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20110669G
<br />pedestrians between Lot 1 and Lot 2. 281 & Old Potash shall not be allowed to use Lot 1 for
<br />heavy truck or equipment traffic without the prior written consent of Roadhouse, not to be
<br />unreasonably withheld, conditioned or delayed.
<br />2. Parking Easements. Subject to any express conditions, limitations or reservations
<br />contained herein, the following nonexclusive perpetual parking easements are hereby created:
<br />(a) An easement for the benefit of and as an appurtenance to Lot 1 for parking over,
<br />upon and across the parking areas on Lot 2 designated as "Shared Parkin�" on the Site Plan;
<br />provided, however, that no overnight parking of vehicles shall be permitted.
<br />(b) An easement for the benefit of and as an appurtenance to Lot 2 for parking over,
<br />upon and across the pazking areas on Lot 1 designated as "Shazed Parkin�" on the Site Plan;
<br />provided, however, tha.t no overnight parking of vehicles sha11 be permitted.
<br />3. Maintenance and Repair. The owner of each Lot shall maintain, repair and replace (or
<br />cause to be ma.intained, repaired and replaced) a11 utility facilities, driveways, curb cuts,
<br />roadways and parking spaces located on its respective Lot at its sole cost and expense (except to
<br />the extent damage is caused by the other party, ordinary wear and tear excluded), so as to keep
<br />such areas at all times in a safe, sightly, good and functional condition to standa.rds of
<br />comparable coxnmunity retail space in the metropolitan Grand Island market area and in
<br />compliance with all applicable governmental laws, rules, regulations, orders, and ordinances
<br />exercising jurisdiction thereover as well as with the provisions of this Agreement. In the event
<br />of any damage caused by the other party (ordinary weaz and tear excluded), such party shall
<br />reimburse the owner of the Lot for the cost to repair such damage within thirty (30) days after
<br />delivery to such party of an invoice therefor.
<br />In the event a party ("Delinc�uent Owner") fails to maintain its Lot as required herein,
<br />within thirty (30) days after written notice from the other party ("Performing Partv"), the
<br />Performing Party may perform such maintenance and charge the Delinquent Owner the costs
<br />thereof, together with interest at the rate of five percent (5%) over the prime rate as published in
<br />the Wall StYeet Jou�nal (or as selected by the Performing Party in the event the Wall St�eet
<br />Journal is no longer available), plus an administrative fee in the amount of fifteen percent (15%)
<br />of such costs. The Delinquent Owner sha11 reimburse the Performing Party for such amounts
<br />within thirly (30) days after delivery of invoice therefor. If such amounts are not paid when due,
<br />the Performing Parly shall have the right to file a lien against the Lot owned by the Delinquent
<br />Owner, and foreclose such lien in the same manner as foreclosure of inechanic's liens, in addition
<br />to all other rights and remedies at law or in equity, including, without limitation, attomeys' fees
<br />and costs incurred in pursuing any action against such Delinquent Owner.
<br />4. MutualIndemnification/Insurance
<br />(a) Roadhouse shall defend, indemnify and hold harmless 281 & Old Potash, its
<br />employees, members, manager, successors and assigns ("281 Indemnified Parties") from any and
<br />all actions, causes of action, claims, damages, expenses, liability or losses, whatsoever, of any
<br />kind or nature, arising out of the use of the easements provided herein (collectively, "Claims"),
<br />{31858.25.A0469997.DOC;4 }2
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