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20.4 Binding on Successors. This Regulatory Agreement shall bind, and benefits thereof <br />shall inure to, the respective parties hereto, their legal representatives, executors, administrators, <br />successors in interest, and assigns, provided, however, that except for a transfer to the General <br />Partner of the Developer or an affiliate thereof or as otherwise permitted by the Loan Agreement, <br />the Developer may not assign this Regulatory Agreement or any of its obligations hereunder, <br />voluntarily or by operation of law. <br />20.5 Recordation. This Regulatory Agreement, and all amendments hereto, shall be <br />executed by each of the parties and shall be recorded against the Development in the official records <br />of Alameda County. <br />20.6 Hold Harmless. Absent the willful misconduct of the City, Developer and its <br />successors in interest agree to indemnify, defend, and hold harmless the City and its agents, <br />employees and officers from any and all claims, losses, liabilities or causes of action (including <br />reasonable attorneys' fees) arising from or in connection with Developer's development, <br />management, maintenance or operation of the Development. <br />20.7 Waiver. No waiver by the City of any breach of or default under this Regulatory <br />Agreement shall be deemed to be a waiver of any other or subsequent breach or default hereunder. <br />20.8 Captions. The captions used in this Regulatory Agreement are inserted only as a <br />matter of convenience and for reference and in no way define, limit or describe the scope or the <br />intent of this Regulatory Agreement. <br />20.9 Governing Law. This Regulatory Agreement shall be construed in accordance with <br />and governed by the laws of the State of California. <br />20.10 Notices. Written notices and other written communications by and between the <br />parties hereto shall be in writing and shall be served personally or by depositing the same in the <br />registered United States mail, return receipt requested, postage prepaid at the addresses specified <br />below, as such may be modified pursuant to the Loan Agreement. <br />Developer: Hello Housing <br />1242 Market Street, 3rd Floor <br />San Francisco, CA 94102 <br />Attention: Executive Director <br />City: City of San Leandro <br />835 East 14th Street <br />San Leandro, CA 94577 <br />Attention: City Manager <br />21.11 Attorneys' Fees. The prevailing party in any action to enforce this Regulatory <br />Agreement shall be entitled to reasonable attorneys' fees as determined by the trier of facts in that <br />forum. <br />2220342.1 Page 9 <br />