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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 Jaws of the state ofWashington. <br />I 0.8 Attorneys' Fees. In the event of any litigation or arbitration between the Parties <br />regarding an alleged breach of this Agreement, neither Party shall be entitled to any award of <br />attorneys' fees. <br />10.9 Covenant 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 and limited in <br />(i) Section 4.1(g)(4). Results ofMoniloring and (ii) Section 9.2. Transfer Agreements Requiring <br />Consent, conveying certain limited rights upon Affected Jurisdictions and Public 13odies. 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 of a 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 terms 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 Reson Devci(>pmcnt Agreement (Amended and Restated 12-02-2008) Page 57 <br />Index #32