Common use of Assignment of Contracts Clause in Contracts

Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority 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 as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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. As additional security for Duly executed and acknowledged Assignment of Contracts assigning and conveying to Buyer the Obligations, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, all of BorrowerSeller’s right, title and interest, but not its liability, interest in, under, to and under the assignable Contracts and containing an indemnity by Seller in favor of Buyer for Claims related to all periods prior to the Closing and (if such contracts and agreements are assumed by Buyer) containing an indemnity by Buyer in favor of Seller related to the Collateral and agrees that all period after the Closing, together with original executed counterparts of contracts affecting or relating to the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in their possession as of the same are covered Closing date. □ Assignment of Leases. Duly executed, acknowledged and recordable Assignment of Leases assigning and conveying to the Buyer the Landlord’s interest in, to and under any existing leases and containing an indemnity by Seller in favor of Buyer for claims by tenants arising prior to the Closing, and an indemnity by Buyer in favor of Seller for claims by tenants arising after the Closing, together with original executed counterparts of leases affecting or relating to the Property or any transferred interest, to the extent Seller or its agents have such original executed counterparts in their possession as of the Closing date. □ Notice to Tenants. A letter executed by the security agreement provisions Seller in a form approved by the Buyer and addressed to all tenants under existing leases, notifying such tenants of the Security Agreements. Borrower agrees change in ownership of the Property and directing that payment of all rent and other sums due from such tenants from and after Closing be made to Buyer or such other party as Buyer may direct (it shall be the responsibility of Seller to deliver to Agent from time to time upon Agent’s request such consents letters to the foregoing assignment from parties contracting with Borrower as Agent may requiretenants.) □ Rent Roll. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender A complete and accurate rent roll for the Property updated through the date of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, Closing and Borrower shall continue certified to be liable for true and correct by Seller at Closing. □ Estoppel Certificates. Estoppel certificates from all obligations of Borrower with respect thereto. Agentexisting commercial tenants, concessionaires and licensees upon the written instruction of the Majority LendersProperty, shall have the right at any time if any, in form and content acceptable to Buyer and dated no earlier than 30 days prior to Closing (but shall have no obligation) to take in its name or in the name of Borrower such action as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbranceexcluding individual tenant leases).

Assignment of Contracts. As additional security for the Obligationspayment of the Debt and the payment and performance of the obligations, covenants and agreements under the Loan Documents, Borrower and each Borrower-Related Party hereby transfers and assigns to Agent, Lender for the benefit of the Lenders, Lender all of Borrower’s right, title rights and interest, but not its liabilityobligations, in, under, under and to all contracts contracts, subcontracts and agreements related agreements, written or oral, between Borrower and any other party, and between parties other than Borrower, in any way relating to (i) the Collateral management, maintenance, administration, and agrees that all marketing of the same are covered by Property (collectively, the security agreement provisions “Management Contracts”), (ii) the development of the Security Agreements. Mortgaged Property and/or the construction of Improvements on the Mortgaged Property, or the supplying of material (specially fabricated or otherwise), labor, supplies, or other services therefor (collectively, the “Construction Contracts”), and (iii) the Mortgaged Property in any other regard (the “Other Contracts”, and collectively with the Management Contracts and the Construction Contracts, the “Contracts”) upon the following terms and conditions: (i) Borrower agrees and each Borrower-Related Party represents and warrants to deliver Lender that the copy of each Contract that Borrower has furnished or will furnish to Agent from time Lender is or will be a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance; (ii) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction thereunder; and Borrower hereby agrees to perform all of the Majority 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 as the Majority Lenders may determine to be necessary to cure any default obligations under any contract or to protect the rights of Borrower, Agent or the Lenders with respect theretoeach Contract. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each Borrower-Related Party hereby agrees to indemnify and hold 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 any such contracts Contract or any action taken by Agent or any Lender, except for matters arising as set forth a result of the gross negligence or willful misconduct by Lender; (iii) Upon the occurrence of an Event of Default, and during the continuance thereof, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the next sentencename of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. WITHOUT LIMITATIONLender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OFand Borrower and each Borrower-Related Party agrees to indemnify and hold Lender harmless against and from any loss, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OFcost, THE NEGLIGENCE liability or expense (WHETHER SOLEincluding but not limited to reasonable attorneys’ fees) incurred in connection with any such action, COMPARATIVE OR CONTRIBUTORYexcept for matters arising as a result of the gross negligence or willful misconduct of Lender; (iv) OR STRICT LIABILITY OF LENDERBorrower hereby irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s or Lender’s name, to enforce all rights of such Borrower under each Contract; provided, however, that Lender agrees not to exercise such appointment until the occurrence of an Event of Default, and during the continuance thereof. HOWEVERSuch appointment is coupled with an interest and is therefore irrevocable; Loan AgreementFrisco 113, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Collin County, Texas 28 (v) Prior to the occurrence of an Event of Default, Borrower represents shall have the right to exercise its rights as owner under each Contract; provided, that Borrower shall not cancel or amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender, which may be given or withheld in Lender’s sole discretion; and (vi) This assignment shall inure to the benefit of Lender and warrants to Agent its successors and to each Lender that assigns, any purchaser upon foreclosure of the copy Liens against any Property, any receiver in possession of any contract furnished Property or to be furnished to Agent is any portion thereof and shall be a true any entity affiliated with Lender which assumes Lender’s rights and complete copy thereof, 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 encumbranceobligations under this Agreement.

