Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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(c) In case any claim, demand, action, suit or proceeding is initiated or made against an Indemnified Party by reason of any losses specified in Section 21(a), Tenant, upon notice from the Indemnified Party, shall, at Tenant's sole cost, resist or defend such claim, demand, action, suit or proceeding, but Tenant may make or cause to be made such investigation and such settlement of the claim, demand, action, suit or proceeding as Tenant or its insurers shall deem expedient; provided, however, that Tenant shall not admit liability on behalf of the Indemnified Party and shall obtain the appropriate releases and settlement documents. (d) Tenant's obligations under this Section 21 (Indemnity) shall survive the expiration of the Term or the earlier termination of this Lease 22. Eminent Domain. (a) If the whole of the Project Site should be taken by any public or quasi - public authority under the power or threat of eminent domain during the Term, or if a portion of the YMCA Site or Non -Exclusive Common Area should be taken so as to materially impair the use of the YMCA Site and thereby frustrate Tenant's purpose in entering into this Lease, as reasonably determined in the sole discretion of Tenant, then, in either of such events, this Lease shall terminate at the time of such taking. In such event, of the compensation and damages payable for or on account of any or all of the YMCA Site, exclusive of the buildings and improvements thereon, Tenant and Lender, as their interests may appear, shall receive a sum equal to the worth at the time of the compensation award of the amount by which the fair rental value of the YMCA Site exceeds the rental payable pursuant to the terms of this Lease for the balance of the Term; the balance of such compensation and damages shall be payable to and be the sole property of Landlord. All compensation and damages payable for or on account of the buildings and improvements located on the YMCA Site shall be divided among Landlord, Tenant, and Lender as follows: (1) All compensation and damages payable for or on account of the New YMCA having a remaining useful life less than the remaining Term as of the date of such taking shall be payable to and be the sole property of Tenant and Lender (as their interests may appear); and (2) A proportionate share of all compensation and damages payable for or on account of any all Non -Exclusive Common Area Improvements having a remaining useful life greater than the remaining Term as of the date of such taking, determined by the ratio that the then remaining Term bears to the then remaining useful life of such improvements, shall be equally payable to Tenant and Lender( as their interests may appear) and the Landlord. (b) No taking of any leasehold interest in the YMCA Site or any part thereof shall terminate or give Tenant the right to surrender this Lease, nor excuse Tenant from full performance of its covenants for the payment of rent and other charges or any other obligations hereunder capable of performance by Tenant after any such taking, but in such case ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 44 of 108