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201403613 notify the Conservancy of any pending transfer at least thirty (30) days in advance of transfer and to provide the Conservancy with a copy of any legal instrument affecting such transfer within thirty (30) days following its execution. The failure of Grantee to comply with this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way. Any successor in interest of Grantee, by acceptance of a deed or other document purporting to convey an interest in the Property, shall be deemed to have consented to, reaffirmed and agreed to be bound by all of the terms, covenants, restrictions and conditions of this Conservation Easement. 12. PRESUMPTION AGAINST AMENDMENT. It is the parties' intention that this Conservation Easement will not be amended or modified. In the event of unforeseen circumstances or exceptional situations the Conservancy may in its sole discretion consider an amendment or modification to this Conservation Easement, but in no event shall such amendment be made without compliance with the Conservancy's internal procedures and standards for such modification, and federal, state and local laws regarding the creation and amendment of conservation easements. No amendment shall be allowed that would adversely affect the qualifications of this Conservation Easement as a charitable gift (if applicable) or the status of the Conservancy under any applicable laws, including Section 170 (h) of the Internal Revenue Code or the laws of the State where the Property is located, or serves to weaken the Conservation Easement in terms of protection of the Conservation Values or its perpetual duration. Any such amendment shall be signed by both parties, and shall be recorded in the official records of the county in which the Property is located. 13. EASEMENT VALUATION, EXTINGUISHMENT, TERMINATION, EMINENT DOMAIN. 13.1 Value of Easement and Proceeds. Grantee hereby agrees that at the time of the reservation of this Conservation Easement, this Conservation Easement gives rise to a real property right, immediately vested in the Conservancy, with a fair market value that is at least equal to the proportionate value that this Conservation Easement at that time, bears to the value of the Property as a whole at that time, which the parties have determined through an appraisal to be 12.5 %. Accordingly, if this Conservation Easement is extinguished, terminated, or taken by eminent domain as described below, the Conservancy on any sale, exchange or involuntary conversion of the Property shall be entitled to a portion of the proceeds at least equal to that proportionate value. The Conservancy's interest shall be valued at the greater of the following: (1) the proportionate value that the Conservation Easement at the time of the conveyance, bears to the value of the Property as a whole at that time, as described above; or (2) the proportionate value that this Conservation Easement at the time of termination, extinguishment or condemnation bears to the then value of the Property as a whole. The Conservancy shall use any proceeds received in conjunction with this provision and the following provisions in a manner consistent with the Conservation Purpose of this Conservation Easement. Page 17 of 24 Pages