Assignment of Contracts. As additional security for the ObligationsLoan, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, Lender all of Borrower’s right, title rights and interest, but not its liabilityobligations, in, underunder and to each Contract (including, without limitation, the General Contract and any agreement with a Design Professional) upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Agent or any Lender Lxxxxx shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect theretothereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. AgentEXCEPT FOR THOSE LOSSES, upon the written instruction of the Majority LendersCOSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LXXXXX, BXXXXXXX AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) 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 the Majority Lenders Lender may at any time determine to be necessary or advisable to cure any default under any contract Contract or to protect the rights of BorrowerBorrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, Agent or the Lenders 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, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Lxxxxx as BorrowerBxxxxxxx’s attorney-in-fact, which power in Borrower’s or Lxxxxx’s name, to enforce all rights of attorney Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have the right to enforce in Borrower’s name exercise its rights as owner under each Contract, provided that Borrower shall not cancel or in Agent’s materially amend any Contract or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it do or on its behalf shall prove suffer to be inadequate or invalid. Borrower indemnifies done any act which would impair the security constituted by this assignment without the prior written consent of Lxxxxx. (f) This assignment shall inure to the benefit of Lender and holds Agent its successors and each Lender harmless against assigns, any purchaser upon foreclosure of the Lien Instrument and any receiver in possession of the Mortgaged Property. (g) Bxxxxxxx hereby agrees that at the request of Lxxxxx, Bxxxxxxx will cause to be executed and delivered to Lxxxxx consents from any losscounterparty of Bxxxxxxx’s assignment of such Contract, 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or consents to be furnished in form and substance reasonably satisfactory to Agent is and shall be a true and complete copy thereof, 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 encumbranceLender.

Assignment of Contracts. As additional security for the ObligationsLoan, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, Lender all of Borrower’s right, title 's rights and interest, but not its liabilityobligations, in, underunder and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower's interest therein is not subject to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect theretothereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. AgentEXCEPT FOR THOSE LOSSES, upon the written instruction of the Majority LendersCOSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. LOAN AGREEMENT - Page 28 667404; Miami-Dade County – Florida (c) 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 the Majority Lenders Lender may at any time determine to be necessary or advisable to cure any default under any contract Contract or to protect the rights of BorrowerBorrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, Agent or the Lenders with respect thereto. LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Lender as Borrower’s 's attorney-in-fact, which power in Borrower's or Lender's name, to enforce all rights of attorney Borrower under each Contract after the occurrence, and during the pendency, of any Event of Default. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have the right to enforce in Borrower’s name exercise its rights as owner under each Contract, provided that Borrower shall not cancel or in Agent’s materially amend any Contract or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it do or on its behalf shall prove suffer to be inadequate or invalid. Borrower indemnifies done any act which would impair the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the benefit of Lender and holds Agent its successors and each assigns, any purchaser upon foreclosure of the Lien Instrument, any receiver in possession of the Mortgaged Property and any corporation affiliated with Lender harmless against which assumes Lender's rights 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbranceobligations under this Agreement.

