S ECD - Eno River Association purchase of Eno Confluence property & conservation easement

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Pending receipt of grant funds from the Clean Water Management Trust Fund, and in . order to close on the purchase of the property prior to December 31, 2007, the Association has obtained a loan from The Conservation Fund in the amount of $656,400.00, which is the portion of the aforesaid grant from the Clean Water Management Trust Fund dedicated to the purchase cost. In exchange for receipt of the loan funds the Association will execute a Promissory Note in favor of The Conservation Fund obligating the Association to repay The Conservation Fund upon receipt of the Clean Water Management Trust Fund grant funding. The Promissory Note will be secured by a first lien Deed of Trust recorded contemporaneously with the recordation of the Association's Deed from its Seller. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE BENEFITS TO EACH OF THE PARTIES AS SET FORTH IN THIS AGREEMENT, THE ASSOCIATION AND THE COUNTY AGREE AS FOLLOWS: 1. In recognition of the benefits to the citizens of Orange County of maintaining the property in the foregoing manner as conservation open space, the County agrees to contribute the sum of $250,000.00 toward the purchase of the property by the Association. 2. In exchange for receipt of these funds the Association will convey to the County a Conservation Easement on the entire property, which will be recorded contemporaneously with and following the Conservation Easement conveyed to the State of North Carolina; provided that the Conservation Easement to be conveyed to Orange County shall be executed and recorded no i later than December 31, 2008. 3. Pending recordation of the aforesaid Conservation Easement to the County, in exchange for receipt of the County's funds at closing the Association will execute a Promissory Note in favor of the County obligating the Association to repay the County's funds in the event that the Association fails to execute and record a Conservation Easement acceptable to the County as described above. The Promissory Note will be secured by a second lien Deed of Trust recorded contemporaneously and following The Conservation Fund's Deed of Trust. 4. Upon the recordation of the Orange County Conservation Easement described above, the terms of the Promissory Note shall be deemed to be satisfied, and the County will cancel the lien of its Deed of Trust. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized official, to be effective from the day and year first above written. r ~ ~ _J Page 2 of 3