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. Section 10.3 Changes to the Facility. The Owner may make changes to the Facility so long as the changes do not materially impair its use. The Owner shall, before making any material change to the Facility, provide Manager with a complete set of all drawings, elevations, schematics, and specifications. Owner shall consider and shall not unreasonably withhold consent to any non-structural changes to the Facility proposed to be made by Manager at Manager's sole cost. ARTICLE 11 AGREEMENT MONITORING AND GENERAL MANAGER Section 11.1 Contract Administrator. Each Party shall appoint a contract administrator (each, a "Contract Administrator") who shall monitor such Party's compliance with the terms of this Agreement. Each Party shall notify the other ofthe name ofits Contract Administrator within thirty (30) days of the execution hereof. Any and all references in this Agreement requiring Manager or Owner participation or approval shall mean the participation or approval of such Party's Contract Administrator. Section 11.2 Annual Review. As noted in Exhibit A, the Parties and their Contract Administrators shall meet annually to conduct a full review of the Facility's business and all matters related to this Agreement. ARTICLE 12 INDEMNIFICA TION . Section 12.1 Indemnification bv Manager. Manager agrees to defend, indemnify and hold harmless the Owner and its agents, servants and employees against any claims, causes of action, costs, expenses (including reasonable attorneys' fees) liabilities, or damages (collectively, "Losses") suffered by such parties, arising out of or in connection with any (a) negligent act or omission, or intentional misconduct, on the part of Manager or any of its employees or agents in the performance of its obligations under this Agreement, or (b) breach by Manager of any of its representations, covenants or agreements made herein, except as caused or permitted by the Owner's or its agent's, servant's, or employee's negligence or willful misconduct. Section 12.2 Indemnification by the Owner. The Owner agrees to defend, indemnify and hold harmless Manager, its parents, subsidiaries and affiliates, and their respective successors and assigns, and all agents, employees, directors and officers of the foregoing, against any Losses suffered by such parties, arising out of or in connection with (a) any negligent act or omission, or intentional misconduct, on the part of the Owner or any of its employees or agents in the performance of its obligations under this Agreement, (b) a breach by the Owner of any of its representations, covenants or agreements made herein, including without limitation the Owner's obligation to pay any budgeted or otherwise approved expenses in a timely manner, ( c) failure by the Owner to pay any amounts due by the Owner or to otherwise perform any obligations ofthe Owner under any third party contracts, licenses or agreements entered into by Manager in furtherance of its duties hereunder, (d) the cancellation or termination of this Agreement for any reason not permitted by this Agreement and not the fault of Manager, (e) any event held or sponsored by Owner pursuant to Section 4.4 and any Public Use as defined in Section 4.4, except to the extent such Losses are caused by the negligence or intentional . 11