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2 3. Term. The License created hereby shall be of indefinite duration but it may be terminated by the Licensor upon ninety (90) days written notice to Licensee in the event that Licensor sells the License Area to a third party unaffiliated with Licensor. 4. License Fee. As consideration for this Agreement and the License granted hereby, Licensee shall by a fee to Licensor of two hundred fifty dollars ($250.00) per month (the “License Fee”), payable quarterly in advance for so long as this Agreement is in effect. The Licensee Fee may be adjusted by the Licensor in its sole discretion from time-to-time upon ninety (90) days written notice to Licensee, but no more than one (1) time per calendar year, by an amount not to exceed $10 per adjustment. 5. Rights Reserved By Licensor. Licensor reserves all rights with respect to the License Area not specifically and exclusively granted to Licensee under this Agreement, including, without limitation, the right to: (a) Tow away, or otherwise impound, at the vehicle owner’s sole cost and expense, any vehicle (i) improperly parked on the License Area or parked outside of the License Area on the Property; (ii) parked in a "no parking" zone; or (iii) parked in violation of any state or local law; (b) From time to time, upon not less than three (3) days’ written notice to Licensee (or without notice in case of emergency), temporarily 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, without liability or cost to Licensor; and (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. 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, except to the extent caused by Licensor’s negligence or willful misconduct. 10. Transfer. Except for a transfer of this License to a person or entity that acquires the Senior Living Property intending to continue the use thereof as a senior residence building, which transfer shall be