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Latta Conservation Easement Draft #3 (March 12, 2007) (1 <br />19. Transfer of Conservation Easement <br />Subject to the contingent rights of the United States of America as specified in Paragraph <br />18 and other pertinent paragraphs herein, and with timely written notice to and advanced <br />approval of the United States Department of Agriculture, Grantee shall have the right to transfer <br />the Easement created by this Deed to another public agency, provided the agency or organization <br />expressly agrees to assume the responsibility imposed on the Grantee by this Deed and has the <br />necessary authority to hold and administer conservation easements. <br />20. Transfer of Property <br />The Grantors agree to incorporate by reference the terms of this Conservation Easement <br />in any deed or other legal instrument by which they transfer or divest themselves of any <br />interests, including leasehold interests, in all or a portion of the Property. The Grantors shall <br />notify Grantee in writing at least thirty (30) days before conveying the Property, or any part <br />thereof or interest therein. Failure of Grantors to incorporate by reference the terms of this <br />Conservation Easement in an instrument of transfer or conveyance or to notify Grantee of a <br />transfer or conveyance shall not impair the validity of this Conservation Easement or limit its <br />enforceability in any way. <br />21. Amendment of Conservation Easement <br />This Conservation Easement maybe amended only with the written consent of Grantee, <br />Grantors, and the United States. Any such amendment shall be consistent with the Statement of <br />Purposes of this Conservation Easement and with Grantee's Conservation Easement amendment <br />policies, and shall comply with Section 170(h) of the Internal Revenue Code or any regulations <br />promulgated in accordance with that section. Any such amendment shall be duly recorded. <br />22. Procedure in the Event of Termination of Conservation Easement <br />If it determines that conditions on or surrounding the Property change so much that it <br />becomes impossible to fulfill the conservation purposes of this Conservation Easement, a court <br />with jurisdiction may, at the joint request of both the Grantors and Grantee and with prior <br />consent of the United States Department of Agriculture, terminate or modify the Conservation <br />Easement created by this Deed in accordance with applicable law. If the Conservation Easement <br />is terminated and the Property is sold then as required by Section 1.1 70A-14(g)(6) of the IRS <br />regulations, Grantee shall be entitled to sixty-two percent (62%) of the net sale proceeds (equal <br />to the ratio of the purchase price of this Conservation Easement to the unrestricted fair market <br />value of the Property, as these values are determined on the date of this Conservation Easement), <br />subject to any applicable law which expressly provides for a different disposition of the <br />proceeds. The Grantee and the United States of America shall divide the resulting proceeds in <br />accordance with the percentage of the purchase price of the Conservation Easement that each <br />party contributed. The percentages are _% for the Grantee and _% for the United States of <br />America. <br />Page 12 of 18 <br />