Common use of Right to Complete Clause in Contracts

Right to Complete. (a) Upon the occurrence and during the continuance of an Event of Default, the Agents and the Lenders, in addition to any other remedy that they may have under the Credit Documents or by Law, will have the right (but not the obligation) in their sole and absolute discretion: (i) to enter upon a Site, a Project and other property owned or leased by Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, at the risk, cost and expense of Borrower; (ii) at any and all times to discontinue any work commenced by them in respect of a Project or to change any course of action undertaken by them; and (iii) to take over and use all or any part of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the Affiliates, whether or not previously incorporated into a Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereon. The Agents may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents or the Lenders constitute either Agent or any Lender a mortgagee-in-possession, and Borrower hereby indemnifies the Agents and the Lenders from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3. (b) In connection with any construction or development of a Project undertaken by the Agents and the Lenders pursuant to the provisions of this Section 6.3, they may: (i) engage builders, contractors, architects, engineers, security services and others for the purpose of furnishing labor, material, equipment and security in connection with any construction of a Project; (ii) pay, settle or compromise, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a Site or a Project, or that have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping of a Project or for the discharge of Liens or defects in the title of a Site or a Project; and (iii) take such other action or refrain from acting under this Agreement as the Lenders may in their sole and absolute discretion from time to time determine. (c) Borrower will be liable to the Agents and the Lenders for all sums paid or incurred for the acquisition, construction, development, completion and equipping of a Project and all payments made or liabilities incurred by the Agents and the Lenders under this Agreement of any kind whatsoever will be paid by Borrower to the Agents and the Lenders upon demand with interest to the date of payment to the Agents and the Lenders at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, Borrower irrevocably constitutes and appoints the Agents, with full power of substitution, as its true and lawful attorneys-in-fact, in its name and on its behalf, and at its expense, to execute, acknowledge and deliver any document and instrument and to do and perform any act such those referred to in this Section 6.3, without notice to or the consent of Borrower. This power of attorney is coupled with an interest and is not revocable.

Right to Complete. (a) Upon the occurrence and during the continuance of an Event of Default, and following the Agents acceleration by the Lenders of the outstanding Loans and the commencement by the Administrative Agent of any exercise of remedies available to it pursuant to the Security Documents or applicable Law, the Administrative Agent and the Lenders, in addition to any other remedy that they may have under the Credit Loan Documents or by Law, will have the right (but not the obligation) in their sole and absolute discretion: (i) to enter upon a the Site, a the Project and other property owned or leased by Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, construction of the Project at the risk, cost and expense of Borrower; (ii) at any and all times to discontinue any work commenced by them in respect of a the Project or to change any course of action undertaken by them; and (iii) to take over and use all or any part of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a the Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereon. The Agents may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents Administrative Agent or the Lenders while exercising their rights pursuant to this Section 6.3 constitute either the Administrative Agent or any Lender a mortgagee-in-possession, and Borrower hereby indemnifies the Agents Administrative Agent and the Lenders from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3; PROVIDED, that Borrower has no obligation to indemnify the Administrative Agent and the Lenders for costs and liabilities resulting from the gross negligence or willful misconduct of the Administrative Agent or any Lender. (b) In connection with any construction or development of a the Project undertaken by the Agents Administrative Agent and the Lenders pursuant to the provisions of this Section 6.3, they the Administrative Agent and the Lenders may: (i) engage builders, contractors, architects, engineers, security services and others for the purpose of furnishing labor, material, equipment and security in connection with any construction of a the Project; (ii) pay, settle or compromise, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a Borrower's interest in the Site or a the Project, or that have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping construction of a the Project or for the discharge of Liens or defects in the title of a Borrower's interest in the Site or a the Project; and (iii) take such other action or refrain from acting under this Agreement as the Administrative Agent and the Lenders may in their sole and absolute discretion from time to time determine. (c) Borrower will be liable to the Agents Administrative Agent and the Lenders for all sums paid or incurred for the acquisition, construction, development, completion and equipping construction of a the Project and all payments made or liabilities incurred by the Agents Administrative Agent and the Lenders under this Agreement of any kind whatsoever (other than liabilities incurred due to the gross negligence or willful misconduct of the Administrative Agent or any Lender) will be paid by Borrower to the Agents Administrative Agent and the Lenders upon demand with interest to the date of payment to the Agents Administrative Agent and the Lenders at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, Borrower irrevocably constitutes and appoints the AgentsAdministrative Agent, with full power of substitution, as its true and lawful attorneysattorney-in-fact, in its name and on its behalf, and at its expense, at any time after the occurrence and during the continuance of an Event of Default, to execute, acknowledge and deliver any document and instrument and to do and perform any act such as those referred to in this Section 6.3, without notice to or the consent of Borrower. This power of attorney is coupled with an interest and is not revocable.

