Agmt 2006 Mercy Housing California XXXIII

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Exhibit B CONSENT This Consent ("Consent") is executed effective as of ,20_, pursuant to that certain Assignment of Agreements, Plans and Specifications ("Assignment Agreement") executed by and between Mercy Housing California XXXIII, a California Limited Partnership and Mercy Housing California, a California nonprofit public benefit corporation (collectively ("Assignor") and the Redevelopment Agency of the City of San Leandro, a public body, corporate and politic (the "Agency") dated as of , 2006. Unless otherwise defined herein, capitalized terms used in this Consent shall have the meanings given them in the Assignment Agreement. The undersigned architect, engineer, contractor and/or Contractor ("Contractor") hereby consents to the Assignment Agreement and the assignments contemplated thereby, and hereby waives all provisions in the Assigned Documents to which Contractor is a party which would impair, hinder or prevent the making of any such assignment by Assignor to Agency or the enforcement thereof by Agency. Contractor agrees that if, at any time, the Agency shall, pursuant to its rights under the Assignment Agreement deliver an Exercise Notice to Contractor, then provided that Contractor has received, receives or continues to receive the compensation called for under the Assigned Documents to which Contractor is a party, the Agency may, at its option, use and rely upon the Reports, Plans and Specifications for the purposes for which they were prepared, and Contractor will continue to perform its obligations under the Assigned Documents to which Contractor is a party for the benefit and account of the Agency in the same manner as if performed for the benefit or account of Assignor in the absence of the Assignment Agreement. Contractor agrees that it shall rely conclusively upon any Exercise Notice given to Contractor by Agency, and Contractor agrees to be bound by such Exercise Notice. By its execution of this Consent, Contractor agrees to look solely to Assignor and its successors in interest for performance of Assignor's obligations under the Assigned Documents to which Contractor is a party unless and until Contractor shall have received an Exercise Notice from Agency. Contractor agrees that, after the occurrence of an Event of Default under the Loan Agreement and the giving of an Exercise Notice by Agency, Contractor will perform all of its obligations under the Assigned Documents to which Contractor is a party, Agency being liable to pay the costs thereof relating to any services performed at the direction of Agency after the giving of the Exercise Notice. However, Agency is not and will in no event become liable for any costs, charges, expenses and liabilities incurred under the Assigned Documents or otherwise unless it has given the Exercise Notice (and, if it has given the Exercise Notice, Agency will not become liable for any such costs, charges or expenses incurred prior to the giving of such Exercise Notice), and the fact that Assignor may not have paid and/or may be unable to pay any such costs, charges, expenses or liabilities may not be asserted by Contractor as a defense to its obligations to perform services for Agency as set forth herein. Contractor agrees that, notwithstanding anything hereinabove contained or contained in the Assigned Documents to the contrary, Agency will have the right to receive and to use 809163-1 26