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<br />200901644
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<br />provide the necessary maintenance, and (z) submit an immediate invoice to the
<br />defaulting Party for the defaulting Party's pro-rata share of the reasonably expended
<br />funds, which shall be due and payable within 10 days of the datc of notice of the
<br />invoiced bill. Any invoiced amount which is not paid in a timely manner shall accrue
<br />interest at the rate of 12% per annum, retroactive to the date of invoice, and shall
<br />constitute a lien which may be foreclosed in accordance with Nebraska law. Nothing
<br />contained herein shall require either Party to provide maintenancc services to the
<br />property owned or leased by the other Party which are thc obligation of the other Party
<br />pursuant to the terms hereunder.
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<br />Section 3. Construction, Installation or Maintenance Work. Any work or
<br />improvements undertaken hcreunder in connection with the construction, installation or
<br />maintcnance of the infrastructure or improvements contemplated by this Agreement shall be
<br />performed in such a manner so as to not unnecessarily interfere with the operation of the
<br />Windridge I Parcel or the Windridge II Parcel, shall be done in a good and workmanlike manner,
<br />and all subcontractors, suppliers, laborers, mechanics and materialmen for all material and labor
<br />supplied for construction of, or repair or maintenance to, the infrastructure or improvements shall
<br />be timely paid so as to prevent any liens from being filed against the Windridge I Parcel or the
<br />Windridge II Parcel.
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<br />Sl'-.:tion 4. Indemnification.
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<br />(a) Unless caused by the negligence or willful misconduct of Windridge II,
<br />Windridge I hereby agrees to defend, indemnify and hold Windridge II harmless from
<br />and against any and all loss, damage, cost or expense, including, but not limited to,
<br />attorneys' fees and court costs, which may be incllrred or suffered by Windridge II in
<br />connection with (i) failure by Windridge I to comply fully with its obligations under the
<br />Agreement or (ii) the failure of Windridge I to comply with any and all legal
<br />obligations or to obtain and maintain any required permits, and/or (iii) the use of the
<br />Windridge I Access Easement, the Windridge II Access Easement, Windridge I
<br />Utilities Easement, Windridge II Utilities Easement, Drainage Easement and the
<br />Parking Easement by Windridge 1 and their partners, officers, agents, employees,
<br />customers, invitees, licensees, tenants, subtenants, contractors, users, owners, lessees,
<br />licensees, invitees and guests and their respective successors and assigns. This
<br />provision shall survive the expiration or termination of the Agreement.
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<br />(b) Unless caused by the negligence or willful misconduct of Windridge I,
<br />Windridge II hereby agrees to defend, indemnify and hold Windridge I harmless from
<br />and against any and all loss, damage, cost or expense, including, but not limited to,
<br />attorneys' fees and court costs, which may be incurred or suffered by Windridge I in
<br />connection with (i) failure by Windridge II to comply fully with its obligations under
<br />the Agreement, (ii) the failure of Windridge II to comply with any and all legal
<br />obligations or to obtain and maintain any required permits, and/or (iii) the use of the
<br />Windridge I Access Easement, the Windridge II Access Easement, Windridge I
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