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<br />NCLWF Property CE Template – rev. Oct 2023 <br />10 of 18 <br /> <br /> <br />under Treasury Regulations §1.170A-14(g)(6)(ii) or any successor regulation. As such <br />designation is allowed by N.C.G.S. §146-30(a), Grantee shall use its share of the Proceeds <br />of Sale in a manner consistent with the purpose(s) of the Conservation Easement as set <br />forth herein. Notwithstanding the foregoing, all Proceeds of Sale shall be distributed among <br />the Parties according to each Party’s respective contribution to the purchase price of the <br />Property and this Conservation Easement as specified above. Nothing herein limits <br />Grantee’s right to be included as a named party in any eminent domain action or its right <br />to just compensation for the taking of its property interest. <br /> <br />2. Changed Conditions. If a 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 successor s 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-14(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 Parti es 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 /> <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 /> <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 /> <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 /> <br />ARTICLE V. TITLE <br />Docusign Envelope ID: F21173B5-89BA-402D-A035-40030539EB5E