Assignment of Contracts. As additional security for the ObligationsLoan, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, Lender all of Borrower’s right, title 's rights and interest, but not its liabilityobligations, in, underunder and to each Contract (including, without limitation, the Construction Contract and any agreement with a Design Professional) upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower's interest therein is not subject to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect theretothereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. AgentEXCEPT FOR THOSE LOSSES, upon the written instruction of the Majority LendersCOSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) 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 the Majority Lenders Lender may at any time determine to be necessary or advisable to cure any default under any contract Contract or to protect the rights of BorrowerBorrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, Agent or the Lenders with respect thereto. LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Lender as Borrower’s 's attorney-in-fact, which power in Borrower's or Lender's name, to enforce all rights of attorney Borrower under each Contract after the occurrence, and during the pendency, of any Event of Default. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, Borrower shall have the right to enforce in Borrower’s name exercise its rights as owner under each Contract, provided that Borrower shall not cancel or in Agent’s materially amend any Contract or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it do or on its behalf shall prove suffer to be inadequate or invaliddone any act which would impair the security constituted by this assignment without the prior written consent of Lender. Borrower indemnifies 641926; Miami-Dade County – Florida (f) This assignment shall inure to the benefit of Lender and holds Agent its successors and each assigns, any purchaser upon foreclosure of the Lien Instrument, any receiver in possession of the Mortgaged Property and any corporation affiliated with Lender harmless against which assumes Lender's rights 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbranceobligations under this Agreement.

Assignment of Contracts. As additional security During the Transition Period, Licensee will have the right to request that Licensor assign to Licensee any of the Potential Assigned Contracts. On a Potential Assigned Contract-by-Potential Assigned Contract basis, until the earlier of (a) the conclusion of the Transition Period, (b) Licensee’s notification to Licensor that it elects to assume the applicable Potential Assigned Contract, or (c) Licensee’s notification to Licensor that it declines to assume the applicable Potential Assigned Contract, Licensor will maintain such Potential Assigned Contract in good standing. Licensee will endeavor to notify Licensor as promptly during the Transition Period as possible if Licensee does not intend to assume a Potential Assigned Contract. If Licensee elects to have assigned to it a Potential Assigned Contract, then Licensee will reimburse Licensor for Licensor’s reasonable and documented costs and expenses incurred in maintaining such Potential Assigned Contract during the Transition Period (including amounts for activities conducted during the Transition Period, even if initiated prior to the Effective Date), which costs and expenses will not materially exceed the estimated costs and expenses provided to Licensee as of the Effective Date for such Potential Assigned Contract for the ObligationsTransition Period. Upon such Licensee’s request, Borrower hereby transfers Licensor will, and assigns will cause its Affiliates to, initiate the assignment and transfer to AgentLicensee, for the benefit free and clear of the Lendersall liabilities, claims, liens, charges, and encumbrances, all of BorrowerLicensor’s rightand Licensor’s Affiliates’ rights, title title, and interest, but not its liability, interests in, to, and under, the requested Potential Assigned Contract. Each Party will use its best efforts to complete such assignments within [***] after the date upon which Licensee requested assignment of such Potential Assigned Contract, and in any event, will complete such assignments within [***] after the date of such request. The foregoing reimbursement obligation will apply during such assignment period. For each Potential Assigned Contract that is assigned to Licensee pursuant to this Section 2.6 (Assignment of Contracts), Licensor will retain all contracts liabilities arising under such contract (i) prior to the date of assignment thereof to Licensee, (ii) after the date of assignment thereof to Licensee resulting from activities of Licensor or its Affiliates prior to the date of assignment thereof, and agreements (iii) related to the Collateral and agrees that all Licensor’s Exploitation of the same are covered by Licensed Products outside the security agreement provisions Territory or of any product that is not a Licensed Product anywhere in the world. Notwithstanding the foregoing, [***]. With respect to any milestone event payment included in a Potential Assigned Contract that is assigned to Licensee, the liability for such payments will be based upon the date of achievement of the Security Agreementsapplicable milestone event (and not the invoice date for such payment), such that [***]. Borrower agrees The assignment of any Potential Assigned Contract to deliver Licensee will be pursuant to Agent from time either (A) an assignment and assumption agreement in substantially the form set forth on Schedule 8A hereto if the applicable Third Party vendor’s consent is not required for such assignment, or (B) a novation agreement in substantially the form set forth on Schedule 8B hereto, if the applicable Third Party vendor’s consent is required for such assignment. The assignment of any Potential Assigned Contract will not be considered complete until (I) the delivery to time upon Agent’s request Licensee of such assignment and assumption agreement by Licensor to Licensee in accordance with this Section 2.6 (Assignment of Contracts), (II) all necessary consents to assign the foregoing Potential Assigned Contract have been obtained, and (III) all notices required before assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under Potential Assigned Contract have been sent. With respect to any contractPotential Assigned Contract that requires the Third Party vendor’s consent, Licensor will use best efforts to obtain such consent without qualification. Borrower hereby agrees With respect to perform all of its obligations under any contractsuch Potential Assigned Contract that does not solely relate to Licensed Antibodies or Licensed Products, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agentin seeking the applicable Third Party consent, upon Licensor will request that such Third Party duplicate the written instruction terms of the Majority Lenders, shall have the right at any time (but shall have no obligation) existing Potential Assigned Contract with a scope that is limited to take in its name or in the name of Borrower such action as the Majority Lenders may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes Licensed Antibodies and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-factLicensed Products, which power of attorney is coupled duplicated agreement will be entered into by Licensee, with an interest Licensor retaining rights and irrevocable, liabilities under such Potential Assigned Contract other than those specific to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies the Licensed Antibodies and holds Agent and each 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbranceLicensed Products.

