Common use of Assignment of Contracts and Plans Clause in Contracts

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationsobligations evidenced hereby, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, the Project Agreements and the Final Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed to Secure Debt. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or Project Agreement or with respect to the Final Plans, Borrower hereby agrees to perform in all material respects all of its obligations under any such contractcontract or Project Agreement, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or Project Agreement or with respect to the Plans or to protect the rights of Borrower, Borrower or Administrative Agent or Lenders with respect thereto. During the continuance of an Event of Default, Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-attorney in fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or Project Agreement or with respect to the Final Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalidinvalid except to the extent of Administrative Agent’s gross negligence or willful misconduct. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and reasonable attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or Project Agreements or any action taken by Administrative Agent except to the extent of Administrative Agent’s gross negligence or Lenderswillful misconduct. Following and during the continuance of an Event of Default, Administrative Agent may use the Final Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract or Project Agreement furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Final Plans delivered to Administrative Agent are and shall be true and complete copies of the Final Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationspayment of the Smithfield Tabor Road Loans, the Borrower hereby collaterally transfers and xxx assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Lender all of the Borrower’s right, title 's rights and interest, but not its liabilityliabilities, in, under, under and to all construction, architectural architectural, engineering and design contracts, contracts and the Plans, . The Borrower represents and agrees warrants that all the copy of any contract furnished or to be furnished to the Lender is and shall be a true and complete copy thereof as of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents date delivered to the foregoing assignment from parties contracting with Borrower as Administrative Agent may requireLender, that there have been no modifications thereof which are not fully set forth in the copies delivered and that the Borrower's interest therein is not subject to any claim, setoff or encumbrance. Neither this assignment nor any action by Administrative Agent or Lenders the Lender shall constitute an assumption by Administrative Agent or Lenders the Lender of any obligation under any such contract or with respect to the Plans, and the Borrower shall continue to be liable for all obligations of the Borrower with respect thereto; and the Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue contract to be liable for all obligations of Borrower with respect theretowhich it is a party relating to the Tabor Road Property. Administrative Agent The Lender shall have the right at any time xxxx upon the occurrence and continuance of a Default or an Event of Default (but shall have no obligation) to take in its name or in the name of the Borrower such action as Administrative Agent the Lender may determine to be is necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent the Borrower or Lenders the Lender with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent The Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. The Borrower indemnifies and holds Administrative Agent and Lenders the Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and reasonable attorneys’ ' fees and expenses) incurred in connection with the Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent the Lender other than any loss, cost, liability or Lendersexpense arising solely by reason of the Lender's gross negligence or willful misconduct. Administrative Agent Upon the occurrence of a Default or an Event of Default, the Lender may use the Plans for any purpose relating to the ImprovementsTabor Road Property. The Borrower represents irrevocably constitutes and warrants xxxxints the Lender as the Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in the Borrower's name or in the Lender's name to Administrative Agent and Lenders that enforce all rights of the copy of Borrower under any contract furnished or with respect to be furnished to Administrative Agent is and shall be a true and complete copy thereofthe Plans; provided, however, that the copies Lender shall not exercise its rights as attorney-in-fact until and unless a Default or an Event of Default shall have occurred and be continuing. The rights of the Plans delivered to Administrative Agent are Lender set forth in this Section 7.1.14 (including, without limitation, the collateral transfer and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully assignment set forth in the copies deliveredfirst sentence hereof and the power of attorney granted in the previous sentence) shall be null and void and of no force or effect upon completion of (a) the purchase of the Tabor Road Property, (b) the refurbishing of the improvements xxxxted on the Tabor Road Property and that Borrower’s interest therein is not subject (c) the purchase and installation of xxx xachinery, equipment and fixtures to any claim, setoff, or encumbrancebe used and located at the Tabor Road Property.

