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Filed for Record 04/16/2009 04 :48:53 PM -Kittitas County, WA Auditor -200904160090 Page 58 of 118 <br />Party, either directly or indirectly. damages, costs or attorneys' fees in any legal or equitable <br />action_ <br />10.7 Washington Law. This Agreement shall be construed and enforced in <br />accordance with the laws of the state of Washington_ <br />10.8 Attorneys' Fees. ln the event of any litigation or arbitration between the Panics <br />regarding an alleged breach of this Agreement, neither Party shall be entitled to any award of <br />attorneys' fees. <br />10.9 Covellant of Good Faith and Fair Dealing. Each Party shall use its best efforts <br />and take and employ all necessary actions to ensure that the rights secured by the other Party <br />through this Agreement can be enjoyed and neither Party shall take any action that will deprive <br />the other Party of the enjoyment of the rights secured through this Agreement. <br />10.10 No Third-Party Beneficiaries. Except as expressly provided for .!lnd limited in <br />(i) Section 4.1 (g)( 4 ). Resulls of Moniloring and (ii) Section 9.2, Transfer Agreements Requiring <br />Consent, conveying certain limited rights upon Affected Jurisdictions and Public Bodies, this <br />Agreement is for the benefit of the Parties hereto only and is not intended to benefit any other <br />person or entity. and no person or entity not a party to this Agreement shall have any third-party <br />beneficiary or other rights whatsoever hereunder. <br />10.11 Conflicts. In the event ofa conflict, the tenns and conditions set forth in the <br />MountainStar MPR Conditions shall prevail over the terms and conditions of this Agreement, <br />and the tenns and conditions of this Agreement shall prevail over the terms and conditions of <br />other MPR Approvals and Applicable Law. <br />Section 11. ENTIRE AGREEMENT, COUNTERPARTS AND EXHIBITS <br />Suncadia Master Planned Resort Development Apeemenl (Amended and Rei;taled 12-02-20011) Page S7