Assignment of Contracts. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, Lender all of Borrower’s right, title 's rights and interest, but not its liabilityobligations, in, underunder and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower's interest therein is not subject to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance. (b) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect theretothereunder, Borrower hereby agreeing to perform all of its obligations under each Contract. AgentEXCEPT FOR THOSE LOSSES, upon the written instruction of the Majority LendersCOSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) 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 the Majority Lenders Lender may at any time determine to be necessary or advisable to cure any default under any contract Contract or to protect the rights of BorrowerBorrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, Agent or the Lenders with respect thereto. LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Lender as Borrower’s 's attorney-in-fact, which power in Borrower's or Lender's name, to enforce all rights of attorney Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable; provided, however, Lender hereby agrees that it shall take no action and have no right to enforce take any actions as Borrower's attorney-in-fact under this provision unless and until an Event of Default shall occur and then be in Borrower’s name existence. (e) In the absence of a continuing Event of Default, Borrower shall have the right to exercise its rights as owner under each Contract, provided that Borrower shall not cancel or in Agent’s materially amend any Contract or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it do or on its behalf shall prove suffer to be inadequate or invalid. Borrower indemnifies done any act which would impair the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the benefit of Lender and holds Agent its successors and each assigns, any purchaser upon foreclosure of the Mortgage, any receiver in possession of the Mortgaged Property and any corporation affiliated with Lender harmless against which assumes Lender's rights 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbranceobligations under this Agreement.

Assignment of Contracts. As additional security for the Obligations, Borrower hereby transfers and assigns to Agent, Administrative Agent for the ratable benefit of the Lenders, 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 contracts construction, architectural and agreements related to the Collateral design contracts, and agrees that all of the same are covered by the security agreement provisions of the Security AgreementsMortgage. 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 any Lender Lenders shall constitute an assumption by Administrative Agent or any Lender Lenders of any obligation under any contract. , Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction of the Majority Lenders, 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 the Majority Lenders Administrative Agent may determine to be necessary to cure any default under any contract or to protect the rights of Borrower, Administrative Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Administrative Agent as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Administrative Agent’s or any and Lender’s name all rights of Borrower under any contract. Neither Administrative Agent nor any Lender shall incur any 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 each Lender 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 any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDERLenders. Borrower represents and warrants to Administrative Agent and to each Lender 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 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. As additional security for the Obligationspayment of the Loan, Borrower hereby transfers and assigns to Agent, for the benefit of the Lenders, Lender all of Borrower’s right, title rights and interest, but not its liabilityobligations, in, underunder and to each Contract upon the following terms and conditions: (a) Borrower represents and warrants that the copy of each Contract Borrower has furnished or will furnish to Lender is or will be (as applicable) a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to all contracts and agreements related to the Collateral and agrees that all any encumbrance other than in favor of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Lender. (b) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect theretothereunder, Borrower hereby agreeing to perform all of its material obligations under each Contract. AgentEXCEPT FOR THOSE LOSSES, upon the written instruction COSTS, LIABILITIES OR EXPENSES THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) RESULTING FROM ANY FAILURE OF BORROWER TO SO PERFORM. (c) During a continuing Event of the Majority LendersDefault, 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 the Majority Lenders Lender may at any time determine to be necessary or advisable to cure any default under any contract Contract or to protect the rights of BorrowerBorrower or Lender thereunder. EXCEPT FOR THOSE ACTIONS THAT ARE CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LENDER, Agent or the Lenders with respect thereto. LENDER SHALL INCUR NO LIABILITY IF ANY ACTION SO TAKEN BY IT OR IN ITS BEHALF SHALL PROVE TO BE INADEQUATE OR INVALID, AND BORROWER AGREES TO INDEMNIFY AND HOLD LENDER HARMLESS AGAINST AND FROM ANY LOSS, COST, LIABILITY OR EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION. (d) Borrower hereby irrevocably constitutes and appoints Agent, for the benefit of the Lenders, Lender as Borrower’s attorney-in-fact, which power in Borrower’s or Lender’s name, during a continuing Event of attorney Default, to enforce all rights of Borrower under each Contract. Such appointment is coupled with an interest and is therefore irrevocable. (e) In the absence of a continuing Event of Default, and notice from Lender to Borrower directing Borrower that Lender is exercising its rights under this Section 6.1 Borrower shall have the right to exercise its rights as owner under each Contract, provided that, except in the ordinary course of prudent office property management, Borrower shall not cancel or materially amend in any material respect any Contract or do or suffer to be done any act which would impair, to enforce any material extent, the security constituted by this assignment without the prior written consent of Lender. (f) This assignment shall inure to the benefit of Lender and its successors and assigns, any purchaser upon foreclosure of the Lien Instrument, any receiver in Borrower’s name or in Agent’s or possession of the Mortgaged Property and any corporation affiliated with Lender which assumes Lender’s name all rights of Borrower and obligations under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each 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 Agent or any Lender, except as set forth in the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbrancethis Agreement.

