EAST END REALTY PARTNERSHIP, LP AND WURSTHAUS, INC.

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thereof to be used or occupied by others. If Licensee attempts an assignment or transfer of this License or any obligation, right, 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. 21. 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 21 shall survive the termination or expiration of this Agreement. 22. 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. 23. TERMINATION City reserves the right to suspend all activities or terminate this Agreement upon Licensee's non-compliance with any of the terns or conditions of this Agreement. Such suspension or termination shall be effective immediately. City may otherwise revolve this License at any time by providing thirty days' written notice to Licensee. 24. NOTICES Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or Page 9 of 11 #19793v4