date on which such sums or expenses are paid or
incurred by Lender until reimbursed, shall be paid by Borrower to Lender on
demand.
ARTICLE XIX
INDEMNIFICATION
NOTWITHSTANDING THE EXISTENCE OF ANY INSURANCE OR SELF INSURANCE PROVIDED FOR IN
ARTICLE IX, AND WITHOUT REGARD TO THE POLICY LIMITS OF ANY SUCH INSURANCE OR
SELF INSURANCE, IN ADDITION TO ANY OTHER INDEMNIFICATION OBLIGATIONS OF BORROWER
AND GUARANTORS AS PROVIDED IN THIS AGREEMENT, BORROWER WILL PROTECT, INDEMNIFY,
SAVE HARMLESS AND DEFEND LENDER AND MPT REAL ESTATE OWNER FROM AND AGAINST ALL
LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION,
REASONABLE, OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
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REASONABLE ATTORNEYS' FEES AND EXPENSES) TO THE EXTENT PERMITTED BY LAW),
IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST LENDER OR ITS AFFILIATES BY
REASON OF: (A) ANY ACCIDENT, INJURY TO OR DEATH OF PERSONS OR LOSS OF PERSONAL
PROPERTY OCCURRING ON OR ABOUT THE REAL PROPERTY OR ADJOINING SIDEWALKS,
INCLUDING WITHOUT LIMITATION ANY CLAIMS OF MALPRACTICE, (B) ANY USE, MISUSE, NO
USE, CONDITION, MAINTENANCE OR REPAIR BY BORROWER OF THE REAL PROPERTY, (C) ANY
IMPOSITIONS (WHICH ARE THE OBLIGATIONS OF BORROWER TO PAY PURSUANT TO THE
APPLICABLE PROVISIONS OF THIS AGREEMENT), (D) ANY FAILURE ON THE PART OF
BORROWER TO PERFORM OR COMPLY WITH ANY OF THE TERMS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, € THE NON-PERFORMANCE OF ANY OF THE TERMS AND PROVISIONS
OF ANY AND ALL EXISTING AND FUTURE SUBLEASES OF THE REAL PROPERTY TO BE
PERFORMED BY THE LANDLORD (THE APPLICABLE FACILITY BORROWER) THEREUNDER, AND
(F) ANY AND ALL LAWFUL ACTION THAT MAY BE TAKEN BY LENDER OR ITS AFFILIATES IN
CONNECTION WITH THE ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, WHETHER OR NOT SUIT IS FILED IN CONNECTION WITH SAME, OR
IN CONNECTION WITH BORROWER OR A GUARANTOR AND/OR ANY PARTNER, JOINT VENTURER,
MEMBER OR SHAREHOLDER THEREOF BECOMING A PARTY TO A VOLUNTARY OR INVOLUNTARY
FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING. ANY AMOUNTS WHICH
BECOME PAYABLE BY BORROWER UNDER THIS ARTICLE XIX SHALL BE PAID WITHIN FIFTEEN
(15) DAYS AFTER DEMAND THEREFOR BY LENDER AND, IF NOT TIMELY PAID, SHALL BEAR A
LATE CHARGE (TO THE EXTENT PERMITTED BY LAW) AT THE OVERDUE RATE UNTIL THE DATE
OF PAYMENT AND A LATE PAYMENT PENALTY ON SUCH AMOUNT. BORROWER, AT ITS SOLE
EXPENSE, SHALL CONTEST, RESIST AND DEFEND ANY SUCH CLAIM, ACTION OR PROCEEDING
ASSERTED OR INSTITUTED AGAINST LENDER AND MAY COMPROMISE OR OTHERWISE DISPOSE OF
THE SAME, SUBJECT TO THE APPROVAL OF LENDER. NOTHING HEREIN SHALL BE CONSTRUED
AS INDEMNIFYING LENDER OR MPT REAL ESTATE OWNER AGAINST ITS OWN BAD FAITH,
GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT, OR ANY WILLFUL BREACH
OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER OBLIGATION DOCUMENT.
ARTICLE XX
NOTICES
All notices, demands and other communications to be given or delivered under or
by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been