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2014036/ 3 the wrongful acts of a third party, Grantee shall cooperate fully with the Conservancy in enforcement of this Conservation Easement, including but not limited to: gathering facts and information relevant to the violation; assigning its right of action to the Conservancy; joining in any claim or legal action; and /or appointing the Conservancy as its attorney -in- fact for purposes of enforcement, all at the election of the Conservancy. 7.10 Enforcement Rights of Others. Nothing in this Conservation Easement is intended to create any right to enforce this Conservation Easement in any third party where no such right otherwise exists under this Conservation Easement or under law. 8. COSTS AND LIABILITIES. Grantee retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Property, or the protection of Grantee, the public, or any third parties from risks relating to conditions on the Property. Grantee shall maintain adequate comprehensive general liability insurance coverage on the Property. Grantee shall keep the Property free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantee. Grantee shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority (collectively "taxes "), including any taxes imposed upon, or incurred as a result of this Conservation Easement, and shall furnish the Conservancy with satisfactory evidence of payment upon request. The Conservancy may, at its discretion, pay any outstanding taxes or assessments and shall then be entitled to reimbursement by Grantee. 9. ACCESS. Nothing contained in this Conservation Easement shall give or grant to the public a right to enter upon or to use the Property or any portion thereof. Grantee will undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities might diminish or impair the Conservation Values. 10. TRANSFER OF EASEMENT. The parties recognize and agree that the benefits of this Conservation Easement are in gross and assignable. The Conservancy shall have the right to transfer or assign this Conservation Easement to an entity that: (a) satisfies the requirements of Section 170(h)(3) of the U.S. Internal Revenue Code (or successor provisions thereof) and is qualified to hold the Conservation Easement under applicable state law, and (b) as a condition of transfer, agrees to uphold the Conservation Purpose of this Conservation Easement, as required in Treasury Regulations Section 1.170A -14, as amended. If the Conservancy ever ceases to exist or no longer qualifies under Sec. 170(h) or applicable state law, a court with jurisdiction shall transfer this Conservation Easement to another qualified organization having similar purposes that agrees to assume the responsibility. In the event that the Conservancy transfers or assigns this Conservation Easement, in whole or in part, the Conservancy is hereby granted the right to reserve a third -party right of enforcement if the Conservancy so elects at the time of the transfer. 11. TRANSFER OF PROPERTY. As set forth below, Grantee agrees that a reference to this Conservation Easement will be inserted by Grantee in any subsequent deed or other legal instrument by which Grantee divests either the fee simple title or possessory interest in the Property, including without limitation a leasehold or mortgage interest. Grantee further agrees to Page 16 of 24 Pages