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below, the signature of the person to whom such rights or obligations have been transferred shall <br />not be required to amend this Agreement unless such amendment would materially alter the <br />rights or obi igations of such transferee; provided. however, that any such transferee shall be <br />provided with thirty (30) days· prior written notice of any amendment to this Agreement. <br />COOPERA TJON IN THE EVENT OF LEGAL CHALLENGE Section 7. <br />7.1 Cooperation. In the event of any administrative, legal or equitable action or <br />other proceeding instituted by any person not a party to this Agreement challenging the validity <br />of any provision of the MPR Approvals. this Agreement, or any Subsequent Action, the Parties <br />shall cooperate in defending such action or proceeding to settlement or final judgment. including <br />all appeals. Each Party shall select its own legal counsel and retain such counsel at it.c:; own <br />expense; provided, however. that Trend west will reimburse the County for the costs of its legal <br />defense of any claim in court (as opposed to administrative or quasi-judicial administrative body) <br />that the County lacked authority to enter into this Agreement or any material provision thereof. <br />Section 8. DEFAULT <br />8.1 Defaults. Any failure by either Party to perfonn any term or provision ofthis <br />Agreement, which failure continues uncured for a period of sixty (60) days following written <br />notice from the other Party (unless the Parties have mutually agreed in writing to e;-.."tend this <br />period) shall constitute a default under this Agreement. Noncompliance by Trendwest with the <br />MountainStar MPR Conditions or any one of them shall not constitute a default hereunder. <br />Noncompliance by Trendwest with any MountainStar MPR Condition shall be resolved in <br />accordance with the processes and procedures for same set forth in such MountainStar MPR <br />Conditions. Any notice of default shall specify the nature of the alleged default and, where <br />appropriate, the manner in which the alleged default may be satisfactorily cured. If the nature of <br />Suncad1a Master Planned Resort Development Agreement (Amended und Restated 12·02-2008) Page 48 <br />Index #32