Assignment of Contracts. As additional security for the Obligationspayment of the Debt and the payment and performance of the obligations, covenants and agreements under the Loan Documents, Borrower and each Borrower-Related Party hereby transfers and assigns to Agent, Lender for the benefit of the Lenders, Lender all of Borrower’s right, title rights and interest, but not its liabilityobligations, in, under, under and to all contracts contracts, subcontracts and agreements related agreements, written or oral, between Borrower and any other party, and between parties other than Borrower, in any way relating to (i) the Collateral management, maintenance, administration, and agrees that all marketing of the same are covered by Property (collectively, the security agreement provisions “Management Contracts”), (ii) the development of the Security Agreements. Mortgaged Property and/or the construction of the Improvements on the Mortgaged Property, or the supplying of material (specially fabricated or otherwise), labor, supplies, or other services therefor (collectively, the “Construction Contracts”), and (iii) the Mortgaged Property in any other regard (the “Other Contracts”, and collectively with the Management Contracts and the Construction Contracts, the “Contracts”) upon the following terms and conditions: (i) Borrower agrees and each Borrower-Related Party represents and warrants to deliver Lender that the copy of each Contract that Borrower has furnished or will furnish to Agent from time Lender is or will be a true and complete copy thereof, including all amendments thereto, if any, and that Borrower’s interest therein is not subject to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. any claim, setoff or encumbrance; (ii) Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contractContract, and Borrower shall continue to be liable for all obligations of Borrower with respect thereto. Agent, upon the written instruction thereunder; and Borrower hereby agrees to perform all of the Majority 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 as the Majority Lenders may determine to be necessary to cure any default obligations under any contract or to protect the rights of Borrower, Agent or the Lenders with respect theretoeach Contract. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable, to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights of Borrower under any contract. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid. Borrower indemnifies and holds Agent and each Borrower-Related Party hereby agrees to indemnify and hold 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 any such contracts Contract or any action taken by Agent or any Lender, except for matters arising as set forth a result of the gross negligence or willful misconduct by Lender; (iii) Upon the occurrence of an Event of Default, and during the continuance thereof, Lender shall have the right at any time (but shall have no obligation) to take in its name or in the next sentencename of Borrower such action as Lender may at any time determine to be necessary or advisable to cure any default under any Contract or to protect the rights of Borrower or Lender thereunder. WITHOUT LIMITATIONLender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OFand Borrower and each Borrower-Related Party agrees to indemnify and hold Lender harmless against and from any loss, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OFcost, THE NEGLIGENCE liability or expense (WHETHER SOLEincluding but not limited to reasonable attorneys’ fees) incurred in connection with any such action, COMPARATIVE OR CONTRIBUTORYexcept for matters arising as a result of the gross negligence or willful misconduct of Lender; Loan Agreement – Sxxxxxxx Xxxxxx 0X, Xxxx Xxxx Xxxxxx, Xxxxx 28 (iv) OR STRICT LIABILITY OF LENDERBorrower hereby irrevocably constitutes and appoints Lender as Borrower’s attorney-in-fact, in Borrower’s or Lender’s name, to enforce all rights of such Borrower under each Contract; provided, however, that Lender agrees not to exercise such appointment until the occurrence of an Event of Default, and during the continuance thereof. HOWEVERSuch appointment is coupled with an interest and is therefore irrevocable; (v) Prior to the occurrence of an Event of Default, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents shall have the right to exercise its rights as owner under each Contract; provided, that Borrower shall not cancel or amend any Contract or do or suffer to be done any act which would impair the security constituted by this assignment without the prior written consent of Lender, which may be given or withheld in Lender’s sole discretion; and (vi) This assignment shall inure to the benefit of Lender and warrants to Agent its successors and to each Lender that assigns, any purchaser upon foreclosure of the copy Liens against any Property, any receiver in possession of any contract furnished Property or to be furnished to Agent is any portion thereof and shall be a true any entity affiliated with Lender which assumes Lender’s rights and complete copy thereof, 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 encumbranceobligations under this Agreement.

