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WHEREAS, the Consenting Party is willing to (a) consent to such assignments and the grants of security interests by the Project Company in favor of the Financing Party and (b) agree to such other terms as described herein; and WHEREAS, it is a condition precedent under the Construction Loan Agreement and the Permanent Loan Agreement that Project Company shall have executed and deliveredthis Consent and Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Collateral Assignment and Consent. a. The Consenting Party consents to and acknowledges (i) the collateral assignment of a security interest in the Assigned Agreement from the Project Company to the Financing Party as collateral security of Project Company's right, title, obligations and interest in the Assigned Agreement; (ii) the right of the Financing Party to assume ("Financing Party Assumption") all of Project Company's right, title, obligations and interest in the Assigned Agreement in the event that there is an Event of Default under the Construction Loan Agreement or the Permanent Loan Agreement, as applicable, beyond any applicable right to cure (as defined therein); (iii) the pledge and assignment of all warranties and guaranties provided for under the Assigned Agreement by Project Company to Financing Party and agrees that such pledge or assignment shall not void or impair said warranties or guaranties in any way; and (iv) the right of Financing Party, in the event of a Financing Party Assumption, to further assign all of its right, title, obligations and interest in the Assigned Agreement to a third party. For the avoidance of doubt, unless and until there is direct assignment of the Assigned Agreement from the Project Company to the Financing Party, the Project Company shall remain responsible for all payments due and payable to the Consenting Party under the Assigned Agreement. b. Consenting Party (i) consents to the direct assignment of the Assigned Agreement to Financing Party or any substitute owner, in the event that Financing Party notifies the Consenting Party that an Event of Default under the Transaction has occurred and is continuing and that Financing Party has exercised its rights to have itself or its designee or assignee substituted for the Project Company under the Assigned Agreement, acquire the Project Company or otherwise sell, assign, transfer or dispose of the Assigned Agreement to a third party, (ii) consents to the direct assignment of the Assigned Agreement to Financing Party upon the scheduled expiration of the Transaction if the Project Company elects to return the Facility to the Financing Party at such time, (iii) consents to the direct assignment of the Assigned Agreement upon the early termination of the Transaction if the Financing Party elects to repossess the Facility at such time, and (iv) acknowledges the right, but not the obligation, of Financing Party or its designee or assignee, in the exercise of its rights and remedies under the Transaction, upon the occurrence and continuation of a Project Company Default (as defined below) to make all demands, give all notices, take all actions and exercise all rights of the Project Company in accordance with the Assigned Agreement to the same extent as the Project Company thereunder, and agrees that in such event the Consenting Party shall continue to perform its obligations under the Assigned Agreement. [001 10049.4] 2