EAST END REALTY PARTNERSHIP, LP. AND WURSTHAUS, INC.

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or improvements specified in this Agreement. 18. PROHIBITION AGAINST TRANSFER The permission, rights and privileges granted under this Agreement are non-exclusive and non- transferable. Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage or encumber this License or any obligation, right, title or interest assumed by Licensee herein, without the prior written consent of the City, which may be withheld at the sole discretion of the City. Licensee shall not sublicense, or permit, or suffer the Property or any part thereof to be used or occupied by others. If Licensee attempts an assignment or transfer of this License or any obligation, tight, title or interest herein, City may at its option, immediately terminate the License and shall thereupon be relieved from any and all obligations to Licensee or to its attempted assignee or transferee. 19. WAIVERS A waiver by the City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 20. INDEMNITY AND HOLD HARMLESS Licensee shall indemnify, defend, and hold harmless City, and its respective agents, officers, representatives, employees, subsidiaries and affiliates ("Covered Party") from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the Licensed Premises or Property, the entry by any Licensee Party on any portion of the Licensed Premises or Property or surrounding property or Facilities, or Licensee's breach or default in the performance of any of its obligations under this Agreement. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's sole expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this section shall survive the termination or expiration of this Agreement. 21. INDEPENDENT CONTRACTOR It is understood and agreed that Licensee, in the performance of this License Agreement, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of the City. This Agreement does not create a tenancy of any nature whatsoever between the City and Licensee. 22. TERMINATION City reserves the right to suspend all activities or terminate this Agreement upon Licensee's 7 of 9