Third party beneficiary

(b) Involuntary Transfer. Notwithstanding any provision of this Conservation Easement to the contrary, in the event the existence of the Tejon Ranch Conservancy, or any successor holding the rights of the Tejon Ranch Conservancy pursuant to this Conservation Easement, is terminated for any reason, Grantor and Grantee desire that title to all interest in this Conservation Easement will immediately vest in The Nature Conservancy. If, however, The Nature Conservancy is (i) no longer in existence; (ii) in the reasonable determination of Owner Designee and the Third Party Beneficiary, (A) not then

(d) Remedies. If the Defaulting Party fails to cure a violation of this Conservation Easement in accordance with Section 9(a), or if Grantor fails to cure or to cause another party to cure a Contract Violation pursuant to Section 9(b) (but subject to Section 9(f)(2)), then the Non-Defaulting Party may bring an action at law or in equity in accordance with Section 25(d) to enforce the terms of this Conservation Easement; provided, however, that Grantee shall not have any right to enforce a violation of an Existing Contract or a New Contract that is not a Contract Violation. Notwithstanding anything to the contrary contained in this Conservation Easement, in no event shall (i) the Defaulting Party be liable to the Non-Defaulting Party or the Third Party Beneficiary for any indirect, special, punitive, or consequential damages resulting from the Defaulting Party’s breach of this Conservation Easement, whether foreseeable or unforeseeable; (ii) Grantor be liable to Grantee or the Third Party Beneficiary for any monetary damages whatsoever in connection with a Contract Violation, unless Grantor knowingly allowed the Contract Violation, subject to Sections 9(b) and 9(f)(2); (iii) Grantor or any party to an Existing Contract or a New Contract be liable to the Non-Defaulting Party or the Third Party Beneficiary for any indirect, special, punitive, or consequential damages resulting from any Contract Violation, whether foreseeable or unforeseeable; (iv) Grantee be liable to any party to an Existing Contract or a New Contract or the Third Party Beneficiary for any indirect, special, punitive, or consequential damages resulting from the Grantee’s breach of this Conservation Easement, whether foreseeable or unforeseeable; and (v) Grantor or any party to an Existing Contract or a New Contract be liable for non-compliance with BMPs that are not consistent with the applicable Management Standard governing the establishment and implementation of such BMPs. To the extent that Grantee or the Third Party Beneficiary recovers any monetary damages for the cost of restoring any injury or damage to a portion of the Easement Property that is caused by Grantor’s breach of this Conservation Easement, all such damages recovered by Grantee or the Third Party Beneficiary, as applicable, shall be applied to the cost of undertaking any corrective action to the applicable portion of the Easement Property. The Parties and the Third Party Beneficiary each hereby waives any right it may otherwise have to recover any damages that are inconsistent with the limitations set forth in this Section 9(d). Notwithstanding anything to the contrary contained in California Civil Code Section 815.7(d), or any similar statute, the Parties and the Third Party Beneficiary each hereby waives any right to recover the costs of litigation, including reasonable attorneys’ fees, in connection with any action to enforce this Conservation Easement. The Parties agree that this limitation of remedies provision shall be strictly enforced.

(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.

(2) As set forth in the WCB Grant Agreement, if this Conservation Easement vests in the State of California, acting by and through WCB, then WCB shall not unreasonably withhold its approval of, and shall reasonably cooperate with Owner Designee and the Third Party Beneficiary to, assign the State of California’s interest as Grantee hereunder to an assignee approved by Owner Designee, the Third Party Beneficiary and WCB as provided in this paragraph. Owner Designee, the Third Party Beneficiary and WCB 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. The assignee shall be an entity selected by Owner Designee, the Third Party Beneficiary and WCB, that is (a) qualified to hold a conservation easement under Section 815.3 of the California Civil Code; and (b) determined by Owner Designee, the Third Party Beneficiary and WCB, 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. Owner Designee and the Third Party Beneficiary shall have one hundred twenty (120) days after the date that this Conservation Easement vests in WCB to submit to WCB one (1) or more proposed assignees that Owner Designee and the Third Party Beneficiary reasonably determine meet 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 the proposed assignee(s). 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

Grantee, the Third Party Beneficiary, WCB, and their respective employees, agents and contractors, in connection with this Conservation Easement (including, but not limited to, entry and access pursuant to Sections 3(b), 7(b)-(d) and 20(b)) shall be in accordance with the procedure set forth in Section 7(a)(l)-(2) or, if applicable, the procedures for access for routine inspection and monitoring activities permitted by this Conservation Easement on not more than forty-eight (48) hours prior written notice set forth in Exhibit G, or such other procedure as the Parties may agree in writing. This Section 7(a) shall not apply to any Public Access to the extent that such Public Access is permitted by Section 8.

(1) In the event that Grantee desires to assign its interest under this Conservation Easement, Grantee shall provide Owner Designee and the Third Party Beneficiary with written notice of such desire. Owner Designee and the Third Party Beneficiary shall each 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

the use of the Easement Property will remain consistent with and further the Conservation Purpose in perpetuity and that the modification will not result in any net loss or reduction of the Conservation Values of the Easement Property. In addition, the express approval of WCB, in accordance with the WCB Grant Agreement, and the express approval of the Third Party Beneficiary, which approval shall not be unreasonably withheld, conditioned or delayed, shall be required.

(b) Involuntary Transfer. Notwithstanding any provision of this Conservation Easement to the contrary, in the event the existence of the Tejon Ranch Conservancy, or any successor holding the rights of the Tejon Ranch Conservancy pursuant to this Conservation Easement, is terminated for any reason, Grantor and Grantee desire that title to all interest in this Conservation Easement will immediately vest in The Nature Conservancy. If, however, The Nature Conservancy is (i) no longer in existence; (ii) in the reasonable determination of Owner Designee and the Third Party Beneficiary, (A) not then 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,

(2) As set forth in the WCB Grant Agreement, if this Conservation Easement vests in the State of California, acting by and through WCB, then WCB shall not unreasonably withhold its approval of, and shall reasonably cooperate with Owner Designee and the Third Party Beneficiary to, assign the State of California’s interest as Grantee hereunder to an assignee approved by Owner Designee, the Third Party Beneficiary and WCB as provided in this paragraph. Owner Designee, the Third Party Beneficiary and WCB 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. The assignee shall be an entity selected by Owner Designee, the Third Party Beneficiary and WCB, that is (a) qualified to hold a conservation easement under Section 815.3 of the California Civil Code; and (b) determined by Owner Designee, the Third Party Beneficiary and WCB, 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. Owner Designee and the Third Party Beneficiary shall have one hundred twenty (120) days after the date that this Conservation Easement vests in WCB to submit to WCB one (1) or more proposed assignees that Owner Designee and the Third Party Beneficiary reasonably determine meet such criteria. The one hundred twenty (120) day time period may be extended, and shall be extended so long as Owner

(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

Designee and the Third Party Beneficiary are taking reasonable steps to select the proposed assignee(s). 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.

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.

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.

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.