STAPLES NEIGHBORHOOD PARK FUNDING-IMPROVEMENT

event those parties (except Escrow Holder) named in any interpleader action shall share and pay equally all of the costs and expenses of Escrow Holder incurred in connection with such interpleader action, including, without limitation, all reasonable attorneys' fees and court costs. 7.2 No Offset Rights. Escrow Holder shall not offset, withhold from disbursement, or otherwise seek to use any of the Detention Basin Construction Costs for its own benefit, whether or not a debt is owed to Escrow Holder by any party to this Agreement. S. Notices. Any notice, consent, waiver or demand pursuant to or in connection with this Agreement shall be in writing and delivered in accordance with the terms of Section 7.9 of the Funding and Improvement Agreement. Escrow Holder's address is: One Kaiser Plaza, Suite 745, Oakland, California 94612. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10. Attorneys' Fees; Escrow Costs. In any proceedings hereunder for declaratory relief or to enforce or interpret the provisions of this Agreement, or in any action at law or in equity, or arbitration, the prevailing party or parties shall be entitled to recover reasonable costs and attorneys' fees from the other party (other than Escrow Holder). Such costs and attorneys' fees may be apportioned among the parties as may be appropriate and shall be in addition to any other relief that may be awarded. The reasonable charges, fees and costs charged by Escrow Holder for establishing and maintaining the escrow established under this Agreement shall be paid equally by County, City, CLC andHendrick. 11. Counterparts; Facsimile Signatures. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is to be deemed an original, and all of which constitute, collectively, one agreement. A signed copy of this Agreement transmitted by facsimile or other electronic means to the other parties shall be binding on the signatory thereto. 12. Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. 13. Conflicts. This Agreement does not supercede the provisions of the Funding and Improvement Agreement; however, if a specific provision of this Agreement conflicts with a provision or provisions in the Funding and improvement Agreement, the specific provision in this Agreement shall govern. (Signature Pages to Follow) 000299,0044\1241111.2 3