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202-10'3372
<br />causes beyond Grantor's control, including, without limitation, fire, flood, storm, or earth
<br />movement.
<br />a. Costs of Enforcement. Any costs incurred by Holder in enforcing the terms of this
<br />Conservation Easement against Grantor, including, without limitation, costs of suit and
<br />attorney's fees, and any costs of restoration necessitated by Grantor's violation of the
<br />terms of this Conservation Easement, shall be borne by Grantor.
<br />b. Holder's Discretion. Enforcement of the terms of this Conservation Easement shall be at
<br />the sole discretion of Holder, and any forbearance or delay by Holder to exercise its
<br />rights under this Conservation Easement, in the event of any breach of any term of this
<br />Conservation Easement by Grantor, shall not be deemed or construed to be a waiver by
<br />Holder of such terms or of any subsequent breach of the same of any other term of this
<br />Conservation Easement or any of Holder's rights under this Conservation Easement.
<br />7. Formal Provisions:
<br />a. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and
<br />liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the
<br />Premises, including the maintenance of adequate comprehensive general liability
<br />insurance coverage. Grantor shall keep the Premises free of any liens arising out of any
<br />work performed for, materials, furnished to, or obligations incurred by Grantor.
<br />b. Taxes. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of
<br />whatever description levied on or assessed against the Premises by competent authority,
<br />and shall furnish Holder with satisfactory evidence of payment upon written request.
<br />c. Hold Harmless. Grantor shall defend, hold harmless, indemnify, and defend Holder and
<br />its directors, officers, employees, agents, contractors and the successors, and assigns of
<br />each of them (collectively, the "Indemnified Parties") from and against all liabilities,
<br />penalties, costs, losses, damages, expenses, causes of action, claims, including bodily
<br />injury or death, demands, or judgments, including, without limitation, reasonable
<br />attorney's fees, arising from or in any way connected with bodily injury to or the death of
<br />any person, or physical damage to any property, resulting from any act or omission of
<br />Grantor or Grantor's employees or agents„ except any negligent act or omission of the
<br />Indemnified Parties.
<br />d. Title and Priority. Grantor covenants and agrees that: (i) Grantor is the owner in fee of
<br />the Premises, (ii) Grantor has a good right to convey and grant the Conservation
<br />Easement; (iii) the Premises is free of liens and encumbrances; and (iv) Grantor shall
<br />warrant and defend the title thereto against the claims and demands of all persons
<br />whomsoever. In the event there exists any prior mortgage, deed of trust, or encumbrance
<br />with respect to the Premises, Grantor shall, at Grantor's cost, either: (v) prior to recording
<br />this Conservation Easement, obtain from any party holding a mortgage, deed of trust, or
<br />other encumbrance against the Premises which was recorded prior to this Conservation
<br />Easement, an agreement, in recordable form and in form reasonably acceptable to
<br />Grantee, that this Conservation Easement shall be deemed prior to any such mortgage,
<br />deed of trust, or encumbrance and such mortgage, deed of trust, or encumbrance shall be
<br />subordinate in all respects to this Conservation Easement; or (vi) if there is no mortgage,
<br />deed of trust, or encumbrance affecting the Premises, record this Conservation Easement
<br />prior to recording any deed of trust, mortgage, or other encumbrance against the
<br />Premises. Grantee may, at its expense, obtain title insurance insuring the priority of this
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