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2890662.3 31 <br />which the designated period of time begins to run is not to be included and the last day of the <br />period so computed is to be included, unless such last day is not a business day, in which event <br />the period shall run until the next business day. The final day of any such period shall be <br />deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a <br />“business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday <br />under the laws of California. <br />12.17 Governing Law; Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California without regard to principles of conflicts of <br />laws. Any action to enforce or interpret this Agreement shall be filed in the Superior Court of <br />Alameda County, California or in the Federal District Court for the Northern District of <br />California. <br />12.18 General Indemnification. Developer shall indemnify, defend (with counsel <br />approved by City) and hold harmless Indemnitees from all Claims (including without limitation, <br />attorneys’ fees) arising in connection with any claim, action or proceeding to attack, set aside, <br />void, or annul any approval by the City or any of its agencies, departments, commissions, agents, <br />officers, employees or legislative body concerning the Project or this Agreement. The City will <br />promptly notify Developer of any such claim, action or proceeding, and will cooperate fully in <br />the defense. The City may, within the unlimited discretion of each, participate in the defense of <br />any such claim, action or proceeding, and if the City chooses to do so, Developer shall reimburse <br />City for reasonable attorneys’ fees and expenses incurred. <br />[ 12.19 Investor Limited Partner Provisions. City agree to the following provisions for <br />the benefit of Borrower’s investor limited partner: <br />(a) City will give the limited partner a copy of any written notice (at the <br />limited partner’s address set forth in the Regulatory Agreement) that City gives to <br />Developer under this Agreement, the Regulatory Agreement or the City <br />Documents; <br />(b) City will give the limited partner ten (10) days after the limited partner’s <br />receipt of such notice to cure a non-payment of any sum due under the City <br />Documents; <br />(c) City will give the limited partner thirty (30) days after the limited partner’s <br />receipt of such notice to cure any other default under this Agreement, the <br />Regulatory Agreement or the City Documents; <br />(d) If a default is incapable of being cured within thirty days, City will give <br />the limited partner an additional ninety (90) days to cure such default provided the <br />limited partner has commenced to cure such default and is diligently proceeding <br />to cure such default through the end of such period; <br />53