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against all loss, cost, expense, and damage resulting therefrom, and upon notice from Landlord
<br />so to do, shall furnish Landlord a corporate surety bond payable to Landlord, in One Hundred and
<br />Twenty Percent (120%) of the amount of the lien, tax, assessment, charge, or item contested, as
<br />the case may be, conditioned upon the satisfaction and discharge of such lien or the payment of
<br />such tax, assessment, charge, or other item, and all penalties, interest, and costs in connection
<br />therewith.
<br />21. Indemnity.
<br />(a) Tenant hereby agrees to indemnify and hold harmless Landlord and its
<br />employees, agents and contractors (the "Indemnified Parties") from and against any and all
<br />losses which (a) arise from any willful, negligent or tortious act or omission of Tenant or its
<br />employees, agents, contractors, vendors, guests or invitees on, about or concerning the YMCA
<br />Site; (b) result from any breach of or default under this Lease by the Indemnifying Party or its
<br />employees, agents or contractors; or (c) result from bodily injury (including death) to any
<br />person or damage to any property arising out of any testing, inspections, construction,
<br />reconstruction, restoration, maintenance or other work performed or required to be
<br />performed hereunder by Tenant or its employees, agents or contractors. In addition, Tenant
<br />shall indemnify and hold harmless Landlord from any losses arising from (i) any personal injury
<br />occurring in or at the New YMCA or the YMCA Site, or (ii) the failure of the New YMCA to
<br />comply with Laws (including, without limitation, the Americans with Disabilities Act). Tenant's
<br />obligations under this Section 21(a) shall not apply to any losses caused solely by the gross
<br />negligence or willful misconduct of any of the Indemnified Parties. Notwithstanding the
<br />foregoing, in no event shall Tenant be required to indemnify or hold harmless Landlord, its
<br />employees, agents, and contractors from or against any losses resulting solely from conditions
<br />that existed on the YMCA Site prior to the Effective Date.
<br />(b) Notwithstanding anything to the contrary in Section 21(a), the obligation
<br />of Tenant to indemnify and hold harmless the Indemnified Parties shall not extend to any
<br />matter against which the Indemnified Parties shall be effectively protected by insurance;
<br />provided, however, that if the liability related to any such matter shall exceed the amount of
<br />the effective and collectible insurance in question, the obligation of Tenant to indemnify and
<br />hold harmless the Indemnified Parties shall apply to such excess.
<br />(c) In case any claim, demand, action, suit or proceeding is initiated or made
<br />against an Indemnified Party by reason of any losses specified in Section 21(a), Tenant, upon
<br />notice from the Indemnified Party, shall, at Tenant's sole cost, resist or defend such claim,
<br />demand, action, suit or proceeding, but Tenant may make or cause to be made such
<br />investigation and such settlement of the claim, demand, action, suit or proceeding as Tenant
<br />or its insurers shall deem expedient; provided, however, that Tenant shall not admit liability on
<br />behalf of the Indemnified Party and shall obtain the appropriate releases and settlement
<br />documents.
<br />(d) Tenant's obligations under this Section 21 (Indemnity) shall survive the
<br />expiration of the Term or the earlier termination of this Lease
<br />YMCA Ground Lease -15-
<br />82483.00016\32493585.6
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