Third party beneficiary

qualified to hold a conservation easement under Section 815.3 of the California Civil Code; (B) no longer experienced in holding and monitoring conservation easements on properties similar to the Easement Property; or (C) not willing or financially able to assume all of the responsibilities imposed on Grantee under this Conservation Easement; or (iii) not approved by WCB in accordance with Section 13(c), then, unless Owner Designee, the Third Party Beneficiary and WCB approve transfer of this Conservation Easement to another organization that meets the criteria listed in Section 13(a)(2)(a)-(b) and that is a nonprofit organization that has qualified for exempt status under Code Section 501(c)(3) and is not a private foundation under Code Section 509, this Conservation Easement shall vest in the State of California, acting by and through WCB, pursuant to Section 13(c). Grantor, Grantee, Owner Designee and the Third Party Beneficiary intend that, in the selection of an assignee entity as set forth above, preference be given to a qualified private nonprofit organization with the requisite experience in holding and monitoring conservation easements on properties similar to the Easement Property and preserving and protecting the Conservation Values.

have the right to approve or disapprove, in its sole discretion, any proposed voluntary assignment of Grantee’s interest under this Conservation Easement and the proposed assignee. Owner Designee, Grantee and the Third Party Beneficiary intend that, in the selection of any assignee entity, preference be given to a qualified private nonprofit organization with the requisite experience in holding and monitoring conservation easements on properties similar to the Easement Property and preserving and protecting the Conservation Values. If Owner Designee and the Third Party Beneficiary approve of the proposed voluntary assignment, then the assignee shall be an entity selected by Owner Designee and the Third Party Beneficiary that is (a) qualified to hold a conservation easement under Section 815.3 of the California Civil Code; (b) determined by Owner Designee and the Third Party Beneficiary, each in its sole discretion, to be: (i) experienced in holding and monitoring conservation easements on properties similar to the Easement Property; (ii) willing and financially able to assume all of the responsibilities imposed on Grantee under this Conservation Easement; and (iii) otherwise qualified to be an assignee of this Conservation Easement; and (c) approved by WCB in accordance with Section 13(c). Owner Designee and the Third Party Beneficiary shall have one hundred twenty (120) days to designate an assignee that Owner Designee and the Third Party Beneficiary reasonably determine meets such criteria. The one hundred twenty (120) day time period may be extended, and shall be extended so long as Owner Designee and the Third Party Beneficiary are taking reasonable steps to select an assignee.

WCB, Owner Designee and the Third Party Beneficiary shall use reasonable efforts to select the assignee based on the above criteria within five hundred forty (540) days after the date this Conservation Easement vests in WCB. The five hundred forty (540) day time period may be extended, and shall be extended, up to the date that is two (2) years after the date of such vesting, so long as Owner Designee, the Third Party Beneficiary and WCB are taking reasonable steps to select and approve the proposed assignee.

(g) Limited Third Party Beneficiary Enforcement Right. The TPB shall have the limited right to enforce an actual or threatened TPB Enforceable Violation of this Conservation Easement. Prior to commencing any permitted enforcement action for an alleged TPB Enforceable Violation, the TPB shall attempt to allow Grantee to pursue enforcement of the TPB Enforceable Violation in accordance with this Section 9(g). If the TPB reasonably believes that a TPB Enforceable Violation has occurred, the TPB shall provide notice of the alleged TPB Enforceable Violation to the Parties. If Grantee delivers a Notice of Violation for the alleged TPB Enforceable Violation or is otherwise taking reasonable steps to cause Grantor to cure the alleged TPB Enforceable Violation, then the TPB shall not have any right to enforce such TPB Enforceable Violation. If Grantee has not delivered a Notice of Violation for, or otherwise taken reasonable steps to cause Grantor to cure the alleged TPB Enforceable Violation within thirty (30) days after receipt of notice from the TPB, or if, after such thirty (30) day period and Grantee’s receipt of a second notice from the TPB, Grantee fails to diligently pursue the process set forth in Section 9(a) or 9(b), as applicable, or to otherwise take reasonable steps to cause Grantor to cure the alleged TPB Enforceable Violation, then the TPB shall have the right to deliver a Notice of Violation for the alleged TPB Enforceable Violation in accordance with Section 9(a) or 9(b), as applicable, and to thereafter participate in the process set forth in such Section with Grantor and Grantee.