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the Change Application or any governmental or quasi-governmental decisions relating thereto will have been resolved to County's satisfaction. 8.4 Ounnti I of Wat r Approved by Ecology a Trust Water Right. Sellers and County estimate that Ecology's review of the Water Right for transfer into the Trust Water Program will be based on calculation of at least 2.6 AF/acre of consumptive use and result in approximately 156 AF/year of consumptive use water for transfer into the Trust Water Right Program for combined use as mitigation of groundwater use in Kittitas County and under Sellers' Reserved Quantity. 8.5 No Material hange.-;. Between the Effective Date and the Closing Date, there will have been no material adverse change to the Water Right, including, without limitation, the following: (i) adverse changes in legal or equitable title to the Water Right, (ii) defaults, breaches, violations or actions filed or taken under any mortgages, deeds of trust, or any other document or agreement, and (iii) the creation or occurrence of additional, or any adverse change to, any legal restrictions or other circumstances. 8.6 Waiver f ontingencies. County may waive, in whole or in part, any condition precedent to the County's performance under this Agreement. Sellers may likewise waive, in whole or in part, any condition precedent to its performance under this Agreement. All contingencies or conditions precedent described in this Section 8 will be deemed waived once both the County and Sellers have delivered all items that each is required to deliver for closing pursuant to this Agreement. 9 . Wbeu and How Purdtase Price Will Be Paid. At Closing (as defined below), the entire Purchase Price, subject to any credits, deductions, prorations or adjustments provided in this Agreement, will be paid to Sellers in cash or equivalent cleared funds. I 0. Lea . cbnck Provisions. Upon Closing, the County agrees to lease to Sellers and Sellers agree to lease from County at least enough water sufficient to irrigate the full number of irrigable acres identified by Ecology pursuant to the Change Application each year ("Leaseback Water") for twenty (20) years from the date of Closing (hereinafter "the Initial Leaseback Period"), except in those years in which there is a drought in the Yakima Basin , in which instance the County is under no obligation to lease any water back to Sellers. For purposes of this Agreement, a "drought" shall mean (a) a year, or a portion thereof, when the water supply for the Yakima River Basin is below seventy-five percent of normal, as confirmed by the Bureau of Reclamation, and "junior" (post-1905 priority) water rights are pro-rationed or curtailed, or (b) a year in which the State of Washington declares a drought in all or part of the Yakima River Basin pursuant to WAC 173-166-060. Notwithstanding the above, in any year in which Sellers have received Leaseback Water from the County before a "drought" has been confirmed or declared under either of the Purchase and Sale Agreement Between Kittitas County and James and Hazel Treat Page 5 ofl3