Agmt17 Redwood City Partners, LLC

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DocuSign Envelope ID: 30F6581A-083BA8D7-9473-0130DF8BA09F cost thereof shall be paid to Licensor within twenty (20) days after delivery to Licensee of bills therefor. 13. Transfer of Licensor's Interest. Licensee acknowledges that Licensor has the right to transfer all or any portion of its interest in the Project and in this Agreement without Licensee's consent, and Licensee agrees that in the event of any such transfer, Licensor shall automatically be released from all remaining liability under this Agreement and Licensee agrees to look solely to such transferee for the performance of Licensor's obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all obligations of this Agreement to be performed by Licensor. 14. Licensor Esculuation. Licensee agrees to look solely to the assets of Licensor in the Project for the enforcement of any claims against Licensor, and Licensee further agrees that none of the officers, directors, employees, partners, members or shareholders of Licensor assume any personal liability for any of the obligations under this Agreement. 15. Liens- Licensee shall be responsible for the satisfaction or payment of any liens for any provider of work, labor, material or services claiming by, through or under Licensee. Licensee shall also indemnify, hold harn less and defend Licensor against any such liens, including the reasonable fees of Licensor's attorney. Such liens shall be discharged by Licensee within thirty (30) days atter notice of filing thereof by bonding, payment or otherwise, provided that Licensee may contest, in good faith and by appropriate proceedings any such liens. Before commencing any work of alteration, addition or improvement to the License Area, Licensee shall give Licensor at least one (1) business days' written notice of the proposed commencement of such work (to afford Licensor an opportunity to post appropriate notices of non -responsibility). In the event that there shall be recorded against the License Area or the Project or the property of which the License Area is a part any claim or lien arising out of any such work performed, materials furnished or obligations incurred by Licensee and such claim or lien shall not be removed or discharged within thirty (30) days after notice of filing, Licensor shall have the right but not the obligation to pay and discharge said lien without regard to whether such lien shall be lawful or correct or to require that Licensee deposit with Licensor in cash, lawful money of the United States, one hundred fifty percent (150%) of the amount of such claim, which sum maybe retained by Licensor until such claim shall have been removed of record or until judgment shall have been rendered on such claim and such judgment shall have become final, at which time Licensor shall have the right to apply such deposit in discharge of the judgment on said claim and any costs, including attorneys' fees incurred by Licensor, and shall remit the balance thereof to Licensee. 16. Events of Default. Each of the following occurrences shall constitute an "Event of Defaulf'under this Agreement: 16.1 Breach of either party of any material provision of this Agreement where said breach is not cured within fifteen (15) days of receipt of notice from the non -breaching party specifying the nature of the breach; Page 6 of 13 REV: 0427-17 PR ATTY/AGR.2017.088/Kilroy Realty