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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 attorney's' fees as determined by the trier of facts in that <br /> forum. <br /> 2220342.1 Page 9 <br />