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<br />and all additional advances, modifications, extensions, renewals and amendments <br />thereof; and (b) payment and performance by Mercy XXXIII of all its obligations under <br />the Loan Agreement. <br /> <br />3. Mercy XXXIII hereby irrevocably appoints Agency as its attorney-in-fact <br />(which agency is coupled with an interest) upon the occurrence of an Event of Default <br />by Mercy XXXIII under the Loan Agreement, to demand, receive, and enforce any and <br />all of Mercy XXXIII's rights with respect to the Assigned Documents, and to perform any <br />and all acts in the name of Mercy XXXIII or in the name of the Agency with the same <br />force and effect as if performed by Mercy XXXIII in the absence of this Assignment <br />Agreement. <br /> <br />Mercy California hereby irrevocably appoints Agency as its attorney-in-fact <br />(which agency is coupled with an interest) upon the occurrence of and Event of Default <br />by Mercy XXXIII to demand, receive, and enforce any and all of Mercy California's rights <br />with respect to the Assigned Documents, and to perform any and all acts in the name of <br />Mercy California or in the name of the Agency with the same force and effect as if <br />performed by Mercy California in the absence of this Assignment Agreement. <br /> <br />4. Mercy XXXIII and Mercy California each represent and warrant to Agency <br />that no previous assignment of its respective rights or interest in or to any of the <br />Assigned Documents has been made. So long as the Agency holds or retains any <br />interest under the Loan Agreement or the Predevelopment Note, Mercy XXXIII and <br />Mercy California each agree not to assign, sell, pledge, transfer, mortgage, or <br />hypothecate its respective rights or interest in any of the Assigned Documents without <br />prior written approval of the Agency. <br /> <br />5. This Assignment Agreement shall be binding upon and inure to the benefit <br />of the heirs, legal representatives, assigns, and successors-in-interest of Mercy XXXIII, <br />Mercy California and the Agency; provided, however, this shall not be construed and is <br />not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, <br />hypothecation or encumbrance by Assignor contained in the Loan Agreement or the <br />DDA. <br /> <br />6. Unless an Event of Default (as defined in the Loan Agreement) shall have <br />occurred, Mercy XXXIII and Mercy California shall each be entitled (subject to the <br />provisions of Section 4 above) to enjoy and enforce all of its rights under the Assigned <br />Documents. If such an Event of Default occurs and Agency gives written notice to any <br />Contractor who is a party to any Assigned Document referring to this Assignment <br />Agreement and stating that such an Event of Default has occurred and that Agency <br />intends to exercise its rights hereunder (an "Exercise Notice"), then Agency shall be <br />entitled thereafter to enjoy and enforce all of the rights of Mercy XXXIII and Mercy <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 /> <br />812544-2 <br /> <br />2 <br />