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14 <br />Covey Creek Conservation Easement (Underwood) Draft 6/3/09 BOCC <br />8. TRANSFER OF EASEMENT. The Grantee shall have the right to transfer, <br />assign, convey, or otherwise to co-hold the Conservation Easement created by this Deed to any <br />public agency or private nonprofit organization that, at the time of transfer, is a qualified <br />organization under Section 170(h) of the U.S. Internal Revenue Code, as amended and under <br />NCGS 121-34 et seq., provided the agency or organization expressly agrees to assume the <br />responsibility imposed on Grantee by this Deed. If the Grantee ever ceases to exist or no longer <br />qualifies under Section 170(h) of the U.S. Internal Revenue Code, or applicable state law, a court <br />with jurisdiction shall transfer this Conservation Easement to another qualified organization <br />having similaz purposes that agrees to assume the responsibility imposed by this Conservation <br />Easement. <br />9. TRANSFER OF EASEMENT AREA. The Grantor agrees to incorporate by <br />reference the terms of this Conservation Easement in any deed or other legal instrument by <br />which it transfers or divests itself of any interest, including leasehold interest, in all or a portion <br />of the Easement Area. The Grantor shall notify the Grantee in writing at least thirty (30) days <br />before conveying the Easement Area, or any part thereof or interest therein. Failure of Grantor <br />to do so shall not impair the validity of this Conservation Easement or limit its enforceability in <br />any way. <br />10. AMENDMENT OF EASEMENT. This Conservation Easement may be <br />amended only with the written consent of Grantor and Grantee. Any such amendment shall be <br />consistent with the purposes of this Conservation Easement and shall comply with Sec. 170(h) of <br />the Internal Revenue Code, or any regulations promulgated in accordance with that section. Any <br />such amendment shall also be consistent with the Uniform Conservation and Historic <br />Preservation Agreements Act, N.C. Gen. Stat. § 121-34 et seq., or any regulations promulgated <br />pursuant to that law. Grantor and Grantee have no right or power to agree to any amendment <br />that would affect the enforceability of this Conservation Easement. <br />11. PROCEDURE IN THE EVENT OF TERMINATION OF <br />CONSERVATION EASEMENT. If it determines that conditions on or surrounding the <br />Easement Area change so much that it becomes impossible to fulfill the conservation purposes of <br />this Conservation Easement, a court with jurisdiction may, at the joint request of both the <br />Grantor and the Grantee, terminate or modify the Conservation Easement created by this Deed in <br />accordance with applicable State law. If the Conservation Easement is terminated and the <br />Easement Area is sold, then as required by Section 1.1 70A-14(g)(6) of the IRS regulations, the <br />Grantee shall be entitled to a percentage of gross sale proceeds or condemnation award (minus <br />any amount attributed to new improvements made after the date of the conveyance, which <br />amount shall be reserved to Grantor), equal to the ratio of the appraised value of this <br />Conservation Easement to the unrestricted fair mazket value of the Easement Area, as these <br />values are determined on the date of this Conservation Easement, subject to any applicable law <br />which expressly provides for a different disposition of the proceeds. <br />All termination related expenses, including reasonable attorney fees, incurred by the <br />Page 11 of 16 <br />