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<br />(IV) ANY WRONGDOING, ACT, OR FAILURE TO ACT BY ANY EMPLOYEE, AGENT, OR <br />CONTRACTOR OF MANAGER. THE INTENT OF THIS PARAGRAPH IS THAT THE <br />MANAGER DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OWNER TO THE <br />GREATEST EXTENT AUTHORIZED BY LAW. <br /> <br />(b) Indemnification by Owner. To the extent authorized by North Carolina <br />law, Owner agrees to defend, indemnify and hold harmless the Manager and its managers, <br />directors, officers, employees, agents, successors and assigns against any claims, causes <br />of action, costs, expenses (excluding legal fees and expenses) liabilities, or damages <br />suffered by those parties, arising out of or in connection with any (i) grossly negligent act <br />or omission, or willful misconduct, on the part of Owner or any of its employees or agents <br />in the performance of its obligations under this Agreement; or (ii) breach by Owner of any of <br />its representations, covenants or agreements made herein. <br /> <br />(c) Conditions to Indemnification. With respect to each separate matter <br />brought by any third party against which a party hereto ("Indemnitee") is indemnified by the <br />other party ("Indemnitor") under this Section, the Indemnitor shall be responsible, at its <br />sole cost and expense, for controlling, litigating, defending and otherwise attempting to <br />resolve any proceeding, claim, or cause of action underlying such matter, except that (i) <br />the Indemnitee may, at its option, participate in such defense or resolution at its expense <br />and through counsel of its choice; (ii) the Indemnitee may, at its option, assume control of <br />such defense or resolution if the Indemnitor does not promptly and diligently pursue such <br />defense or resolution, provided that the Indemnitor shall continue to be obligated to <br />indemnify the Indemnitee hereunder in connection therewith; and (iii) neither Indemnitor <br />nor Indemnitee shall agree to any settlement without the other party's prior written consent <br />(which shall not be unreasonably withheld or delayed). In any event, Indemnitor and <br />Indemnitee shall in good faith cooperate with each other and their respective counsel with <br />respect to all such actions or proceedings, at the Indemnitor's sole expense. With respect <br />to each and every matter with respect to which any indemnification may be sought <br />hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly (and <br />in no event more than fifteen (15) days after any third-party litigation is commenced <br />asserting such claim) give reasonably detailed written notice to the Indemnitor of the nature <br />of such matter and the amount demanded or claimed in connection therewith. <br /> <br />(d) Survival. The obligations of the parties contained in this Section <br />shall survive the termination or expiration of this Agreement. <br /> <br /> <br />ARTICLE 13 MISCELLANEOUS <br /> <br />13.1 Relationship. Manager and Owner shall not be construed as joint <br />venturers or general partners of each other, and neither shall have the power to bind or <br />obligate the other party except as set forth in this Agreement. Manager understands and <br />agrees that the relationship to Owner is that of independent contractor, and that it will <br />not represent to anyone that its relationship to Owner is other than that of independent <br />contractor. Nothing herein shall deprive or otherwise affect the right of either party to <br />own, invest in, manage or operate property, or to conduct business activities, which are <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE