SANTA ANA PACIFIC ASSOCIATES AND SANTA ANA PACIFIC ASSOCIATES II

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With copy to: BCP/ First Point I, LLC BCP/ First Point Ii, LLC c/o Boston Capital Partners One Boston Place, 21" Floor Boston, MA 02108 Attention: Asset Management (First Point Apartments) 3.14 Attorneys' Fees and Costs. Should the City or Owner bring any action or proceeding against the other, and if such action or proceeding is related to the interpretation or enforcement of this Agreement or in any way relates to or arises due to the existence of this Agreement, then the prevailing party in that action or proceeding shall be entitled to recover from the non -prevailing party, in addition to all other relief to which the prevailing party may be entitled, its actual litigation costs and attorneys' and expert witness fees. The "prevailing party" shall be as determined by the court in accordance with the provisions of California Code of Civil Procedure Section 1032. Recoverable litigation costs and attorneys' fees include those incurred by the prevailing party in the enforcement of any judgment or other judicial order, and during the defense of any appeal taken from such underlying judgment or other judicial order. 3.15 Entire Agreement. This Agreement constitutes the entire agreement of City and Owner and supersedes all previous agreements, oral or written, on the subject matter of this Agreement. 3.16 Modification. This Agreement maybe amended or modified only by an agreement in writing signed by each of the parties hereto. 3.17 Headings. Section headings contained in this Agreement are for convenience only, and shall not impact the construction or interpretation of any provision. 3.18 Severability. If any provision or clause of this Agreement or any application of it to any person, firm, organization, partnership or corporation is held invalid, such invalidity shall not affect any other provision of this Agreement, and the Agreement shall be construed as if such provisions or clauses did not exist. 3.19 Time is of the Essence. Time is of the essence in this Agreement. 3.20 No Third Party Beneficiaries. This Agreement and the performance of the City's and Owner's obligations hereunder are for the sole and exclusive benefit of the City and Owner. No person or entity who or which is not a signatory to this Agreement shall be deemed to be benefited or intended to be benefited by any provision hereof, and no such person or entity shall acquire any rights or causes of action against either the City or Owner hereunder as a result of the City's or Owner's performance or nonperformance of their respective obligations under this Agreement. [Signatures on Following Page]