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7. Notice of Default. Agency and City acknowledge and agree that, pursuant to Section 513 of the DDA, a copy of any notice or demand to Developer with respect to any Default by Developer under the DDA shall be delivered to Lender at the following address: Redwood Capital Finance Company, LLC 150 California Street, 22nd Floor San Francisco, California 94111 Attention: Aaron A. Giovara 8. Future Financin2;. At the request of Lender, Agency and City shall reasonably cooperate with Lender and/or Developer in executing and delivering for the benefit of any permanent or other lender under any future financing or refinancing of Developer's obligations under the Loan Documents an agreement with respect to such future financing or refinancing in form and substance similar to this Agreement, with such changes as are necessary based on the facts existing at the time of such future financing or refinancing, taking into consideration the reasonable interests of Agency and City. 9. Governin2; Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 10. Notices. All notices, demands and communications required or permitted hereunder shall be transmitted in the manner provided for in Section 1002 of the DDA, and if to the Developer, Agency or City, to the addresses for each set forth in the DDA, and if to Lender, subject to the provisions of Section 6 above, to the address for Lender set forth in the BLA. 11. Successors and Assie:ns. This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, successors and assigns of the parties hereto. 12. Attorneys' Fees. In the event that any legal action is brought to enforce rights or obligations under this Agreement, the prevailing party in any such legal action shall be entitled to recover from the other party its reasonable attorneys' fees and costs of the proceeding. 13. Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Agreement and the remaining parts of this Agreement shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been part of this Agreement. 14. Headine:s. All headings appearing in this Agreement are for convenience only and shall be disregarded in construing this Agreement. 15. Entire Ae:reement; Amendments. This Agreement contains the entire Agreement among the parties hereto with respect to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless executed by all of the parties hereto. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. - 8 - . -..-.........