Assignment of Contracts and Plans. As additional security for the --------------------------------- Obligations, the Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Bank all of the Borrower’s 's right, title and interest, but not its liability, in, under, and to all construction, management, architectural and design contractscontracts relating to the Project or the Property, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. The Borrower agrees to deliver to Administrative Agent the Bank from time to time upon Administrative Agent’s the Bank's request such consents to the foregoing assignment from parties contracting with the Borrower as Administrative Agent the Bank may require. Neither this assignment nor any action by Administrative Agent or Lenders the Bank shall constitute an assumption by Administrative Agent or Lenders the Bank of any obligation under any such contract or with respect to the Plans, the Borrower hereby agrees to perform all of its obligations under any such contract, and the Borrower shall continue to be liable for all obligations of the Borrower with respect thereto. Administrative Agent The Bank shall have the right at any time (but shall have no obligation) to take in its name or in the name of the Borrower such action as Administrative Agent the Bank may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent the Borrower or Lenders the Bank with respect thereto. The Borrower irrevocably constitutes and appoints Administrative Agent the Bank as the Borrower’s 's attorney-in-in- fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in the Borrower’s 's name or in Administrative Agent’s and Lender’s the Bank's name all rights of the Borrower under any such contract or with respect to the Plans. Administrative Agent The Bank shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. The Borrower indemnifies and holds Administrative Agent and Lenders the Bank harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ ' fees and expenses and attorneys’ ' fees and expenses) incurred in connection with the Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent or Lendersthe Bank. Administrative Agent The Bank may use the Plans for any purpose relating to the Improvementsimprovements. The Borrower represents and warrants to Administrative Agent and Lenders the that the copy of any contract furnished or to be furnished to Administrative Agent the Bank is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent the Bank are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that the Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Indebtedness and Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest to them in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the all Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the any Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the any Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the any Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies shall indemnify and holds hold Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and reasonable attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the any Plans for any purpose relating to the any Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the any Plans delivered to Administrative Agent are and shall be true and complete copies of the such Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Lender all of Borrower’s right, title 's rights and interest, but not its liability, in, under, and to all permits, approval, construction, architectural architectural, engineering and design contracts, and all the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees represents and warrants that the copy of any contract furnished or to deliver be furnished to Administrative Agent from time Lender is and shall be a true and complete copy thereof, that the copies of the Plans delivered to time upon Administrative Agent’s request such consents Lender are and shall be true and complete copies of the approved Plans and any Plans being worked on, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower's interest therein is not subject to the foregoing assignment from parties contracting with Borrower as Administrative Agent may requireany claim, setoff, or encumbrance. Neither this assignment nor any action by Administrative Agent or Lenders Lender shall constitute an assumption by Administrative Agent or Lenders Lender of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto, Borrower hereby agreeing to perform all of its obligations under any contract. Administrative Agent Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent Lender may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent Borrower or Lenders Lender with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ ' fees and expenses) incurred in connection with Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent or LendersLender. Administrative Agent Lender may use the Plans for any purpose relating to the Improvements. Borrower represents irrevocably constitutes and warrants appoints Lender as Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in Borrower's name or in Lender's name to Administrative Agent and Lenders that the copy enforce all rights of Borrower under any contract furnished or with respect to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Lender all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to deliver to Administrative Agent Lender from time to time upon Administrative AgentLender’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent Lender may require. Neither this assignment nor any action by Administrative Agent or Lenders Lender shall constitute an assumption by Administrative Agent or Lenders Lender of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent Lender may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent Borrower or Lenders Lender with respect thereto. As additional security for the Obligations, Borrower irrevocably constitutes and appoints Administrative Agent Lender or any officer of Lender as Borrower’s attorney-in-fact, which power of attorney forms a part of this Agreement and is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent Any authority under this foregoing power of attorney may be exercised for Lender’s benefit and need not be exercised for Borrower’s best interest. