Agmt 2002 Citizens Housing Corporation

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Loan Agreement San Leandro and Citizens' Housing Corporation Page 11 of 11 any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement nor any consent to any departure by the Developer therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Developer in any case shall entitle the Developer to any other or further notice or demand in similar or other circumstances. SECTION 7.OZ AMENDMENTS -WRITING REQUIRED The City hereby expressly reserves all rights to amend any provisions of this Agreement, to consent to or waive any departure from the provisions of this Agreement, provided, however, that all such amendments be in writing and executed by City to Developer. SECTION 7.03 NOTICES All notices, consents, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party hereto if mailed by certified mail, prepaid, sent by Federal Express, or sent by facsimile machine (with original document sent by certified mail) to City address set forth at the end of this Agreement, and to the Developer at the address set forth at the end of this Agreement or at such other addresses as any party may have designated in writing to any other party hereto. This section does not limit other means of delivering written notice if said notices are actually received. SECTION 7.04 EXHIBITS All exhibits, documents, and agreements mentioned in this Agreement shall be deemed incorporated herein by reference as though fully set forth herein. SECTION 7.05 SUCCESSORS AND ASSIGNS This Agreement shat[ be binding upon the Developer, its Successors, and Assigns, except that the Developer may not assign or transfer its rights without prior written consent of City unless such assignment is to a limited partnership having Citizens Housing Corporation or its affiliate as the managing general partner. Consent of City shall not be unreasonably withheld. SECTION 7.06 COUNTERPARTS This Agreement and its exhibit incorporated herein may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 7.07 WAIVER Failure of City at any time to require performance by Developer of any of the provisions of this Agreement shall in no way affect City's rights hereunder to enforce the same, or shall any waiver by City of any breach hereof be held to be a waiver of any succeeding breaches or a waiver of this non-waiver clause.