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<br /> of this Agreement, Owner agrees to execute and provide to Manager, on or after the
<br /> Effective Date, any and all other instruments, documents, conveyances, assignments,
<br /> and agreements which Manager may reasonably request in connection with the operation
<br /> of the Facility.
<br /> 12.2 Manager's Covenants and Representations. Manager makes the following
<br /> covenants and representations to Owner, which covenants, and representations shall,
<br /> unless otherwise stated herein, survive the execution and delivery of this Agreement:
<br /> (a) Corporate Status. Manager is a corporation duly organized, validly
<br /> existing, and in good standing under the laws of the State of North Carolina and is
<br /> registered with the North Carolina Secretary of State and authorized to transact business
<br /> throughout the United States with full corporate power to enter into this Agreement and
<br /> execute all documents required hereunder.
<br /> (b) Authorization. The making, execution, delivery, and performance
<br /> of this Agreement by Manager has been duly authorized and approved by all requisite
<br /> action of the governing authority of Manager, and this Agreement has been duly executed
<br /> and delivered by Manager and constitutes a valid and binding obligation of Manager,
<br /> enforceable in accordance with its terms and applicable laws.
<br /> (c) Effect of Agreement. N either the execution and delivery of this
<br /> Agreement by Manager nor Manager's performance of any obligation hereunder (i) will
<br /> constitute a violation of any law, ruling, regulation, or order to which Manager is subject;
<br /> or (ii) shall constitute a default of any term or provision or shall cause an acceleration of
<br /> the performance required under any other agreement or document to which Manager is a
<br /> party or is otherwise bound.
<br /> (d) Manager agrees it will at all times remain in compliance with all
<br /> applicable federal, state, and local laws, rules, and regulations, including
<br /> Occupational Safety and Health Administration rules and regulations. Manager
<br /> affirmatively states it is not a "restricted company" as that term is described in North
<br /> Carolina General Statutes 147-86.58, 147-86.60, 147-86.81, and 147-86.82.
<br /> 12.3 Indemnification.
<br /> (a) INDEMNIFICATION BY MANAGER. MANAGER AGREES TO
<br /> DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OWNER AND ITS OFFICIALS,
<br /> DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS
<br /> AGAINST ANY CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES (INCLUDING
<br /> REASONABLE LEGAL FEES AND EXPENSES) LIABILITIES, OR DAMAGES
<br /> SUFFERED BY THOSE PARTIES, ARISING OUT OF OR IN CONNECTION WITH: (1)
<br /> ANY MATERIAL DEFAULT OR BREACH BY MANAGER OF ITS OBLIGATIONS
<br /> SPECIFIED HEREIN; (11) ANY CLAIM AGAINST MANAGER RELATED IN ANY WAY TO
<br /> MANAGER'S MANAGEMENT OF THE FACILITY; (III) ANY CLAIM AGAINST OWNER,
<br /> ITS OFFICIALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS,
<br /> AND ASSIGNS RELATED TO MANAGER'S MANAGEMENT OF THE FACILITY; AND
<br />
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