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<br />California under such Assigned Document and shall become bound to perform all future <br />obligations of Mercy XXXIII and Mercy California thereunder, it being understood that in <br />no event shall Agency be liable for payments or costs relating to any work which any <br />Contractor has performed prior to the date of Agency's delivery of such Exercise Notice. <br />Unless and until such Exercise Notice is given, Agency shall not be obliged to perform <br />any of the obligations of Mercy XXXIII or Mercy California under the Assigned <br />Documents. <br /> <br />7. Mercy XXXIII and Mercy California each represents and warrants that to <br />the best of their knowledge after reasonable inquiry, there are no defaults under any <br />Assigned Document by any party thereto. <br /> <br />8. Mercy XXXIII and Mercy California each further represents and warrants <br />that all sums due and owing to any Contractor to date under any Assigned Document <br />have been duly paid in full, except to the extent deferral of such sums is allowed <br />pursuant to such Assigned Document. <br /> <br />9. Agency may assign its rights under this Assignment Agreement, and the <br />Assigned Documents, and the rights and obligations of any assignee of Agency shall be <br />the same as provided herein as to Agency and Contractor. Agency may, in its <br />discretion, make any such assignment to the City of San Leandro, and may make any <br />such assignment to a third party, with the consent of the Contractor who is a party to <br />such Assigned Documents, provided such consent shall not be unreasonably withheld, <br />conditioned or delayed. <br /> <br />10. This Assignment Agreement shall not be deemed to release or affect in <br />any way the obligations of Mercy XXXIII and Mercy California to any Contractor under <br />the Assigned Documents. <br /> <br />11. Mercy XXXIII and Mercy California are executing this Assignment <br />Agreement to induce Agency to enter into and disburse funds pursuant to the <br />Predevelopment Loan Agreement, and Mercy XXXIII and Mercy California each <br />understand that Agency would not do so but for the execution and delivery of this <br />Assignment Agreement by Mercy XXXIII and Mercy California. <br /> <br />12. Notices. Except as otherwise specified herein, all notices to be sent <br />pursuant to this Assignment Agreement shall be made in writing, and sent to the parties <br />at their respective addresses specified below (or in the case of Contractor, to the <br />address specified in the Consent attached hereto) or to such other address as a party <br />may designate by written notice delivered to the other parties in accordance with this <br />Section. All such notices shall be sent by: <br /> <br />(i) personal delivery, in which case notice is effective upon delivery; <br /> <br />(ii) certified or registered mail, return receipt requested, in which case <br />notice shall be deemed delivered on receipt if delivery is confirmed by a return <br />receipt; <br /> <br />809163-1 <br /> <br />20 <br />