Right to Complete. (a) Upon the occurrence and during the continuance of an Event of Default, the Agents and the Lenders, in In addition to any other remedy that they rights and remedies which Lender may have under this Agreement and the Credit other Loan Documents or by Lawpursuant to law or equity, will have and without limitation thereof, after the right occurrence of any Event of Default and upon acceleration of the Loan, Lender may enter upon the Property and into possession of the Property and any other Property (but and exclude Borrower and any other persons therefrom) and cause Final Completion of the construction of the Project in accordance with the Plans and Specifications in all material respects, with such changes therein as Lender may from time to time deem appropriate (provided that Borrower’s obligations hereunder (and Guarantor’s obligations under the Completion Guaranty) shall not the obligation) in their sole and absolute discretion: include (i) any increases in the total cost of Final Completion caused solely as a result of alterations to enter upon a Site, a the Project that are not in accordance with the Plans and other property owned Specifications in all material respects and that are performed by or leased by Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, at the direction of Lender following an Event of Default or (ii) any increases in the total cost of Final Completion caused solely by Lender’s intentional misconduct or gross negligence), all at the sole risk, cost and expense of Borrower; (ii) . Lender shall have the right, at any and all times times, in its sole discretion to discontinue any work commenced by them in Lender with respect to the construction of a the Project or to change any course of action undertaken by them; and it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise. Upon acceleration of the Loan, Lender shall have the right and power (iiibut shall not be obligated) to assume all or any portion of the obligations of Borrower under any or all Project documents as Lender may elect and to take over and use all or any part or parts of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereonProperty. The Agents may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents or the Lenders constitute either Agent or any Lender a mortgagee-in-possession, and Borrower hereby indemnifies the Agents and the Lenders from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3. (b) In connection with any portion of the construction or development of a the Project undertaken by the Agents and the Lenders Lender pursuant to the provisions of this Section 6.38.1.3, they mayLender may do any or all of the following as Lender, in its sole discretion, may elect: (i) engage builders, general contractors, general and trade contractors, suppliers, architects, engineers, security services inspectors and others for the purpose of furnishing labor, materialmaterials, equipment and security fixtures in connection with any the construction of a Projectthe Improvements; (ii) amend, modify or terminate any then existing contracts between Borrower and any of the persons described in the preceding clause (i); (iii) pay, settle or compromise, compromise all bills or cause to be paid, settled or compromised, all claims or bills that which may become Liens against a Site or a Projectthe Property, or that which have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping construction of a the Project or for the discharge of Liens liens, encumbrances or defects in the title of a Site or a Projectthe Property; and (iiiiv) take such other action (including the employment of watchmen and the taking of other measures to protect the Property) or refrain from acting under this Agreement as the Lenders Lender may in their its sole and absolute discretion from time to time determinedetermine without any limitation whatsoever. (c) Borrower will be liable to the Agents and the Lenders for all sums paid or incurred for the acquisition, construction, development, completion and equipping of a Project and all payments made or liabilities incurred by the Agents and the Lenders under this Agreement of any kind whatsoever will be paid by Borrower to the Agents and the Lenders upon demand with interest to the date of payment to the Agents and the Lenders at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, Borrower irrevocably constitutes and appoints the Agents, with full power of substitution, as its true and lawful attorneys-in-fact, in its name and on its behalf, and at its expense, to execute, acknowledge and deliver any document and instrument and to do and perform any act such those referred to in this Section 6.3, without notice to or the consent of Borrower. This power of attorney is coupled with an interest and is not revocable.

