Agmt 2006 Mercy Housing California XXXIII (3)

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Unless and until such Exercise Notice is given, Agency shall not be obliged to perform any of the obligations of Mercy XXXIII or Mercy California under the Assigned Documents. 7. Mercy XXXIII and Mercy California each represents and warrants that to the best of their knowledge after reasonable inquiry, there are no defaults under any Assigned Document by any party thereto. 8. Mercy XXXIII and Mercy California each further represents and warrants that all sums due and owing to any Contractor to date under any Assigned Document have been duly paid in full, except to the extent deferral of such sums is allowed pursuant to such Assigned Document. 9. Agency may assign its rights under this Assignment Agreement, and the Assigned Documents, and the rights and obligations of any assignee of Agency shall be the same as provided herein as to Agency and Contractor. Agency may, in its discretion, make any such assignment to the City of San Leandro, and may make any such assignment to a third party, with the consent of the Contractor who is a party to such Assigned Documents, provided such consent shall not be unreasonably withheld, conditioned or delayed. 10. This Assignment Agreement shall not be deemed to release or affect in any way the obligations of Mercy XXXIII and Mercy California to any Contractor under the Assigned Documents. 11. Mercy XXXIII and Mercy California are executing this Assignment Agreement to induce Agency to enter into and disburse funds pursuant to the Predevelopment Loan Agreement, and Mercy XXXIII and Mercy California each understand that Agency would not do so but for the execution and delivery of this Assignment Agreement by Mercy XXXIII and Mercy California. 12. Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Assignment Agreement shall be made in writing, and sent to the parties at their respective addresses specified below (or in the case of Contractor, to the address specified in the Consent attached hereto) or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; 812544-2 3