Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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FINAL DRAFT 1116/2020 the party contemplating such action agrees to confer with the other parties holding enforcement rights under this Easement as to whether they will join the mediation, arbitration or legal action and share costs and expenses related to such action; provided, however, that this agreement to confer shall not be construed as a limitation on the ability of Grantee, Co -Grantee, or any Beneficiary to this Easement to exercise its enforcement and other rights under this Easement. If Grantee, Co - Grantee, RCO, and/or the United States decide(s) to join in the action and share costs and expenses related to the action, the parties joining in the action and sharing costs and expenses related to the action shall apply any recovery to reimburse such parties for their costs and expenses; provided, however, that any amount received based on loss of value to the easement, or resulting from condemnation and/or extinguishment of the Easement, shall be shared equally by Grantee, Co -Grantee, RCO and the United States only after reimbursing such parties for their costs and expenses. 15.2 If Grantee, Co -Grantee, or any Beneficiary to this Easement chooses not to undertake mediation, arbitration or legal action as provided for in Sections 8 and 9, and/or share costs and expenses related to such action, such party shall not be entitled to any recovery for enforcement costs; provided, however, that any amount received based on loss of value to the easement, or resulting from condemnation and/or extinguishment of the Easement, shall be distributed in accordance with Section 11.4 only after first reimbursing any party for its costs and expenses that are not otherwise separately paid as part of any arbitration award or judgment. 16 RECORDATION Grantee shall record this instrument in a timely fashion in the official records of Kittitas County, Washington, and in any other appropriate jurisdictions, and may re-record it at any time as may be required to preserve its rights in this Easement. 17 NO MERGER In the event that Grantee or Co -Grantee acquires all or a portion of the fee title to the Protected Property, it is the intent of the Parties that no merger of title shall take place that would merge the restrictions of this Easement with fee title to the Protected Property and thereby eliminate them, and that the restrictions on the use of the Protected Property, as embodied in the Easement, shall, in the event that all or a portion of title become vested in Grantee or Co -Grantee, become and remain permanent and perpetual restrictions on the use of the Protected Property. Grantee and Co -Grantee covenant to do what is required to prevent merger of title, including, if necessary, assignment of the Easement to an appropriate third party pursuant to Section 13.1. 18 GENERAL PROVISIONS -32-