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. misconduct of Manager or its employees, or (1) the performance by Manager of its duties hereunder, except to the extent such Losses are caused by the negligence or intentional misconduct of Manager or its employees. Section 12.3 Conditions to Indemnification. With respect to each separate matter brought by any third party against which a party hereto ("Indemnitee") is indemnified by the other party ("Indemnitor") under this Article 12, the Indemnitor shall be responsible, at its sole cost and expense, for controlling, litigating, defending and/or otherwise attempting to resolve any proceeding, claim, or cause of action underlying such matter, except that (a) the Indemnitee may, at its option, participate in such defense or resolution at its expense and through counsel of its choice; (b) the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither Indemnitor nor Indemnitee shall agree to any settlement without the other's prior written consent (which shall not be unreasonably withheld or delayed). In any event, Indemnitor and Indemnitee shall in good faith cooperate with each other and their respective counsel with respect to all such actions or proceedings, at the Indemnitor's expense. With respect to each and every matter with respect to which any indemnification may be sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly (and in no event more than ten (10) days after any third party litigation is commenced asserting such claim) give reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount demanded or claimed in connection therewith. . Section 12.4 Survival. The obligations ofthe parties contained in this Article 12 shall survive the termination or expiration of this Agreement and continue on for a period of two (2) years thereafter. ARTICLE 13 INSURANCE Section 13.1 Types and Amount of Coverage. Manager and Owner agree to obtain insurance coverage in the manner and amounts as set forth in Exhibit D, attached hereto, and shall provide to the other party promptly following the Effective Date a certificate or certificates of insurance evidencing such coverage. Manager and Owner shall maintain such referenced insurance coverage at all times during the Term, and will not make any material modification or change from these specifications without the prior approval of the other party. Each insurance policy shall include a requirement that the insurer provide Manager and the Owner at least thirty (30) days' written notice of cancellation or material change in the terms and provisions of the applicable policy. Section 13.2 Rating; Additional Insureds. All insurance policies shall be issued by insurance companies rated no less than A VIII in the most recent "Bests" insurance guide, and licensed in the State of Virginia or as otherwise agreed by the parties. All such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. The commercial general liability policy, automobile liability insurance policy and umbrella or excess liability policy to be obtained by the parties hereunder shall name the other party as an additional insured. The . 12