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16 <br /> 2. Changed Conditions.If subsequent,unexpected change in conditions surrounding <br /> the Property makes impossible or impractical the continued use of the Property or any part <br /> thereof for the purposes of this Conservation Easement as set forth herein,the Conservation <br /> Easement may only be extinguished in whole or in part by judicial proceeding. If this <br /> Conservation Easement is extinguished,in whole or in part,by judicial proceeding because <br /> of changed conditions, Grantee, its successors and assigns, shall be entitled to its <br /> proportionate share of the Proceeds of Sale according to Grantee's proportional interest in <br /> the value of the Property as determined under Treasury Regulations §1.170A-I 4(g)(6)(ii) <br /> or any successor regulation. As such designation is allowed by N.C.G.S. §146-30(a), <br /> Grantee shall use its share of the Proceeds of Sale in a manner consistent with the <br /> purpose(s) of the Conservation Easement as set forth herein. Notwithstanding the <br /> foregoing, all Proceeds of Sale shall be distributed among the Parties according to each <br /> Party's 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 party 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 Property resulting from the acts of third parties not authorized by Grantor, or from causes <br /> beyond Grantor's control,including,without limitation,fire,flood,storm,and earth movement,or <br /> from any prudent action taken in good faith by Grantor under emergency conditions to prevent, <br /> abate,or mitigate significant injury to life,property, or the Property,resulting from such causes. <br /> E. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of <br /> this Conservation Easement against Grantor,including,without limitation,any costs of <br /> restoration necessitated by Grantor's acts or omissions in violation of the terms of this <br /> Conservation Easement, shall be borne by Grantor. <br /> F. No Waiver. Any forbearance by Grantee to exercise its rights hereunder in the <br /> event of any breach of any term set forth herein shall not be deemed or construed to be a waiver <br /> by Grantee of such term or of any subsequent breach of the same or of any other term of this <br /> Conservation Easement or of Grantee's rights. No delay or omission by Grantee in exercise of <br /> any right or remedy shall impair such right or remedy or be construed as a waiver. <br /> ARTICLE V. TITLE <br /> Grantor covenants,represents, and warrants(i)that Grantor is the sole owner and is seized. <br /> of the Property in fee simple and has good right to grant and convey this Conservation Easement, <br /> (ii) that there is legal access to the Property, (iii) that the Property is free and clear of any and all <br /> encumbrances, except those permitted exceptions outlined below, none of which would nullify, <br /> impair, or limit in any way the terms or effect of this Conservation Easement, (iv) that Grantor <br /> shall defend its title and Grantee's title against the claims of all persons whomsoever, and(v)that <br /> Grantee, its successors and assigns, shall have the right to monitor and defend the terms of this <br /> NCLWF Property CE Template--rev.Oct 2023 <br /> 11 of 18 <br />