ASSIGNMENT OF CONSTRUCTION/ARTHITECT'S CONTRACTS 16. (2)

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CONTRACTOR'S ACKNOWLEDGMENT AND CONSENT In consideration of the Underwriter's purchase of the Bonds issued to finance the Project as described in the foregoing Assignment,the undersigned company(the "Contractor") hereby consents to the assignment of the Construction Documents to the Trustee and acknowledges and agrees with the Trustee as follows. Any capitalized term used but not defined herein, has the meaning assigned such term in the above Assignment, unless otherwise noted. 1 The Contractor has entered into the Construction Documents identified on Schedule Ito the Assignment,whereby the Contractor has agreed to act as general contractor in connection with the construction of the Project. 2 Each of the Construction Documents is in full force and effect, has not been modified or assigned and no event has occurred or failed to occur as of the date hereof which but for the passage of time, the giving of notice or both, would be a default thereunder. 3 Upon the occurrence of an Event of Default under the Loan Agreement, the Indenture, the Mortgage or the Subordinate Mortgage, the Contractor shall, at the Trustee's written request,continue performance on the Trustee's behalf under the Construction Documents in accordance with the terms thereof, provided that the Trustee assumes all of the Company's payment obligations under the Construction Documents and the Joint Venture shall be reimbursed in accordance with the Construction Documents for all work, labor and materials rendered by the Joint Venture on the Trustee's behalf;provided further,that the Company shall not be released from liability under the Construction Documents. The Trustee's assumption of the Company's payment obligations as owner under the Construction Documents shall be preceded and evidenced by at least three(3) days' prior written notice to the Contractor and the Contractor may deal with the Company as owner until the Contractor has received said written notice. In no event shall the Trustee have any rights to direct the "work" (as defined in the Construction Documents)(the"Work")under the Construction Documents until the Trustee has given the written notice provided for in this paragraph 3 and until such time as the Company may exercise the rights of the owner under the Construction Documents. 4 The Contractor acknowledges that the disbursement provisions contained in the Disbursing Agreement (the "Disbursing Agreement") among the Company, the Trustee and the title company named therein shall control the payments to the Contractor. 5 Upon the assumption by the Trustee of all of the Company's obligations under the Construction Documents,the Trustee may enforce the obligations of the Construction Documents with the same force and effect as if enforced by the Company and may perform the obligations of the Company, and the Contractor will accept such performance in lieu of performance by the Company in satisfaction of the Company's obligations thereunder. Notwithstanding the foregoing, the Contractor does not waive any claims against the Company under the Construction Documents. 1