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hereunder, and Landlord shall not satisfy and discharge such lien nor pay such tax, assessment,
<br />charge or other item, as the case may be, until Ten (10) days after the final determination of
<br />the amount or validity thereof, within which time Tenant shall satisfy and discharge such lien or
<br />pay such tax, assessment, charge or other item to the extent held valid and all penalties,
<br />interest, and costs in connection therewith; provided, however, that the satisfaction and
<br />discharge of any such lien shall not, in any case, be delayed until execution is had upon any
<br />judgment rendered thereon, nor shall the payment of any such tax, assessment, charge or
<br />other item, together with penalties interest, and costs, in any case be delayed until sale is made
<br />or threatened to be made of the whole or any part of the YMCA Site on account thereof, and
<br />any such delay shall be a default of Tenant hereunder. In the event of any such contest, Tenant
<br />shall protect and indemnify Landlord against all loss, cost, expense, and damage resulting
<br />therefrom, and upon notice from Landlord so to do, shall furnish Landlord a corporate surety
<br />bond payable to Landlord, in One Hundred and Twenty Percent (120%) of the amount of the
<br />lien, tax, assessment, charge, or item contested, as the case may be, conditioned upon the
<br />satisfaction and discharge of such lien or the payment of such tax, assessment, charge, or other
<br />item, and all penalties, interest, and costs in connection 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
<br />YMCA Site; (b) result from any breach of or default under this Lease by the Indemnifying Party
<br />or its employees, agents or contractors; or (c) result from bodily injury (including death) to
<br />any 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
<br />injury occurring in or at the New YMCA or the YMCA Site, or (ii) the failure of the New YMCA
<br />to comply with Laws (including, without limitation, the Americans with Disabilities Act).
<br />Tenant's obligations under this Section 21(a) shall not apply to any losses caused solely by the
<br />gross 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
<br />conditions that existed on the YMCA Site prior to the Effective Date.
<br />(b) Notwithstanding anything to the contrary in Section 21(a), the
<br />obligation of Tenant to indemnify and hold harmless the Indemnified Parties shall not extend
<br />to any matter against which the Indemnified Parties shall be effectively protected by
<br />insurance; provided, however, that if the liability related to any such matter shall exceed the
<br />amount of the effective and collectible insurance in question, the obligation of Tenant to
<br />indemnify and hold harmless the Indemnified Parties shall apply to such excess.
<br />ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT
<br />Page 43 of 108
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