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15 <br /> 5.3. Liability and Indemnification. Grantors agree to indemnify and hold the Grantees harmless from any and all cost, <br /> claims or liability, including but not limited to reasonable attorneys' fees arising from any personal injury, <br /> accidents,negligence or damage relating to the Protected Property, or any claim thereof,unless due to the <br /> negligence of Grantees or its agents, in which case liability shall be apportioned accordingly. Grantors shall <br /> maintain liability insurance covering the Protected Property with limits deemed necessary by Grantees. Grantees <br /> shall be named as additional insureds on such policies. <br /> ARTICLE VI. MISCELLANEOUS <br /> 6.1. Recording. Grantees shall record this instrument in a timely fashion in the official record of Orange County,North <br /> Carolina, and may re-record it at any time as may be required to preserve the rights of the Grantees. <br /> 6.2. Survival of Terms/Merger of Fee and Easement. The Grantors and Grantees agree that the terms of this Easement <br /> shall survive any merger of this fee and easement interest in the Protected Property. In the event either of the <br /> Grantees becomes owner of the Protected Property, or any portion thereof, said Grantee shall transfer its rights title <br /> and interest in this Easement to the other Grantee or a third party in accordance with sections 4.4. <br /> 6.3. Amendment of Easement. This Conservation Easement may be amended only with the written consent of the <br /> Grantors and Grantees. Any such amendment shall be consistent with the purposes of this Conservation Easement <br /> and shall comply with Sec. 170(h) of the Internal Revenue Code, or any regulations promulgated in accordance with <br /> that section. Any such amendment shall also be consistent with the Uniform Conservation and Historic Preservation <br /> Agreements Act,N.C.G.S. Section 121-34 et seq., or any regulations promulgated pursuant to that law. The <br /> Grantors and Grantees have no right or power to agree to any amendment that would affect the enforceability of this <br /> Conservation Easement. <br /> 6.4. Procedure in the Event of Termination of Easement. If it is determined that conditions on or surrounding the <br /> Protected Property have changed so much that it is impossible to fulfill the conservation purposes set forth above, a <br /> court with jurisdiction may, at the joint request of both the Grantors and Grantees,terminate this Conservation <br /> Easement. <br /> If condemnation of a part of the Protected Property or of the entire property by public authority renders it <br /> impossible to fulfill any of these conservation purposes, the Conservation Easement may be terminated through <br /> condemnation proceedings. <br /> At the time of the conveyance of the Conservation Easement to the Grantees,this Conservation Easement gives rise <br /> to a real property right, immediately vested in the Grantees. If the Conservation Easement is terminated and the <br /> Protected Property is sold or taken for public use,then, as required by Sec. 1.170A-14(g)(6) of the IRS regulations, <br /> the Grantees shall be entitled to sixty-four percent(64%) of the net proceeds attributable to the sale of the <br /> Protected Property(equal to the ratio of the appraised value of this Conservation Easement to the unrestricted fair <br /> market value of the Protected Property, as these values are determined on the date of this Conservation Easement), <br /> subject to any applicable law which expressly provides for a different disposition of the proceeds. <br /> 9 <br />