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200803328 6.4. Assignment. This Easement is in gross and may be assigned or transferred by the Conservancy. The Conservancy agrees that, if it transfers or assigns its interest in this Easement: a. The organization or entity receiving this interest will be a qualified organization as that term is defined in Section 170(h)(3) of the Internal Revenue Code, as that section may be amended from time to time, and in the regulations promulgated thereunder and which is organized and operated primarily for one of the conservation purposes specified in Section 170(h)(4)(A) of the Internal Revenue Code, as that section may be amended from time to time, and in the regulations promulgated thereunder; and b. The transferee or assignee will be required to carry out in perpetuity the conservation purposes which this Easement was originally intended to advance. 6.5. Subsequent Transfers by Grantor. Unless this Easement is extinguished, as set forth below, the Grantor agrees that the terms, conditions, restrictions and purposes of this Easement will either be referenced or inserted by the Grantor in any subsequent deed or other legal instrument by which the Grantor divests himself of any interest in all or part of the Protected Property. The Grantor agrees to notify the Conservancy, its successors and assigns, of any such conveyance in writing by certified mail within fifteen (15) days after closing. 6.6. Extinguishment. The Grantor agrees that this grant of a perpetual Easement gives rise to a property right, immediately vested in the Conservancy, with a fair market value that is at least equal to the proportionate value that the Easement, at the time of this conveyance, bears to the value of the Protected Property as a whole at that time. The proportionate value of the Conservancy's property rights shall remain constant. If a subsequent unexpected change in the conditions of or surrounding the Protected Property makes impossible or impractical the continued use of the Protected Property for the conservation purposes described herein, and if the restrictions ofthis Easement are extinguished by judicial proceedings (including, but not limited to, eminent domain proceedings), then upon the sale, exchange or involuntary conversion of the Protected Property, the Conservancy shall be entitled to a portion of the proceeds at least equal to the proportionate value of the Easement described above. The proportionate value of the. Easement to the Protected Property at the time of this grant is twenty-nine percent (29%). The Conservancy will use its share of any and all proceeds received for such sale, exchange or involuntary conversion in a manner consistent with the conservation purposes of this Easement or for the protection of a "relatively natural habitat of fish, wildlife, or plants or similar ecosystem," as that phrase is used in Section 170(h)(4)(A)(ii) of the Internal Revenue Code, as that section may be amended from time to time, and in regulations promulgated thereunder. 6.7. Title Warranty. Grantor hereby warrants and represents that the Grantor is seized of the Protected Property in fee simple and have good right to grant and convey this Easement, that the Protected Property is free and clear of any and all encumbrances and that the Conservancy and its successors and assigns shall have the use of and enjoy all of the benefits derived from and arising out of this Easement. - 8 -