ASSIGNMENT OF HEALTHCARE RECEIVABLES
PURCHASE AND TRANSFER AGREEMENT
AS COLLATERAL SECURITY
FOR VALUE RECEIVED, CCA FUNDING LLC, a Delaware limited
liability company (the "Assignor"), hereby grants a security interest in and
assigns and transfers to DAIWA HEALTHCO-2 LLC, as Lender (the "Assignee"), all
right, title and interest of the Assignor in and to, all benefits of the
Assignor under, and all monies due or to become due to the Assignor under or in
connection with, the contract more particularly described as follows:
That certain Healthcare Receivables Purchase and Transfer
Agreement, dated as of December __, 1996, among Community Care of
America, Inc., the other parties named therein as Providers, and the
Assignor as Purchaser (as may be amended, restated, modified or
supplemented from time to time in accordance with the terms thereof and
hereof, the "Transfer Agreement")
as collateral security for any and all of the obligations of the Assignor
pursuant to that certain Loan and Security Agreement dated as of December __,
1996 between the Assignor and the Assignee (as such may be amended, modified or
supplemented from time to time, the "Loan Agreement", the terms defined therein
and not otherwise defined herein being used herein as therein defined), whether
at stated maturity, by acceleration or otherwise (including, without limitation,
all interest thereon, whether accruing prior or subsequent to the commencement
of a bankruptcy or similar proceeding involving the Assignor as a debtor), and
all present and future obligations of the Assignor under this Assignment,
whether at stated maturity, by acceleration or otherwise (all of the foregoing
being herein referred to as the "Obligations").
The Assignor agrees, covenants, represents and warrants that:
1. The Assignor's right, title and interest in the Transfer
Agreement is owned by the Assignor free and clear of all claims,
mortgages, pledges, liens, encumbrances and security interests of every
nature whatsoever, except in favor of the Assignee. Without the
Assignee's prior written consent, the Assignor will not sell, transfer,
assign, pledge or grant a security interest in the Transfer Agreement
to any other person. Any such sale, transfer, assignment, mortgage,
pledge or encumbrance without the Assignee's written consent shall be
void and of no force and effect.
2. Without the Assignee's prior written consent, the Assignor
will not amend (directly or indirectly), modify, supplement, waive
compliance with, seek or grant a waiver under or assent to
non-compliance with the Transfer Agreement.
3. The Assignor specifically acknowledges and agrees that the
Assignee does not assume, and shall have no responsibility for, the
payment of any sums due or to become due under the Transfer Agreement
by the Assignor or the performance of any obligations to be performed
under or with respect to the Transfer Agreement by the Assignor, and
the
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Assignor hereby agrees to indemnify and hold the Assignee harmless with
respect to any and all claims by any person relating thereto. The
Assignee, in its discretion, may file or record this Assignment.
4. If an Event of Termination shall occur and be continuing,
in addition to all other rights and remedies of the Assignee pursuant
to any agreements of the Assignor in favor of or assigned to and held
by the Assignee or pursuant to applicable law or otherwise, the
Assignee or its successor shall have all rights and benefits under the
Transfer Agreement, including, without limitation, any and all rights
to indemnification claims of the Assignor, without modifying or
discharging any of the Obligations, except to the extent payment in
respect thereof is received. Upon the occurrence and continuance of an
Event of Termination, the Assignor agrees to execute any and all
documents requested by the Assignee in its sole discretion to enable
the Assignee to exercise all of the rights of the Assignor under the
Transfer Agreement. The specified remedies to which the Assignee may
resort under the terms of this Assignment are cumulative and are not
intended to be exclusive of any other remedies or means of redress to
which the Assignee may be lawfully entitled in case of any breach or
threatened breach by the Assignor of any provision hereof or of any of
the Obligations. Nothing contained in this Assignment and no act or
action taken or done by the Assignee pursuant to the powers and rights
granted to it hereunder or under any instrument collateral hereto shall
be deemed to be a waiver by the Assignee of any of its rights and
remedies against the Assignor in connection with, or in respect of, any
of the Obligations. The right of the Assignee to collect and enforce
collection of the Obligations and to enforce any security and
collateral held by it may be exercised by the Assignee prior to,
simultaneously with, or subsequent to any action taken by the Assignee
hereunder.
