Agmt 2006 Mercy Housing California XXXIII (3)

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ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS FOR VALUE RECEIVED, effective as of June 5,2006 (the "Effective Date"), Mercy Housing California XXXIII, a California Limited Partnership ("Mercy XXXIII") and Mercy Housing California, a California nonprofit public benefit corporation ("Mercy California") hereby assign to the Redevelopment Agency of the City of San Leandro, a public body, corporate and politic (the "Agency") and grant to Agency a security interest in all of their respective right, title and interest in and to the contracts and agreements listed in Exhibit A attached hereto and incorporated herein by reference and all of the following (all of which hereafter shall collectively be referred to as the "Assigned Documents"). (Mercy XXXIII and Mercy California are hereafter collectively referred to as "Assignor.") (A) All architectural, design, engineering, consulting and construction contracts, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively "Agreements"), heretofore or hereafter entered into by Mercy XXXIII or Mercy California Assignor and any architect, engineer, analyst, contractor or other person or entity ("Contractor") in connection with the preparation of plans, specifications, studies, analyses, drawings or any other similar service related to the Property, the Project, or the improvements existing or to be installed or constructed on the Property (the "Improvements"); and (8) All reports, analyses, studies, plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Reports, Plans and Specifications") heretofore or hereafter prepared by or for Mercy XXXIII or Mercy California or their respective agents, employees or any Contractor with respect to the Property, the Project or the Improvements. In addition, the parties hereto agree as follows: 1. This Assignment of Agreements, Plans, and Specifications (this "Assignment Agreement") is made pursuant to that certain Predevelopment Loan Agreement executed by and between Mercy XXXIII and Agency dated as of the date hereof (the "Loan Agreement") and that certain Disposition and Development Agreement executed by and between Mercy XXXIII and Agency dated as of the date hereof. Capitalized terms used without definition herein shall have the meaning ascribed to such terms in the Loan Agreement. 2. This Assignment Agreement is made to secure: (a) payment to the Agency of all sums now or hereafter owing under the Predevelopment Promissory Note dated as of the date hereof made by Mercy XXXIII for the benefit of Agency, and any 812544-2 1