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or LendersLender. Administrative Agent Lender may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders Lender that the copy of any contract furnished or to be furnished to Administrative Agent Lender is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent Lender are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title 's rights and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent Lenders is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent Lenders are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that that, to Borrower’s 's knowledge, Borrower's interest therein is not subject to any claim, setoff, or encumbrance. Neither this assignment nor any action by Agent or Lenders shall constitute an assumption by Agent or Lenders of any obligation under any contract or with respect to the Plans (unless expressly done so pursuant to the Collateral Assignment of Construction Contract and the Consent of Contractor to Collateral Assignment of Construction Contract attached thereto as Exhibit B or the Collateral Assignment of Architect's Contract and the Consent of Architect to Collateral Assignment of Architect's Contract attached thereto as Exhibit B), and Borrower shall continue to be liable for all obligations of Borrower with respect thereto, Borrower hereby agreeing to perform all of its obligations under any contract when and if due. Agent, on behalf of Lenders shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action Lender may determine necessary to cure any default under any contract or with respect to the Plans or to protect the rights of Borrower or Lenders with respect thereto. Neither Agent nor Lenders shall incur any liability if any action so taken by Agent or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, attorneys' fees and expenses) incurred in connection with Borrower's failure to perform such contracts or any action taken by Agent absent gross negligence or willful misconduct. Lender may use the Plans for any purpose relating to the Improvements, subject to the terms of this Agreement, Collateral Assignment of Construction Contract and the Consent of Contractor to Collateral Assignment of Construction Contract attached thereto and Collateral Assignment of Architect's Contract and Consent of Architect to Collateral Assignment of Architect's Contract attached thereto. Borrower irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in Borrower's name or in Lender's name to enforce, during the period any uncured Default, all rights of Borrower under any contract or with respect to the Plans.

Assignment of Contracts and Plans. As additional security for the Mortgage Loan Obligations, Mortgage Loan Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Mortgage Loan Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Mortgage Loan Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Mortgage Loan Borrower as Administrative Agent may reasonably require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Mortgage Loan Borrower hereby agrees to perform all of its obligations under any such contract, and Mortgage Loan Borrower shall continue to be liable for all obligations of Mortgage Loan Borrower with respect thereto. During the continuance of any Default hereunder, Administrative Agent shall have the right at any time time, (but shall have no obligation) to take in its name or in the name of Mortgage Loan Borrower such action as Administrative Agent may reasonably determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Mortgage Loan Borrower, Administrative Agent or Lenders with respect thereto. The Administrative Agent agrees to promptly notify the Mortgage Loan Borrower of any such action. Subsequent to the occurrence and during the continuance of any Default, Mortgage Loan Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s its attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s its name or in Administrative Agent’s and Lender’s name all rights of Mortgage Loan Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Mortgage Loan Borrower indemnifies and holds all other Loan Parties shall, jointly and severally, indemnify and hold Administrative Agent and Lenders harmless against and from from, and shall pay upon reasonable documentation thereof, any loss, cost, liability or reasonable expense (including, but not limited to, reasonable consultants’ fees and expenses and reasonable attorneys’ fees and expenses) incurred in connection with Mortgage Loan Borrower’s failure to perform such contracts or any action taken by Administrative Agent or LendersLenders as a result of such failure. Administrative Agent may use the Plans for any purpose relating to the Improvements. Mortgage Loan Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no material modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s its interest therein is not subject to any claim, setoff, or encumbranceencumbrance except any created by the Credit Documents.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s 's right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s 's request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may reasonably require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact's attorney‑in‑fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s 's name or in Administrative Agent’s 's and Lender’s 's name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ ' fees and expenses and attorneys’ ' fees and expenses) incurred in connection with Borrower’s 's failure to perform such contracts or any such action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may reasonably require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any such action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to use its best efforts to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may requirerequire in its good faith business judgment. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine determine, in its good faith business judgment, to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders, INCLUDING SUCH FAILURE CONSTITUTING IN WHOLE OR PART ADMINISTRATIVE AGENT’S OR NONDEFAULTING LENDERS’ STRICT LIABILITY, OR COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE except to the extent such failure constitutes willful misconduct or gross negligence on Administrative Agent’s or Defaulting Lenders’ part. Administrative Agent agrees it shall not have the right to exercise its appointment as Borrower’s attorney-in-fact except during a period in which a Default has occurred and is continuing. Administrative Agent may use the Plans for any purpose relating to the New Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and or shall be be, as the case may be, a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the --------------------------------- Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s 's right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s 's request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s 's attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s 's name or in Administrative Agent’s 's and Lender’s 's name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ ' fees and expenses and attorneys’ ' fees and expenses) incurred in connection with Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Lender all of Borrower’s right, title 's rights and interest, but not its liability, in, under, and to all construction, architectural and design contracts, permits and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent Lender is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent Lender are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance. Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligation under any contract or with respect to the Plans, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto, Borrower hereby agreeing to perform all of its obligations under any contract. Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action Lender may determine necessary to cure any default under any contract or with respect to the Plans or to protect the rights of Borrower or Lender with respect thereto. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, attorneys' fees and expenses) incurred in connection with Borrower's failure to perform such contracts or any action taken by Lender. Lender may use the Plans for any purpose relating to the Improvements. Borrower irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in Borrower's name or in Lender's name to enforce all rights of Borrower under any contract or with respect to the Plans.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s 's right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to use its best efforts to deliver to Administrative Agent from time to time upon Administrative Agent’s 's request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may requirerequire in its good faith business judgment. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine determine, in its good faith business judgment, to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s 's attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s 's name or in Administrative Agent’s 's and Lender’s 's name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ ' fees and expenses and attorneys’ ' fees and expenses) incurred in connection with Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent or Lenders, INCLUDING SUCH FAILURE CONSTITUTING IN WHOLE OR PART ADMINISTRATIVE AGENT'S OR NONDEFAULTING LENDERS' STRICT LIABILITY, OR COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE except to the extent such failure constitutes willful misconduct or gross negligence on Administrative Agent's or Defaulting Lenders' part. Administrative Agent agrees it shall not have the right to exercise its appointment as Borrower's attorney-in-fact except during a period in which a Default has occurred and is continuing. Administrative Agent may use the Plans for any purpose relating to the New Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and or shall be be, as the case may be, a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s rightrights, title titles and interestinterests, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. At any time a Default exists, Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or or, if a Default then exists, to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the PlansPlans at any time a Default exists. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and reasonable attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent as authorized by this Section 2.4, INCLUDING ACTION CONSTITUTING IN WHOLE OR PART ADMINISTRATIVE AGENT’S OR NONDEFAULTING LENDERS’ STRICT LIABILITY, OR COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE except to the extent such constitutes willful misconduct or Lendersgross negligence on Administrative Agent’s or any Lender’s part. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance.

Assignment of Contracts and Plans. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in Lender all of Borrower’s right, title 's rights and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent Lender is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent Lender are and shall be true and complete copies of the Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance. Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligation under any contract or with respect to the Plans, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto, Borrower hereby agreeing to perform all of its obligations under any contract. Lender shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action Lender may determine necessary to cure any default under any contract or with respect to the Plans or to protect the rights of Borrower or Lender with respect thereto. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Lender harmless against and from any loss, cost, liability or expense (including, but not limited to, attorneys' fees and expenses) incurred in connection with Borrower's failure to perform such contracts or any action taken by Lender. Lender may use the Plans for any purpose relating to the Improvements. Borrower irrevocably constitutes and appoints Lender as Borrower's attorney-in-fact, which power of attorney shall be irrevocable and coupled with an interest, in Borrower's name or in Lender's name to enforce all rights of Borrower under any contract or with respect to the Plans.