Right to Complete. (a) Upon the occurrence and during the continuance of an Event of Default, the Agents Administrative Agent and the Lenders, in addition to any other remedy that they may have under the Credit Financing Documents or by Law, will have the right (but not the obligation) in their sole and absolute discretion: (i) to enter upon a the Site, a the Project and other property owned or leased by the Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, construction of the Project at the risk, cost and expense of the Borrower; (ii) at any and all times to discontinue any work commenced by them the Borrower in respect of a the Project or to change any course of action undertaken by themthe Borrower; and (iii) to take over and use all or any part of the labor, Intellectual Property, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a the Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereon. The Agents Administrative Agent and the Lenders may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes Loans have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents Administrative Agent or the Lenders constitute either the Administrative Agent or any Lender a mortgagee-in-possession, and the Borrower hereby indemnifies and holds harmless the Agents and Administrative Agent, the Lenders and their respective officers, directors, employees, agents and advisors from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3; provided, that the Borrower has no obligation to indemnify the Administrative Agent and the Lenders for costs and liabilities resulting from the gross negligence or willful misconduct of the Administrative Agent or any Lender. (b) In connection with any construction or development of a the Project undertaken by the Agents Administrative Agent and the Lenders pursuant to the provisions of this Section 6.3, they the Administrative Agent and the Lenders may: (i) engage builders, contractors, architects, engineers, security services and others for the purpose of furnishing labor, material, equipment and security in connection with any construction of a the Project; (ii) pay, settle or compromise, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a the Borrower’s interest in the Site or a the Project, or that have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping construction of a the Project or for the discharge of Liens or defects in the title of a the Borrower’s interest in the Site or a the Project; and (iii) take such other action or refrain from acting under this Financing Agreement as the Administrative Agent and the Lenders may in their sole and absolute discretion from time to time determine. (c) The Borrower will be liable to the Agents Administrative Agent and the Lenders for all sums paid or incurred for the acquisition, construction, development, completion and equipping construction of a the Project and all payments made or liabilities incurred by the Agents Administrative Agent and the Lenders under this Agreement Section 6.3 of any kind whatsoever (other than liabilities incurred due to the gross negligence or willful misconduct of the Administrative Agent or any Lender) will be paid by the Borrower to the Agents Administrative Agent and the Lenders upon demand with interest to the date of payment to the Agents Administrative Agent and the Lenders at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, the Borrower irrevocably constitutes and appoints the AgentsAdministrative Agent, with full power of substitution, as its true and lawful attorneysattorney-in-fact, in its name and on its behalf, and at its expense, at any time after the occurrence and during the continuance of an Event of Default, to execute, acknowledge and deliver any document and instrument and to do and perform any act such as those referred to in this Section 6.3, without notice to or the consent of the Borrower. This power of attorney is coupled with an interest and is not revocable.

Right to Complete. Subject, in each case, to the provisions of the Intercreditor Agreement: (a) Upon the occurrence and during the continuance of an Event of Default, the Agents and the LendersSubordinated Lender, in addition to any other remedy that they may have under the Credit Subordinated Debt Financing Documents or by Law, will have the right (but not the obligation) in their its sole and absolute discretion: (i) to enter upon a the Site, a the Project and other property owned or leased by the Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, construction of the Project at the risk, cost and expense of the Borrower; (ii) at any and all times to discontinue any work commenced by them the Borrower in respect of a the Project or to change any course of action undertaken by themthe Borrower; and (iii) to take over and use all or any part of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a the Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereon. The Agents Subordinated Lender may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not subject only to the Notes have become due and payable and whether or not foreclosure has been initiated under terms of the Security DocumentsIntercreditor Agreement. In no event will the actions of the Agents or Subordinated Lender constitute the Lenders constitute either Agent or any Subordinated Lender a mortgagee-in-in possession, and the Borrower hereby indemnifies the Agents and the Lenders Subordinated Lender from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3; provided, that the Borrower has no obligation to indemnify the Subordinated Lender for costs and liabilities resulting from the gross negligence or willful misconduct of the Subordinated Lender. (b) In connection with any construction or development of a the Project undertaken by the Agents and the Lenders Subordinated Lender pursuant to the provisions of this Section 6.3, they the Subordinated Lender may: (i) engage builders, contractors, architects, engineers, security services and others for the purpose of furnishing labor, material, equipment and security in connection with any construction of a the Project; (ii) pay, settle or compromise, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a the Borrower’s interest in the Site or a the Project, or that have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping construction of a the Project or for the discharge of Liens or defects in the title of a the Borrower’s interest in the Site or a the Project; and (iii) take such other action or refrain from acting under this Agreement as the Lenders Subordinated Lender may in their sole and absolute discretion from time to time determine. (c) The Borrower will be liable to the Agents and the Lenders Subordinated Lender for all sums paid or incurred for the acquisition, construction, development, completion and equipping construction of a the Project and all payments made or liabilities incurred by the Agents and the Lenders Subordinated Lender under this Agreement Section 6.3 of any kind whatsoever (other than liabilities incurred due to the gross negligence or willful misconduct of the Subordinated Lender) will be paid by the Borrower to the Agents and the Lenders Subordinated Lender upon demand with interest to the date of payment to the Agents and the Lenders Subordinated Lender at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, the Borrower irrevocably constitutes and appoints the AgentsSubordinated Lender, with full power of substitution, as its true and lawful attorneysattorney-in-fact, in its name and on its behalf, and at its expense, at any time after the occurrence and during the continuance of an Event of Default, to execute, acknowledge and deliver any document and instrument and to do and perform any act such as those referred to in this Section 6.3, without notice to or the consent of the Borrower. This power of attorney is coupled with an interest and is not revocable.

