2017-2037 Comp Plan Update Enabling Ordinance with Exhibit A

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Filed for Record 04/16/2009 04:48:53 PM - Kittitas County, WA Auditor - 200904160090 Page 49 of 118 below, the signature of the person to whom such rights or obligations have been transferred shall not be required to amend this Agreement unless such amendment would materially alter the rights or obligations of such transferee; provided, however, that any such transferee shall be provided with thirty (30) days' prior written notice of any amendment to this Agreement. Section 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE 7.1 Cooperation. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of the MPR Approvals, this Agreement, or any Subsequent Action, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment, including all appeals. Each Party shall select its own legal counsel and retain such counsel at its own expense, provided, however, that Trendwest will reimburse the County for the costs of its legal defense of any claim in court (as opposed to administrative or quasi-judicial administrative body) that the County lacked authority to enter into this Agreement or any material provision thereof. Section 8. DEFAULT 8.1 Defaults. Any failure by either Party to perform any term or provision of this Agreement, which failure continues uncured for a period of sixty (60) days following written notice from the other Party (unless the Parties have mutually agreed in writing to extend this period) shall constitute a default under this Agreement. Noncompliance by Trendwest with the MountainStar MPR Conditions or any one of them shall not constitute a default hereunder. Noncompliance by Trendwest with any MountainStar MPR Condition shall be resolved in accordance with the processes and procedures for same set forth in such MountainStar MPR Conditions. Any notice of default shall specify the nature of the alleged default and, where appropriate, the manner in which the alleged default may be satisfactorily cured. If the nature of Suncadia Master Planned Rcsort Development Agreement (Amended and Restated 12-12-2008) Page 4R