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i 6. 6.6 Cooperation in Defense of Third Party Liti ag tion. In the event that any legal action is L instituted by a third party or other governmental entity or official challenging the validity, enforceability, or application of this Agreement or related development plans or approvals,or any other action by either Party in implementation or performance of this Agreement,the parties L agree to affirmatively cooperate in responding to and defending against such action, to the extent possible and without waiving any other rights as may exist under this agreement or otherwise. This Agreement shall remain in full force and effect,notwithstanding the filing of such legal L action, and shall remain in full force and effect while such litigation, including appellate review, is pending,unless stayed by order of court. Each party shall have the right to select its own counsel in defense of such action, and shall bear its own expenses or fees in connection with L such defense, except as otherwise provided in this Agreement. L SECTION 7. DEVELOPMENT OF PROPERTY AS A PRIVATE UNDERTAKING. 7.1. Development of Property as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the t_ Property is a separately undertaken private development.No partnership,joint venture or other association of any kind between the Developer, on the one hand, and the County, on the other, is formed by this Agreement. The only relationship between the L County and the Developer is that of a governmental entity regulating the development of private property and the owners of such private property. This Agreement is not intended nor shall it be construed to create any third party beneficiary rights in any L person or entity which is not a signatory party hereto,unless expressly otherwise provided. L SECTION 8. CONSISTENCY WITH GENERAL PLAN,MASTER PLAN,PUBLIC FINANCING PLAN. 8.1. Consistency With General Plan, Master Plan,Public Financing Plan. The County hereby finds and determines that execution of this Agreement is in the best ` interest of the public health, safety and general welfare and is consistent with the General Plan,Master Plan, and Public Financing Plan. ` SECTION 9. CONSTRUCTION. 9.1. County Code. This Agreement shall be subject to and construed in L accordance and harmony with the County Code, as it may be amended,provided that such amendments do not substantially alter the rights granted to the Parties by this Agreement. L9.2 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of the Property, or portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for the development of the Property as private property except for any required Exactions. Except as required in LW02-SF:FPD\61481145.2 -51- L