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Exhibit D
<br />ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT
<br />REV: 07-17-25 VR
<br />discharge such lien nor pay such tax, assessment, charge or other item, as the case may be, until Ten
<br />(10) days after the final determination of the amount or validity thereof, within which time Tenant
<br />shall satisfy and discharge such lien or pay such tax, assessment, charge or other item to the extent
<br />held valid and all penalties, interest, and costs in connection therewith; provided, however, that the
<br />satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had
<br />upon any 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 or
<br />threatened to be made of the whole or any part of the YMCA Site on account thereof, and any such
<br />delay shall be a default of Tenant hereunder. In the event of any such contest, Tenant shall protect
<br />and indemnify Landlord against all loss, cost, expense, and damage resulting therefrom, and upon
<br />notice from Landlord so to do, shall furnish Landlord a corporate surety bond payable to Landlord,
<br />in an amount equal to One Hundred and Twenty Percent (120%) of the amount of the lien, tax,
<br />assessment, charge, or item contested, as the case may be, conditioned upon the satisfaction and
<br />discharge of such lien or the payment of such tax, assessment, charge, or other item, and all penalties,
<br />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 losses
<br />which (a) arise from any willful, negligent or tortious act or omission of Tenant or its employees,
<br />agents, contractors, vendors, guests or invitees on, about or concerning the YMCA Site; (b) result
<br />from any breach of or default under this Lease by Tenant or its employees, agents or contractors; or
<br />(c) result from bodily injury (including death) to any person or damage to any property arising out of
<br />any testing, inspections, construction, reconstruction, restoration, maintenance or other work
<br />performed or required to be performed hereunder by Tenant or its employees, agents or contractors.
<br />In addition, Tenant shall indemnify and hold harmless Landlord from any losses arising from (i) any
<br />personal injury occurring in or at the New YMCA or the YMCA Site, or (ii) the failure of the New
<br />YMCA to comply with applicable laws (including, without limitation, the Americans with
<br />Disabilities Act). Tenant’s obligations under this Section 21(a) shall not apply to any losses caused
<br />solely by the gross negligence or willful misconduct of any of the Indemnified Parties.
<br />Notwithstanding the foregoing, in no event shall Tenant be required to indemnify or hold harmless
<br />Landlord, its 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 obligation of
<br />Tenant to indemnify and hold harmless the Indemnified Parties shall not extend to any matter against
<br />which the Indemnified Parties shall be effectively protected by insurance; provided, however, that if
<br />the liability related to any such matter shall exceed the amount of the effective and collectible
<br />insurance in question, the obligation of Tenant to indemnify and hold harmless the Indemnified
<br />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 notice
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