RDA Agmt 2011 Las Palmas Development Partners

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5. MISCELLANEOUS 5.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding the foregoing, Agency's obligation to make the Loan is personal to Borrower, and shall not be assignable by Borrower by operation of law or otherwise absent the express written consent of Agency, and any such assignment by operation of law or otherwise shall be void. This Section shall not apply to an assignment to an entity which is controlled by Eden Housing, Inc., a California nonprofit public benefit corporation. 5.2. Insurance. Borrower shall maintain and keep in force, at Borrower's expense, the insurance required pursuant to this Agreement as set forth in Exhibit E. For each of Borrower's insurance policies, Borrower shall provide to Agency within ten (10) days following execution of this Agreement, but in no event later than the initial disbursement of Loan Proceeds, a certificate of insurance and an endorsement which provides that no cancellation, major change in coverage or expiration will be effective during the term of this Agreement without 30 days written notice to the Agency prior to the effective date of such cancellation, change in coverage or expiration. Upon request by the Agency from time to time, Borrower shall deliver to the Agency originals or copies of all such insurance policies and certificates evidencing such policies. 5.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below 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; (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first -class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. 1582106.2 8