5. Upon the payment and satisfaction in full of all of the
Obligations and the termination of any commitment by the Assignee to
make loans or other financial accommodations to or for the benefit of
the Assignor under the Loan Agreement, this Assignment shall be
terminated by the Assignee and shall be of no further force or effect,
but the affidavit, certificate, letter or statement of any officer,
agent or attorney of the Assignee showing that any part of the
Obligations remains unpaid or unsatisfied shall be and constitute prima
facie evidence of the validity, effectiveness and continuing force of
this Assignment and any person may, and is hereby authorized to, rely
thereon.
6. The Assignee may take, or release, in whole or in part,
other security which it may hold for the payment of the Obligations,
may release any party primarily or secondarily liable therefor, and may
apply any other security held by it to the satisfaction, or partial
satisfaction, of such Obligations, without prejudice to any of its
rights under this Assignment.
7. This Assignment shall inure to the benefit of the Assignee
and its permitted successors, assigns and designees, and shall be
binding upon any subsequent owner of the Assignor's interest in and to
the Transfer Agreement.
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8. The Assignor covenants to execute and deliver to the
Assignee, upon demand, such additional assurances, writings or other
instruments as may be reasonably required by the Assignee to effectuate
the purpose hereof. This Assignment may not be changed orally and is to
be governed by the internal laws of the State of New York applicable to
contracts executed and to be performed in such State.
9. The Assignor hereby irrevocably designates and appoints the
Assignee as attorney-in-fact of the Assignor with power of
substitution, and with authority from and after and during the
continuance of an Event of Termination: to execute and deliver for and
on behalf of the Assignor any and all instruments, documents,
agreements and other writings necessary or advisable for the exercise
on behalf of the Assignor pursuant hereto of any rights, benefits or
options created or existing under or pursuant to the Transfer Agreement
and in this regard; to endorse the name of the Assignor on its behalf
on any and all notes, acceptances, checks, drafts, money orders,
instruments or other evidences of collateral, that may come into the
Assignee's possession; to execute proofs of claim and loss; to execute
endorsements, assignments or other instruments of conveyance and
transfer; to execute releases; and, to do all other acts and things
necessary and advisable in the discretion of the Assignee to carry out
and enforce this Assignment or the Obligations. All acts done by the
Assignee under the foregoing authorization are hereby ratified and
approved, and neither the Assignee or its successors nor any designee
or agent thereof shall be liable for any acts of commission or omission
(other than acts committed or omitted through bad faith, gross
negligence or willful misconduct), for any error of judgment or for
mistake of facts or law. This power of attorney being coupled with an
interest is irrevocable while any of the Obligations shall remain
unpaid and unperformed.
10. If an Event of Termination shall occur and be continuing,
the Assignee may, in its discretion, in its name or the Assignor's,
notify any obligor under the Transfer Agreement to make payment to the
Assignee of all amounts due or to become due under the Transfer
Agreement.
11. If an Event of Termination shall occur and be continuing,
the Assignee may, in its discretion, demand, xxx for, collect or
receive any money or property at any time payable or receivable on
account of or in exchange for the Transfer Agreement, or, with respect
to payments which have become due and payable under the Transfer
Agreement, make any compromise or settlement deemed desirable by the
Assignee.
12. The Assignor agrees that any copy of this Assignment
signed by the Assignor and transmitted by telefax for delivery to the
Assignee shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is
in existence.
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IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
executed this __th day of December, 1996.
CCA FUNDING LLC
By: CCA Funding Manager, Inc., its Manager
By:
Name:
Title:
Acknowledged By:
COMMUNITY CARE OF AMERICA,
INC.
By:
Name:
Title:
ECA HOLDINGS, INC.
By:
Name:
Title:
COMMUNITY CARE OF NEBRASKA,
INC.
By:
Name:
Title:
COMMUNITY CARE OF GEORGIA, INC.
By:
Name:
Title:
COMMUNITY CARE OF AMERICA OF
ALABAMA, INC.
By:
Name:
Title:
CCA OF MIDWEST, INC.
By:
Name:
Title:
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ECA PROPERTIES, INC.
By:
Name:
Title:
LULING/SCC, INC.
By:
Name:
Title:
DUBLIN/SCC, INC.
By:
Name:
Title:
MARIETTA/SCC, INC.
By:
Name:
Title:
MACON/SCC, INC.
By:
Name:
Title:
COLLEGE PARK/SCC, INC.
By:
Name:
Title:
GLENWOOD/SCC, INC.
By:
Name:
Title:
QUALITY CARE OF COLUMBUS, INC.
By:
Name:
Title:
QUALITY CARE OF XXXXX, INC.
By:
Name:
Title:
