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16 <br /> 1. Eminent Domain. Whenever all or part of the Property is taken by eminent <br /> domain, threatened to be taken by an entity with the power of eminent domain, or <br /> acquired, or sought to be acquired, by negotiated sale in lieu of condemnation, whether <br /> by public, corporate, or other authority, Grantor shall immediately give notice to Grantee <br /> and Fund, and shall take all appropriate actions related to such taking or negotiated sale <br /> in coordination with and with the prior written approval of Grantee and Fund, to recover <br /> the full fair market value (without regard to any diminution in value attributable to the <br /> Conservation Easement) of the taking or acquisition and all incidental, direct, and <br /> severance damages resulting from the taking or acquisition. Grantee, its successors and <br /> assigns, shall be entitled to its proportionate share of the Proceeds of Sale which shall <br /> include, but not be limited to, the proceeds of such taking of, sale of, exchange of, <br /> involuntary conversion of, and severance damages to, the Property or any part thereof, <br /> and any damage or just compensation otherwise awarded with respect to any judicial <br /> proceedings, according to Grantee's proportional interest in the value of the Property as <br /> determined under Treasury Regulations §1.170A-14(g)(6)(ii) or any successor regulation. <br /> As allowed by N.C.G.S. §146-30(a), Grantee shall use its share of the Proceeds of Sale in <br /> a manner consistent with the purpose(s) of the Conservation Easement as set forth herein. <br /> Notwithstanding the foregoing, all Proceeds of Sale shall be distributed among the Parties <br /> according to each Party's respective contribution to the purchase price of the Property <br /> and this Conservation Easement as specified above. Nothing herein limits Grantee's right <br /> to be included as a named parry in any eminent domain action or its right to just <br /> compensation for the taking of its property interest. <br /> 2. Changed Conditions. If a subsequent, unexpected change in conditions <br /> surrounding the Property or any part thereof makes impossible or impractical the <br /> continued use of the Property for the purposes of this Conservation Easement as set forth <br /> herein, and the Conservation Easement is extinguished in whole or in part by judicial <br /> proceeding, Grantee, its successors and assigns, shall be entitled to its proportionate share <br /> of the Proceeds of Sale which shall include, but not be limited to the proceeds of any sale, <br /> exchange, or involuntary conversion of the Property or any part thereof, and any damage <br /> award with respect to any judicial proceedings according to Grantee's proportional <br /> interest in the value of the Property as determined under Treasury Regulations §1.170A- <br /> 14(g)(6)(ii) or any successor regulation. As allowed by N.C.G.S. §146-30(a), Grantee <br /> shall use its share of the Proceeds of Sale in a manner consistent with the purpose(s) of <br /> the Conservation Easement as set forth herein. Notwithstanding the foregoing, all <br /> Proceeds of Sale shall be distributed among the Parties according to each Party's <br /> respective contribution to the purchase price of the Property and this Conservation <br /> Easement as specified above. Nothing herein limits Grantee's right to be included as a <br /> named parry in any judicial proceedings related to changed conditions. <br /> D. Acts Beyond Grantor's Control.Nothing contained in this Conservation Easement <br /> shall be construed to entitle Grantee to bring any action against Grantor for any injury or change <br /> in the Easement Area resulting from the acts of third parties not authorized by Grantor, or from <br /> 9of17 <br />