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4. ASSIGNMENT OF CONTRACTS AND PLANS.
<br /> 4.1 Assignment of Contracts and Plans. As security for the Loan, Grantor hereby assigns,
<br /> transfers,and pledges to Beneficiary all of its right,title and interest in and to the Contracts and Plans identified above.
<br /> 4.2 Security. This assignment and pledge set forth in this Section is for security purposes
<br /> only, and is made to secure payment of all amounts and performance of each and every obligation of Grantor under
<br /> the Development Agreement and Amendment and under any other instrument executed by Grantor with respect to the
<br /> Collateral.
<br /> 4.3 Reliance by Other Parties. The assignment and pledge set forth in this Section shall be
<br /> conclusive evidence of Beneficiary's rights hereunder and may be relied upon by any architect, engineer, construction
<br /> contractor or subcontractor,supplier of materials or labor,or other party to any of the Contracts.
<br /> 4.4 Beneficiary Authorized to Demand Performance. Upon the occurrence of a default
<br /> under any of the Development Agreement and Amendment, Grantor hereby authorizes Beneficiary, and for this
<br /> purpose irrevocably constitutes and appoints Beneficiary as its attorney-in-fact, coupled with an interest, to use the
<br /> Plans for further development and construction on the Project, to demand, receive, and enforce Grantor's rights under
<br /> the Contracts, to make payments and give appropriate receipts, releases and satisfactions under such Contracts, and
<br /> to perform any and all acts with respect to the Contracts or Plans that Beneficiary deems necessary or desirable, all on
<br /> behalf of and in the name of Grantor, or at Beneficiary's option in Beneficiary's own name, with the same force and
<br /> effect as if performed by Grantor. Beneficiary may also reassign its rights hereunder to another person designated by
<br /> Beneficiary,who shall have the same rights to enforce the Contracts and utilize the Plans.
<br /> 4.5 No Modification or Further Assignment. Without Beneficiary's prior written approval,
<br /> which shall not be unreasonably withheld, conditioned or delayed, Grantor will not: (i)make any amendments or
<br /> modifications in the Contracts that are materially adverse to Grantor, or (ii)assign, pledge, mortgage, or otherwise
<br /> transfer or encumber any of its right, title, or interest in any of the Contracts or Plans while the Secured Obligation
<br /> remains unfulfilled.
<br /> 4.6 Beneficiary Not Liable. Beneficiary's acceptance of this assignment of Grantor's rights
<br /> in the Contracts and Plans does not constitute an assumption by Beneficiary of any obligations whatsoever relating to
<br /> such Contracts or Plans. Accordingly, Beneficiary shall have no liability to any other party to such Contracts or
<br /> preparer of such Plans unless or until Beneficiary assumes in writing the obligations relating to such Contracts or
<br /> Plans. If Beneficiary designates a receiver, contractor, or other party to oversee administration of the Contracts and
<br /> completion of the development of the Project, the obligations under such Contracts or relating to such Plans shall be
<br /> assumed and performed by such designee, and Beneficiary shall have no liability whatsoever with respect to those
<br /> obligations.
<br /> 4.7 Grantor's Representations, Warranties, and Covenants. Grantor represents and
<br /> warrants to Beneficiary: (i)there have been no prior assignments of Grantor's interest in the Contracts and Plans, and
<br /> Grantor's assignment to Beneficiary shall be in a first lien position; (ii)Grantor has full power and authority to assign its
<br /> right, title and interest in the Contracts and Plans to Beneficiary and, with respect to the assignment of each Contract
<br /> or Plan, either: (a)Grantor has obtained and delivered to Beneficiary a consent to such assignment in a form
<br /> satisfactory to Beneficiary, or(b)no consents or approvals of any persons or entities under such Contract or Plan are
<br /> necessary for Grantor to validly sign, deliver and perform this assignment; and (iii)the Contracts constitute valid and
<br /> binding agreements, enforceable against both Grantor and the other party or parties in accordance with their terms,
<br /> and neither Grantor nor, to the best of Grantor's knowledge, any other party to such Contracts is in default under the
<br /> terms of such Contracts,except for any defaults already disclosed by Grantor to Beneficiary in writing.
<br /> Everett Deed of Trust—Lot 1 Page 5
<br /> ND:19652.017 4822-1832-5829v1
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