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20051079E 7. Mechanics' and Materialman's Liens. Each party hereby agrees not to permit or suffer and, to the extent so permitted or suffered, shall cause to be promptly removed and released any mechanic's or materialman's lien on the other party's parcel. The party whose parcel has been improperly liened may, at its option and at the other party's cost and expense, with the assistance of attorneys of that party's choosing, enter into, defend, prosecute or pursue any effort or action (whether or not litigation is involved) which such liened party deems reasonably necessary to defend itself or its parcel from and against all claims or liability arising by, through or under the other party as described herein. 8. Notices. Any notice, billing or other communication permitted or required to be given pursuant to this Agreement to any party shall be deemed to have been duly given 3 business days after being mailed by certified mail, return receipt requested, or one business day following its deposit with a courier promising next business day delivery, if delivered via overnight messenger service, or immediately upon hand delivery addressed to the parties at those addresses set forth in the initial Section of this Agreement. Either party may change its address by providing notice in accordance with the foregoing. 9. General Provisions. (a) Covenants Running With the Land. The benefits and burdens of this Agreement touch and concern and run with the land and are binding upon and shall inure to the benefit of the respective successors and assigns of the parties to this Agreement, subject to the provisions of this Agreement. (b) Transfer of Ownership. Upon the transfer of ownership by Northcott of the Northcott Parcel or Edgemark of the Edgemark Parcel, liability of the transferor for the breach of any covenant under this Agreement occurring after the transfer will automatically terminate, and any transferee of such property shall, by acceptance of the conveyance thereof, be deemed to have agreed to assume such liability from and after the date of the transfer. (c) Exhibits. All recitals and all exhibits referred to in this Agreement are incorporated in this Agreement by reference and will be deemed part of this Agreement for all purposes as if set forth at length herein. (d) Modifications; Waiver. This Agreement may not be modified or discharged in any respect, except by a further agreement in writing duly executed by the parties or their successors in interest. However, any consent, waiver, approval or authorization will be effective if signed by the party granting or making such consent, waiver, approval or authorization. No waiver shall be deemed a continuing waiver with respect to any breach or default, whether of similar or different nature, unless expressly stated in writing. (e) Attorneys' Fees. The prevailing party in any legal proceeding brought to enforce rights hereunder shall recover from the other party its reasonable attorneys' fees and costs. As used herein, the term "prevailing party" means the party entitled to recover its costs and attorneys' fees in any arbitration, mediation or other form of procedure, whether or not brought to final termination or whether or not incurred before or after the demand for such arbitration, mediation or other legal procedure. {31081.120.10/18 /2005 05:33 PM.JEPE.A0209405.DOC;3) 5