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<br /> <br /> <br /> <br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 6 of 10 <br /> <br />10.14 No Third Party Beneficiaries. This Agreement is for the benefit <br />of the Parties and their successors and permitted assigns, and does not <br />confer any rights or benefits on any third party, including any employee <br />of a Party, any client of a Party, or any employee of a client of a Party. <br />Notwithstanding the above, the Parties acknowledge that all rights and <br />benefits afforded to MRI under the Agreement shall apply equally to the <br />owner of the Third Party Software with respect to the Third Party <br />Software, and such third party is an intended third party beneficiary of <br />the Agreement, with respect to the Third Party Software. <br />10.15 Reserved. <br />10.16 Legal Fees and Costs. In the event of a dispute between the <br />Parties regarding the enforcement of the Agreement, the prevailing Party <br />in such dispute will be entitled to collect from the other Party the <br />prevailing Party's reasonable legal fees and costs. <br />10.17 Reserved. <br />10.18 Headings and Drafting. The headings in the Agreement shall not <br />be used to construe or interpret the Agreement. The Agreement shall <br />not be construed in favor of or against a Party based on the author of the <br />document. <br />10.19 Counterparts. The Master Agreement and each Schedule may be <br />executed in one or more counterparts, each of which shall constitute an <br />enforceable original of the Agreement, and that facsimile and/or pdf <br />scanned copies of signatures shall be as effective and binding as original <br />signatures. <br />10.20 Treatment in the Event of Bankruptcy of Client. The Parties <br />acknowledge and agree that this Agreement is an executory contract as <br />such term is defined in section 365 of the United States Bankruptcy Code <br />(“USBC”). The Parties further acknowledge and agree that the <br />Agreement does not provide a license of intellectual property as defined <br />in section 101(35) of the USBC and that the provisions of Section 365(n) <br />of the USBC are therefore not applicable. Client acknowledges that MRI <br />will be harmed if this Agreement was assigned to a competitor, direct or <br />indirect, or any other party whose use of MRI Software or Services <br />pursuant to the Agreement would be detrimental to the business and <br />rights of MRI, and Client hereby grants MRI the right to consent to any <br />proposed assignment of this Agreement in a bankruptcy and that the <br />rights of consent to the assignment provided in section 365(c)(1) of the <br />USBC shall be applicable to any proposed assignment of this Agreement <br />in any bankruptcy case filed by Client. <br /> <br />*************************************************************************************************************************************** <br />END OF MASTER AGREEMENT <br /> <br /> <br />EXHIBIT 2