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19 <br /> independent auditor of the accuracy of financial records kept by PFPC. The audit shall also <br /> provide a certification of Operating Revenues and Operating Expenses as defined in this <br /> Agreement for such Fiscal Year. The costs of such audit shall be borne by the County. <br /> 7. Indemnification and Insurance. <br /> 7.1 Indemnification. <br /> (a) PFPC shall indemnify, defend and hold harmless the County, its elected and <br /> appointed officials, officers, agents and employees from and against any and all Losses arising <br /> from any material default or breach by PFPC of its obligations specified herein or other Losses <br /> incurred by or threatened against County arising from or in connection with a third parry law suit <br /> alleging wrongdoing by PFPC in connection with PFPC's management of the Facility; provided, <br /> however, that the foregoing indemnification provision shall not extend to Losses to the extent <br /> such Losses (i) arise from any breach or default by the County of its obligations under Section <br /> 7.l(b)below, or(ii) arise out of a failure by the County to secure and maintain insurance as <br /> required in this Section 7. <br /> (b) The County shall,to the extent permitted by North Carolina law and,with respect <br /> to personal injury liability and property damage liability, to the extent covered by liability <br /> insurance maintained by the County from time to time, indemnify, defend and hold harmless <br /> PFPC, its partners, officers, agents and employees from and against any and all Losses arising <br /> from(i) any material default or breach by the County of its obligations specified herein, (ii) any <br /> structural defect with respect to the Facility or the premises occupied by the Facility prior to,as <br /> of or after the commencement of the Management Term hereunder, or(iii) any act or omission <br /> carried out by PFPC at the specific written direction or written instruction of the County and <br /> where PFPC follows such written direction, its agents or employees;provided,however,that the <br /> foregoing indemnification shall not extend to Losses to the extent such Losses arise from any <br /> default or breach by PFPC of its obligations specified herein. <br /> (c) The provisions set forth in subparagraphs (a) and(b) above shall survive <br /> termination of this Agreement; provided, however,that a claim for indemnification pursuant to <br /> Section 7.1 shall be valid only if the party entitled to such indemnification provides written <br /> notice thereof to the other party prior to three (3)years following the date of termination or <br /> expiration of this Agreement. <br /> (d) The terms of all insurance policies referred to in Section 7, including without <br /> limitation(i)the property insurance policies of the County, and(ii) the policies of any <br /> independent contractors retained by the County or hired by PFPC shall preclude subrogation <br /> claims against PFPC, its partners, the County and their respective officers, directors, employees <br /> and agents. PFPC and the County hereby release each other from and against any and all loss or <br /> damage to property arising out of or incident to any peril required to be insured against herein. <br /> The effect of such release is not limited to the amount of insurance actually carried or required to <br /> be carried, to the actual proceeds received after a loss or to any deductibles applicable thereto. <br /> Each parry shall have the insurance company include an endorsement acknowledging this <br /> 9 <br />