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9. Indemnity. Licensee shall indemnify, defend, and hold harmless City, and its <br />respective agents, representatives, employees, subsidiaries and affiliates ( "Covered Parties ") <br />from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or <br />liabilities, injuries and damages to persons and property, including death, arising out of or related <br />to Licensee's use of [he License Area, the entry by any Licensee Party on the License Area or <br />any portion of the Property or surrounding property, or Licensee's breach or default in the <br />performance of any of its obligations under this Agreement; provided, however, that Licensee <br />will not be obligated to indemnify the Covered Parties from any claims arising solely from the <br />gross negligence or willful misconduct of a Covered Party. If any action or proceeding is <br />brought against any Covered Patty by reason of any such claim, Licensee, upon receipt of <br />written notice from. Covered, shall defend the same at Licensee's expense with legal Counsel <br />reasonably acceptable to Covered. Payment shall not be a condition precedent to recovery under <br />any indemnification in this Agreement, and a finding of liability or an obligation to indemnity <br />shall riot be a condition precedent to the duty to defend. The provisions of this Section 9 shall <br />survive the termination or expiration of this Agreement. <br />10, Miscellaneous. <br />10.1 Entire Agreement, Waiver and Amendments. This Agreement <br />incorporates all of the terms and conditions mentioned herein, or incidental hereto, and <br />supersedes all negotiations and previous agreements between the parties with respect to the <br />subject matter of this Agreement. All waivers of the provisions of this Agreement must be in <br />writing and signed by the appropriate authorities of the party to be charged. Any amendment or <br />modification to this Agreement must be in writing and executed by the appropriate authorities of <br />the City and Licensee. <br />t0,2 Severabi'lity. If any term, provision, covenant, or condition of this <br />Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the <br />remaining provisions of the Agreement shall continue in frill force and effect, unless and to the <br />extent the rights and obligations of one or both parties has been materially altered or abridged by <br />such holding. <br />10.3 No Assi m lent. Licensee shall riot assign or transfer or otherwise convey <br />any interest in this Agreement to any party without the express prior written consent of City, <br />which consent may be withheld in City's sole and absolute discretion. <br />10.4 Applicable Law. This Agreement shall be construed and enforced in <br />accordance with the internal laws of the State of California. <br />10.5 Litigation Expenses. If either party to this Agreement commences an <br />action against the other party to this Agreement arising out of or in connection with this <br />Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert <br />witness fees, costs of investigation, and costs of suit from the losing party. <br />10.6 Authority. The persons executing this Agreement on behalf of the parties <br />hereto represent and warrant to the other party that they are duly authorized to execute and <br />3 of 4 <br />