: Philip Simon, Manager STATE OF MISSOURI ) )ss. COUNTY OF ) On this day of 2017, before me, appeared Philip Simon,to me personally known, who being duly sworn, did say that he is the Manager of Golden Lake LLC, a Missouri limited liability company, and that the foregoing instrument was signed for the purposes therein contained on behalf of said limited liability company and by authority of the company; and he further acknowledged said instrument to be the free act and deed of the said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 7 CONSENT OF CITY City of Riverside, Missouri hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2017 and all of the terms and provisions set forth therein. CITY: CITY OF RIVERSIDE, MISSOURI By -- ---- ----- �' thleen L. Ros , ayor r •� fSeaq A l i ESS: r . By City Clerk STATE OF MISSOURI ss: COUNTY OF PLATTE On this jb!_ day of 2017, before me,personally appeared the Honorable Kathleen L. Rose to me perso ally known, who being by me duly sworn, did say that she is the Mayor of the City of Riverside, Missouri, a fourth-class city duly organized and validly existing under the laws of the State of Missouri, and that the foregoing instrument was signed for the purposes therein contained on behalf of said City of Riverside, Missouri by authority of its Board of Aldermen, and Mayor Rose acknowledged said instrument to be the free act and deed of said City of Riverside, Missouri. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year last above written. IU ROBSILKIICAID K' iNotary Public SEAR CIMonCamH , Printed Name My Commission Expires: rnako L g/ aDfa 8 CONSENT OF LENDER hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2017 and all of the terms and provisions set forth therein. LENDER: COMMERCE BANK,a Missouri state bank and trust company B y: Name: Title: STATE OF MISSOURI ) ) ss. COUNTY OF ) On this day of 2017, before me, appeared to me personally known, who being duly swom,did say that s/he is the of ,a , and that the foregoing instrument was signed for the purposes therein contained on behalf of said and by authority of the and s/he further acknowledged said instrument to be the free act and deed of the said IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 9 CONSENT OF TRUSTEE First Bank of Missouri, as trustee, hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2017 and all of the terms and provisions set forth therein. TRUSTEE: FIRST BANK OF MISSOURI,a Missouri state banking corporation By: Name: Title: STATE OF MISSOURI ) ) ss. COUNTY OF ) On this day of 2017, before me, appeared to me personally known, who being duly sworn, did say that s/he is the of First Bank of Missouri, a Missouri state banking corporation, and that the foregoing instrument was signed for the purposes therein contained on behalf of said and by authority of the and s/he further acknowledged said instrument to be the free act and deed of the said IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 10 CONSENT OF BONDHOLDER as the holder of the Bonds, hereby acknowledges and consents to the execution and delivery of this Assignment and Assumption of Lease dated 2017 and all of the terms and provisions set forth therein. BONDHOLDER: BABRA, LLC, a Missouri limited liability company By: BK PROPERTIES, LLC, a Missouri limited liability company, its Manager By By: Kenneth G. Block, Trustee of the Kenneth G. Block Trust, dated January 11, 1991, as amended, Its Manager STATE OF MISSOURI ) COUNTY )ss. On this , day of 2017, before me, appeared Kenneth G. Block, Trustee of the Kenneth G. Block Trust, dated January 11, 1991, the Manager of BK PROPERTIES, LLC, a Missouri limited liability company, the Manager of BABRA, LLC, a Missouri limited liability company, to me personally known, who being duly sworn, did say that the foregoing instrument was signed for the purposes therein contained on behalf of said limited liability company and by authority of the company; and he further acknowledged said instrument to be the free act and deed of the said limited liability company. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public Printed Name My Commission Expires: 11 EXMIT"A" Legal Description The North 652.84 feet of the South 677 .84 feet of Lots 1 and 2 of the Partition Plat of the Estate of George Roberts, deceased, located in the East Half of Section 6, Township 50, Range 33, more particularly described as follows, to-wit: Commencing at the Southwest corner of said Lot 1, which point is also the Southwest corner of the Southeast quarter of said Section 6, Township 50, Range 33, thence North along the West line of said Lot 1 and the West line of said Southeast Quarter a distance of 677 . 84 feet; thence East parallel with the South line of said Section 6, a distance of 1021. 93 feet to a point on the East line of said Lot 2 of said Partition Plat; thence South along said East line of said Lot 2 a distance of 677 . 84 feet to a point on the South line of said Section 6; thence West along the South line of said Lots 1 and 2 and the South line of said Section 6, a distance of 1019.7 feet to the point of beginning, EXCEPT the South 25 feet thereof. 12