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2 (b) Close all or any part of the Property (and deny Licensee’s access to the License Area as reasonably necessary in connection with any repairs made by Licensor to the Property or in the event of any emergency, without liability or cost to Licensor; (c) From time to time, upon not less than three (3) days’ prior written notice to Licensee, temporarily deny Licensee the use of all or a portion of the Licensed Area of the parking lot when same are needed to accommodate Licensor’s own use for special events held at the Property or other real property owned by Licensor; and (d) Make any change to the designated area of the License Area, which Licensor deems necessary or desirable in its sole discretion; provided that such change does not materially and adversely impact Licensee’s ability to use the Licensed Area in accordance with the terms of this Agreement. 6. Modification. If Licensor wishes to materially modify or alter the Property in connection with a sale, expansion, redesign or development of the Property, Licensor shall consult with Licensee concerning Licensor’s plans for such modification or alteration and Licensee may provide reasonable feedback on Licensor’s plans; provided, however, Licensee’s consent to such plans shall be required. 7. Insurance. Licensee agrees to maintain general commercial liability insurance covering claims for personal injury, death and property damage occurring on or about the License Area of the parking lot with policy limits of not less than One Million Dollars ($1,000,000). Upon request from Licensor, Licensee shall provide Licensor with a certificate or other reasonable evidence of such liability insurance. 8. Indemnification. Licensee agrees to indemnify and hold harmless Licensor from any and all claims, liabilities, causes of action or costs (including attorneys’ fees and costs of suit), however caused, to the extent they arise out of or are alleged by Licensor or third parties to arise out of Licensee’s use of the License Area or the parking lot. 9. Release. Licensee hereby waives and releases any and all claims against Licensor for the interruption or interference in the use of the License Area, or for any damage to any vehicles or other property located on or about the License Area or the Property from any cause whatsoever. 10. Transfer. Licensee shall not assign or transfer this Agreement, or the License created hereby, in whole or in part or permit any other party to use the Licensed Area under any arrangement, without the prior written consent of Licensor. 11. Default. Licensor may terminate this Agreement upon notice to Licensee if: (a) Licensee breaches Sections 1 or 2 of this Agreement three (3) times (each time requiring notice from Licensor regarding such breach); (b) Licensee breaches Sections 4 or 9 of this Agreement; or (c) Licensee fails to perform any of its obligations set forth herein or breaches this Agreement and such failure or breach is not cured within thirty (30) days following written notice to Licensee thereof.