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<br /> 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 j
<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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