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MANNER PERMITTED BY APPLICABLE LAW. A FINAL JUDGMENT IN ANY SUCH <br />ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER <br />JURISDICTIONS. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY <br />JURY IN ANY ACTION OR PROCEEDING TO WHICH IT MAY BE PARTY ARISING OUT <br />OF OR IN ANY WAY PERTAINING TO THIS ASSIGNED AGREEMENT. EACH PARTY IS <br />AUTHORIZED TO FILE THIS PROVISION WITH THE CLERK OR JUDGE OF ANY COURT <br />HEARING SUCH CLAIM. THIS WAIVER IS KNOWINGLY, WILLINGLY AND <br />VOLUNTARILY MADE BY THE PARTIES. <br />10. Successors and Assigns. This Consent and Agreement shall be binding upon and inure to <br />the benefit of the parties and their respective successors and assigns. Financing Party may, at any <br />time by written notice to each of the parties to this -Consent and Agreement, assign its rights and <br />interests hereunder to any nominee or designee of Financing Party subject to any restrictions <br />imposed under applicable Florida law. <br />11. Counterparts. This Consent and Agreement may be executed in one or more counterparts <br />and when signed by all the parties listed below shall constitute a single binding agreement. <br />Delivery of an executed counterpart of a signature page of this Consent and Agreement by <br />facsimile or .pdf shall be effective as delivery of a manually executed counterpart of this Consent <br />and Agreement. <br />12. Amendment; Waiver. Neither this Consent and Agreement nor any of the terms hereof may <br />be terminated, amended, supplemented, waived or modified, except by an instrument in writing <br />signed by both Consenting Party and Financing Party. <br />13. Entire A eement. This Consent and Agreement, the Assigned Agreement and any <br />agreement, document or instrument attached hereto or referred to herein integrate all the terms and <br />conditions mentioned herein and supersede all oral negotiations and prior writings between the <br />parties here to in respect to the subject matter hereof. <br />14. Termination. This Consent and Agreement shall continue in full force and effect until either <br />(A) Consenting Party and Financing Party mutually agree to terminate this Consent and Agreement <br />or (B) Consenting Party has received written notice from Financing Party that Project Company's <br />obligations to Financing Party under the Construction Loan Agreement and the Permanent Loan <br />Agreement have been satisfied in full. <br />[SIGNATURES APPEAR ON FOLLOWING PAGE] <br />[00110049.41 6 <br />