Assignment of Contracts and Plans. As additional security for the Indebtedness and Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the all Plans, and agrees that all of the same are covered by the security agreement provisions of the MortgageDeed of Trust. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the any Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default under any such contract or with respect to the any Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s name or in Administrative Agent’s and Lender’s name all rights of Borrower under any such contract or with respect to the any Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ fees and expenses and reasonable attorneys’ fees and expenses) incurred in connection with Borrower’s failure to perform such contracts or any action taken by Administrative Agent or Lenders. Administrative Agent may use the any Plans for any purpose relating to the any Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the any Plans delivered to Administrative Agent are and shall be true and complete copies of the such Plans, that there have been no modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s interest therein is not subject to any claim, setoff, or encumbrance. Borrowers acknowledge that it is the Administrative Agent’s policy to require written consents to assignment and subordination of all architectural and design contracts. Administrative Agent has been advised that Xxxxx Xxxxxx contractually agreed with AHP Construction LLC that Xxxxx Xxxxxx’x contract would not be assignable. While Xxxxx Xxxxxx has agreed to consent to certain agreements with Administrative Agent, Xxxxx Xxxxxx has not agreed to many of the terms and conditions of the Administrative Agent’s required form of written consent to assignment and subordination. Administrative Agent has reluctantly agreed to Xxxxx Xxxxxx’x requested changes to Administrative Agent’s form, but such changes are not intended to result in any assumption of liability or responsibility to Xxxxx Xxxxxx or any other person by Administrative Agent under Xxxxx Xxxxxx’x contracts relating to the Plans or the Improvements except as expressly set forth in the Designer’s Consent.

Assignment of Contracts and Plans. As additional security for the Obligations, Borrower hereby transfers and assigns to Administrative Agent for the ratable benefit of Administrative Agent and Lenders and grants a security interest in all of Borrower’s 's right, title and interest, but not its liability, in, under, and to all construction, architectural and design contracts, and the Plans, and agrees that all of the same are covered by the security agreement provisions of the Mortgage. Borrower agrees to deliver to Administrative Agent from time to time upon Administrative Agent’s 's request such consents to the foregoing assignment from parties contracting with Borrower as Administrative Agent reasonably may require. Neither this assignment nor any action by Administrative Agent or Lenders shall constitute an assumption by Administrative Agent or Lenders of any obligation under any such contract or with respect to the Plans, Borrower hereby agrees to perform all of its obligations under any such contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Administrative Agent shall have the right at any time following written notice to Borrower (but shall have no obligation) to take in its name or in the name of Borrower such action as Administrative Agent may determine to be necessary to cure any default in any material respect of Borrower under any such contract or with respect to the Plans or to protect the rights of Borrower, Administrative Agent or Lenders with respect thereto. Borrower irrevocably constitutes and appoints Administrative Agent as Borrower’s 's attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, after a Default by Borrower under this Agreement to enforce in Borrower’s 's name or in Administrative Agent’s 's and Lender’s name 's name, following written notice to Borrower of the occurrence, and during the continuance, of a Default, all rights of Borrower under any such contract or with respect to the Plans. Administrative Agent shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, absent gross negligence or reckless or willful conduct on the part of Administrative Agent or any Lender. Borrower indemnifies and holds Administrative Agent and Lenders harmless against and from any loss, cost, liability or expense (including, but not limited to, consultants’ ' fees and expenses and attorneys’ ' fees and expenses) incurred in connection with Borrower’s 's failure to perform such contracts or any action taken by Administrative Agent or LendersLenders with respect to such contracts, absent gross negligence or reckless or willful conduct on the part of Administrative Agent or any Lender. Administrative Agent on behalf of the Lenders may use the Plans for any purpose relating to the Improvements. Borrower represents and warrants to Administrative Agent and Lenders that the copy of any contract furnished or to be furnished to Administrative Agent is and shall be a true and complete copy thereof, that the copies of the Plans delivered to Administrative Agent are and shall be true and complete copies of the Plans, that there have been no material modifications thereof which are not fully set forth in the copies delivered, and that Borrower’s 's interest therein is not subject to any claim, setoff, or encumbrance.