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23 . Indemnification . To the extent authorized by North Carolina law Tenant shall indemnify and
<br /> hold harmless Landlord, its partners , members , managers, stockholders , officers, directors , employees ,
<br /> and agents thereof, and their respective successors and assigns, from and against any and all liabilities ,
<br /> judgments , demands , causes of action, claims , losses , damages , costs and expenses , including reasonable
<br /> attorneys ' fees and costs, arising out of the use, occupancy, conduct, operation, or management of the
<br /> Demised Premises by, or the willful misconduct or negligence of, Tenant, its officers, contractors,
<br /> licensees , agents , servants, employees , guests , invitees or visitors in or about the Property . Tenant
<br /> assumes all risk of damage or loss to its property or injury or death to persons in, on or about the Demised
<br /> Premises, from all causes except those resulting from Landlord' s negligence or willful misconduct . The
<br /> provisions of this paragraph shall survive the termination or expiration of this Lease .
<br /> 24 . Landlord ' s Liability. Tenant agrees that Landlord shall not be liable for injury to Tenant ' s,
<br /> business or any loss of income therefrom or for any damage to any goods, wares , merchandise, or other
<br /> Tenant Property, Tenant ' s contractors , agents , employees, invitees , customers or any other person in or
<br /> about the Property or the Demised Premises unless such damage or loss is caused during the term of this
<br /> Lease by the gross negligence or willful misconduct of Landlord (and not other tenants), and Landlord
<br /> shall not be liable for injury to the person of Tenant or to Tenant ' s contractors, agents , employees,
<br /> invitees or customers whether such damage or injury is caused by or results from fire, steam , electricity,
<br /> gas , water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers , wires ,
<br /> appliances , plumbing, air conditioning or lighting fixtures or from any other cause, whether such damage
<br /> or injury results from conditions arising upon the Demised Premises or upon other portions of the
<br /> Property or from other sources or places , and regardless of whether the cause of such damage or injury or
<br /> means of repairing the same is inaccessible to Tenant unless such damage or injury was due to the gross
<br /> negligence or willful misconduct of Landlord (and not other tenants) .
<br /> Anything in this Lease to the contrary notwithstanding, the covenants , undertakings and
<br /> agreements herein made on the part of Landlord are made and intended not for the purpose of binding
<br /> Landlord personally or the assets of the Landlord, but are made and intended to bind only the Landlord ' s
<br /> interest in the Demised Premises , the Building, and the Property, as the same may, from time to time , be
<br /> encumbered, and no personal liability shall at any time be asserted or enforceable against Landlord on
<br /> account of the Lease or on account of any covenant, undertaking or agreement of the Landlord in this
<br /> Lease except as against Landlord ' s interest in the Demised Premises, the Building and the Property .
<br /> 25 . Non-Appropriation . Landlord acknowledges Tenant is a governmental entity, and the validity
<br /> of this Lease is based upon the availability of public funding under the authority of its statutory mandate .
<br /> In the event that public funds are unavailable and not appropriated for the performance of Tenant ' s
<br /> obligations under this Lease , then this Lease shall automatically terminate without penalty or further
<br /> obligation to Tenant immediately upon written notice to Landlord of the unavailability and non-
<br /> appropriation of public funds . It is expressly agreed that Tenant shall not activate this non- appropriation
<br /> provision for its convenience or to circumvent the requirements of this Lease, but only as an emergency
<br /> fiscal measure during a substantial fiscal crisis .
<br /> In the event of a change in the Tenant ' s statutory authority, mandate and/or mandated functions ,
<br /> by state and/or federal legislative or regulatory action, which adversely affects Tenant ' s authority to
<br /> continue its obligations under this Lease, then this Lease shall automatically terminate without penalty or
<br /> further obligation to Tenant upon written notice to Landlord of such limitation or change in Tenant ' s legal
<br /> authority .
<br /> 26 . Miscellaneous . Headings of articles and sections are for convenience only and are not to be
<br /> considered in construing the meaning of the contents of same . The invalidity of any portion of this Lease
<br /> shall not have any effect on the balance hereof. Should Landlord or Tenant institute any legal proceedings
<br /> OCAC Lease Page 15
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