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<br />other agreement or document to which Manager is a party or is otherwise bound.
<br />
<br />(d) Manager agrees it will at all times remain in compliance with all
<br />applicable federal, state, and local laws. Manager affirmatively states it is not a
<br />“restricted company” as that term is described in North Carolina General Statutes 147-
<br />86.58, 147-86.60, 147-86.81, and 147-86.82.
<br />
<br />12.3 Indemnification.
<br />
<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 ATTORNEYS' FEES) LIABILITIES, OR DAMAGES (COLLECTIVELY,
<br />"LOSSES") SUFFERED BY THOSE PARTIES, ARISING OUT OF OR IN CONNECTION
<br />WITH (I) ANY MATERIAL DEFAULT OR BREACH BY MANAGER OF ITS
<br />OBLIGATIONS SPECIFIED HEREIN, (II) ANY CLAIM AGAINST MANAGER RELATED
<br />IN ANY WAY TO MANAGER’S MANAGEMENT OF THE FACILITY, AND (III) ANY
<br />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 (including reasonable attorneys' fees) liabilities, or damages
<br />(collectively, "Losses") suffered by those parties, arising out of or in connection with any
<br />(i) grossly negligent act or omission, or willful misconduct, on the part of Owner or any
<br />of its employees or agents in the performance of its obligations under this Agreement; or (ii)
<br />breach by Owner of any of 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 />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
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