Right to Complete. (a) Upon Borrower acknowledges that construction is ongoing on a portion of the Land secured by this Security Instrument which construction is not being financed by the proceeds of the Loan. Notwithstanding the foregoing, upon occurrence and during the continuance of an any Event of Default, the Agents and the LendersLender may, in addition to any other remedy that they remedies Lender may have under this Security Instrument or any of the Credit Loan Documents or by Lawstatute or by rule of law, will have the right (but not the obligation) in their sole and absolute discretion: (i) to enter upon a Sitethe Property and construct, a Project and other property owned or leased by Borrower or any Affiliate equip, repair and complete the acquisitionImprovements in accordance with the plans and specifications for the construction of the Improvements with such changes therein as Lender may from time to time and in its reasonable discretion deem appropriate, construct, equip and complete a Project, all at the risk, cost and expense of Borrower; (ii) . In exercising such rights, Lender shall have the right at any and all times to discontinue any work commenced by them it in respect of a Project the Improvements or to change any course of action undertaken by them; and it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise. In exercising such rights, Lender shall have the right and power (iiibut shall not be obligated) to assume any design or construction contract made by or on behalf of Borrower in any way relating to the Improvements and to take over and use all or any part or parts of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a Project; providedthe Improvements, that all in the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) sole and will provide Guarantor with reasonable opportunity to comment thereonabsolute discretion of Lender. The Agents may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents or the Lenders constitute either Agent or any Lender a mortgagee-in-possession, and Borrower hereby indemnifies the Agents and the Lenders from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3. (b) In connection with any construction or development of a Project the Improvements undertaken by the Agents and the Lenders Lender pursuant to the provisions of this Section 6.3subsection, they may: Lender may (ia) engage builders, contractors, architects, engineers, security services engineers and others for the purpose of furnishing labor, material, materials and equipment and security in connection with any construction of a Project; the Improvements, (iib) pay, settle or compromisecompromise all bills or claims that have or may become liens against the Property, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a Site or a Projectany portion thereof, or that have been or may be incurred in any manner in connection with the acquisition, construction, developmentrepairing, completion and equipping of a Project the Improvements or for the discharge of Liens liens or other defects in the title of a Site or a Project; and the Property, and (iiic) take such other action (including the employment of watchmen to protect the Improvements) or refrain from acting under this Agreement Security Instrument as the Lenders Lender may in their its sole and absolute discretion from time to time determine. (c) determine without any limitation whatsoever. Borrower will shall be liable to the Agents and the Lenders Lender for all sums paid or incurred by Lender, as the case may be, for the acquisition, construction, developmentrepairing, completion and equipping of a Project the Improvements, whether the same shall be paid or incurred pursuant to the provisions of this Section 10.1(k) or otherwise, and all payments made or liabilities incurred by the Agents and the Lenders Lender under this Agreement Security Instrument or any of the Loan Documents of any kind whatsoever will whatsoever, including, without limitation, all fees, costs and expenses incurred by Lender in accordance with this Security Instrument or any other Loan Document, shall be paid by Borrower to the Agents and the Lenders Lender upon demand with interest at the Default Rate from the date such payment or liability was incurred to the date of payment to Lender and all of the Agents foregoing, including interest, shall be deemed and shall constitute advances under this Security Instrument and be secured by this Security Instrument. Upon the Lenders occurrence of any Event of Default, the rights, powers and privileges provided in this Section 10.1(k) and all other remedies available to Lender under this Security Instrument may be exercised by Lender at any time and from time to time whether or not the Default Rate. (d) indebtedness evidenced by the Note and secured by this Security Instrument shall be declared by Lender to be due and payable, and whether or not Lender shall have instituted any foreclosure or other action for the enforcement of this Security Instrument. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.310.1(k), Borrower hereby irrevocably constitutes and appoints the Agents, with full power of substitution, as Lender its true and lawful attorneysattorney-in-fact, in its name and on its behalf, and at its expense, fact to execute, acknowledge and deliver any document and instrument instruments and to do and perform any act acts such those as are referred to in this Section 6.3, without notice to or 10.1(k) in the consent name and on behalf of Borrower. This power of attorney is a power coupled with an interest and is cannot revocablebe revoked.

Right to Complete. (a) Upon the occurrence and during the continuance of an Event of Default, the Agents Administrative Agent and the Lenders, in addition to any other remedy that they may have under the Credit Financing Documents or by Law, will have the right (but not the obligation) in their sole and absolute discretion: (i) to enter upon a the Site, a the Project and other property owned or leased by Borrower or any Affiliate and complete the acquisition, construct, equip and complete a Project, construction of the Project at the risk, cost and expense of Borrower; (ii) at any and all times to discontinue any work commenced by them Borrower in respect of a the Project or to change any course of action undertaken by themBorrower; and (iii) to take over and use all or any part of the labor, materials, supplies and equipment contracted for by or on behalf of Borrower and the AffiliatesBorrower, whether or not previously incorporated into a the Project; provided, that the Agents will use reasonable efforts to provide Guarantor with draft agreements relating to their actions taken pursuant to this Section 6.3(a) and will provide Guarantor with reasonable opportunity to comment thereon. The Agents Administrative Agent and the Lenders may exercise the rights described in this Section 6.3 from time to time and at any time after the occurrence and during the continuance of an Event of Default, whether or not the Notes Loans or LC Borrowings have become due and payable and whether or not foreclosure has been initiated under the Security Documents. In no event will the actions of the Agents Administrative Agent or the Lenders constitute either the Administrative Agent or any Lender a mortgagee-in-possession, and Borrower hereby indemnifies the Agents Administrative Agent and the Lenders from and against any and all costs and liabilities resulting from any such characterization or from their actions or omissions to act pursuant to this Section 6.3; provided, that Borrower has no obligation to indemnify the Administrative Agent and the Lenders for costs and liabilities resulting from the gross negligence or willful misconduct of the Administrative Agent or any Lender. (b) In connection with any construction or development of a the Project undertaken by the Agents Administrative Agent and the Lenders pursuant to the provisions of this Section 6.3, they the Administrative Agent and the Lenders may: (i) engage builders, contractors, architects, engineers, security services and others for the purpose of furnishing labor, material, equipment and security in connection with any construction of a the Project; (ii) pay, settle or compromise, or cause to be paid, settled or compromised, all claims or bills that may become Liens against a Borrower’s interest in the Site or a the Project, or that have been or may be incurred in any manner in connection with the acquisition, construction, development, completion and equipping construction of a the Project or for the discharge of Liens or defects in the title of a Borrower’s interest in the Site or a the Project; and (iii) take such other action or refrain from acting under this Agreement as the Administrative Agent and the Lenders may in their sole and absolute discretion from time to time determine. (c) Borrower will be liable to the Agents Administrative Agent and the Lenders for all sums paid or incurred for the acquisition, construction, development, completion and equipping construction of a the Project and all payments made or liabilities incurred by the Agents Administrative Agent and the Lenders under this Agreement Section 6.3 of any kind whatsoever (other than liabilities incurred due to the gross negligence or willful misconduct of the Administrative Agent or any Lender) will be paid by Borrower to the Agents Administrative Agent and the Lenders upon demand with interest to the date of payment to the Agents Administrative Agent and the Lenders at the Default Rate. (d) For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 6.3, Borrower irrevocably constitutes and appoints the AgentsAdministrative Agent, with full power of substitution, as its true and lawful attorneysattorney-in-fact, in its name and on its behalf, and at its expense, at any time after the occurrence and during the continuance of an Event of Default, to execute, acknowledge and deliver any document and instrument and to do and perform any act such as those referred to in this Section 6.3, without notice to or the consent of Borrower. This power of attorney is coupled with an interest and is not revocable.