Assignment of Contracts. As additional Tenant hereby transfers, assigns and sets over to Landlord, and its successors and assigns, all of its rights, title and interest in and to the Assigned Contracts. This assignment is made as collateral security for the Obligations, Borrower hereby transfers Tenant's prompt payment of the Rent when due and assigns to Agent, for the benefit performance of the Lenders, all of Borrower’s right, title and interest, but not its liability, in, under, and to all contracts and agreements related to the Collateral and agrees that all of the same are covered by the security agreement provisions of the Security Agreements. Borrower agrees to deliver to Agent from time to time upon Agent’s request such consents to the foregoing assignment from parties contracting with Borrower as Agent may require. Neither this assignment nor any action by Agent or any Lender shall constitute an assumption by Agent or any Lender of any obligation under any contract. Borrower hereby agrees to perform all of its obligations under any contract, and Borrower shall continue to be liable for all other obligations of Borrower with respect theretoTenant under the Loan Documents. AgentUpon receipt by Tenant of written notice from Landlord that an Event of Default has occurred and is continuing, upon the written instruction of the Majority Lenders, Landlord shall have the right at any time (but shall have no obligation) to take right, in its sole and absolute discretion and with no obligation whatsoever to exercise such right, to exercise all the rights of Tenant under the Assigned Contracts as to the Leased Property to which such Event of Default relates. Until the occurrence and during the continuance of an Event of Default, Landlord shall not exercise any rights hereunder and Tenant shall be entitled to all rights, issues, rents and profits under the Assigned Contracts. Tenant, by executing this Lease, agrees that Landlord does not assume any obligations or duties of Tenant concerning the Assigned Contracts until and unless Landlord shall exercise its rights hereunder. Tenant hereby irrevocably constitutes and appoints Landlord as the Tenant's attorney-in-fact to demand, receive and enforce Tenant's rights with respect to the Assigned Contracts, to give appropriate receipts, releases and satisfactions for and on Tenant's behalf and to do any and all acts in Tenant's name or in the name of Borrower such action the Landlord with the same force and effect as the Majority Lenders may determine Tenant could do if this assignment had not been made. The foregoing assignment shall be deemed to be necessary to cure any default under any contract or to protect the rights of Borrower, Agent or the Lenders with respect thereto. Borrower irrevocably constitutes and appoints Agent, for the benefit of the Lenders, as Borrower’s attorney-in-fact, which power of attorney is coupled with an interest and irrevocable. Landlord will not be deemed in any manner to have assumed any liabilities or obligations relating to any of the Assigned Contracts, nor shall Landlord be liable to enforce in Borrower’s name or in Agent’s or any Lender’s name all rights person by reason of Borrower any default by any party under any contractof the Assigned Contracts. Neither Agent nor any Lender shall incur any liability if any action so taken by it or on its behalf shall prove Tenant agrees to be inadequate or invalid. Borrower indemnifies indemnify and holds Agent and each Lender to hold Landlord harmless against of and from any lossand all liabilities, costlosses, liability damages, expenses or expense (including, but not limited to, consultants’ fees costs which it may or might incur by reason of any claims or demands against it based on its alleged assumption of Tenant's duty and expenses and attorneys’ fees and expenses) incurred in connection with Borrower’s failure obligation to perform such contracts or any action taken by Agent or any Lenderand discharge the terms, covenants and agreements in the Assigned Contracts, except as set forth in to the next sentence. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO AGENT AND TO EACH LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. Borrower represents and warrants to Agent and to each Lender that the copy of any contract furnished extent caused by Landlord's willful misconduct or to be furnished to Agent is and shall be a true and complete copy thereof, 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 encumbrancegross negligence.