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Filed for Record 04/16/2009 04:48:53 PM -Kittitas County, WA Auditor -200904160090 Page 51 of 118 <br />acquiring an interest in MountainStar or the Trendwest Property. or any portion thereof. <br />including, without limitation, purchasers or long-tenn ground lessees of individual lots, parcels, <br />or any Jots, condominiums, timeshares, homes or fac.ilities comprising a portion of Mountain Star . <br />Such assignments or transfers shall be made pursuant to a written agreement (''Transfer <br />Agreement") with consent as described in Section 9.2 below. or, if applicable, without consent as <br />described in Section 9.3 below. <br />9.2 Transfer ~reements Requiring Consent. <br />(a) Trend west may enter into a written agreement ("Transfer Agreement'") to <br />transfer or assign all or any portion ofTrendwest's interests, rights, obligations and <br />responsibilities under this Agreement, including the MPR Approvals and the Subsequent <br />Actions, and to release Trcndwest fi-orn its obligations and responsibilities pursuant to this <br />Agreement, and the MPR Approvals and Subsequent Actions, but only after obtaining written <br />consent from the County as described in this section, unless such transfer falls within those types <br />of transfers not requiring consent pursuant to Section 9.3 below. Such Transfer Agreement may: <br />(i) release Trendwest from obligations under this Agreement, including the MPR Approvals and <br />Subsequent Actions, that pertain to that portion ofMountainStar being transferred. provided the <br />transferee: c,-;prcssly assumes such obligations and responsibilities; (ii) transfer to the transferee <br />vested rights to improve that portion of MountainStar being transferred, and (iii) address any <br />other matter deemed by Trendwest or the County to be necessary or appropriate in connection <br />with the transfer or assignment. <br />(b) Such Transfer Agreement shall not take effect unless and until the County <br />has consented in writing to such transfer. The County's consent shall not be unreasonably <br />withheld, conditioned. or delayed. To the extent any Transfer Agreement relates to mitigation <br />Suncadia Master Planned Resort Developmenl Agreement (Amended and Restated 12-02-2008) Page SO