LEASE
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THIS LEASE is made and entered into effective this 1st day of September,
2001, by and between KENTUCKY NATIONAL PROPERTIES, L.L.C., of X.X. Xxx 0000,
Xxxxxxxxxxxxx, Xxxxxxxx 00000-0000, hereinafter referred to as the "Lessor", and
KENTUCKY NATIONAL BANK of 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx, Xxxxxxxx
00000, hereinafter referred to as the "Lessee", WITNESSETH:
That for the consideration hereinafter set out, the Lessor agrees to lease
to the Lessee, and the Lessee agrees to lease from the Lessor the following
described real estate located in Elizabethtown, Xxxxxx County, Kentucky upon the
following terms and conditions:
1. Property being rented: The property which is the subject of this Lease is
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described as follows:
Being Lot No. 1 of Amended Record Plat Lot lA, Taco Xxxx and Record Plat
Kentucky National Subdivision, recorded in Plat Cabinet 1, Sheet 2735, in
the Office of Clerk of the County Court of Xxxxxx County, Kentucky.
Kentucky National Properties, L.L.C, acquired title to said Lots by (a)
Deed from Xxxxxx X. Xxxxxx Enterprises, Inc., a Kentucky corp., dated March
6, 1997, recorded in Deed Book 864, Page 464; (b) by Deed from Xxxxxx X.
Xxxxxx and Xxx X. Xxxxxx, husband and wife, dated January 12, 2000,
recorded in Deed Book 956, Page 540; (c) by Deed from Xxx Xxx Xxxxx and
Xxxxxx X Xxxxx, husband and wife, dated April 13, 2000, recorded in Deed
Book 964, Page 668; and (d) by Deed from Xx. Xxxxx Xxxxxxx, single, dated
July 26, 2000, recorded in Deed Book 979, Page 177, all in the Office. of
Clerk of the County Court of Xxxxxx County, Kentucky.
The building constructed on the above-described premises is included in
this Lease.
2. Term: The term of this Lease shall commence as of the lst day of September,
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2001 and extend thereafter for an initial period of ten (10) years. The
Lessee shall then have an option to renew the Lease for four (4) successive
terms of ten (10) years each, by giving to the Lessor written notice of its
intent to exercise this option of renewal at least ninety (90) days prior
to the termination of any term then in effect.
3. Rent: Lessee agrees to pay monthly rental for the premises in the amount of
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Twenty-Two Thousand Five Hundred (22,500.00) Dollars per month, payable in
advance on the first day of each month during the first year of this Lease.
After the first year, the rental shall be increased annually based on the
percentage increase in the Consumer Price Index, calculated from the date
of the commencement of each yearly anniversary date until the end of that
particular year. (For example, for the first year, the percentage increase
would be based on the increase in the Consumer Price Index from the
commencement of this Lease term September 1, 2001 until August 31, 2002).
4. Use of premises: Lessee agrees that during the term of this Lease and any
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extensions thereof, it shall use the premises only for a bank and a banking
institution, and any other use of the premises shall only be done with the
Lessor's prior written permission.
5. Lessor's warranties and covenants: Lessor hereby covenants and warrants to
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Lessee that:
(a.) Lessor owns and/or leases the premises and has full right, power and
authority to execute and deliver this Lease, to consummate the
transaction contemplated hereby, to comply
with and fulfill the terms and conditions hereof, and to demise and
let the premises unto Lessee; there are no legal, contractual or other
restrictions upon Lessor's right, power or authority to demise the
premises unto Lessee except as otherwise set forth herein.
(b.) That the premises hereby demised is free of any tenancies whether
written or oral.
(c.) This Lease has been fully executed and delivered by Lessor and
constitutes a legal, valid and binding obligation of Lessor in
accordance with its terms and conditions.
(d.) Lessor has not made any other agreement to sell or lease all or any
part of the premises to any person other than Lessee, nor has Lessor
given to any person an option to purchase all or any part of the
premises.
(e.) The leased premises are not located in any area of special flood
hazard as designated by any federal, state or local authority, there
are no hazardous or toxic wastes or substances, or underground storage
tanks, in or upon the premises or building to be located upon the
premises, and no hazardous or toxic wastes or substances have been
produced, used, stored, handled or disposed of upon the premises.
(f.) There are no existing, contemplated or proposed federal, state or
local laws, ordinances, rules, regulations, codes or other orders, and
no pending or threatened proceedings or actions against Lessor or the
premises before any court or governmental agency or authority, which
would interfere with, or make infeasible or undesirable from an
economic or other point of view the operation, use and/or occupancy of
the premises.
(g.) There are no pending or threatened claims, demands, liabilities or
actions against Lessor or the premises (including without limitation,
any pending or threatened condemnation proceedings by any public or
governmental agency or authority) which constitutes or might ripen
into a lien or claim against the premises superior to Lessee.
(h.) Lessor shall indemnify and hold Lessee harmless from and against any
and all costs, expenses, losses, claims, liabilities, damages,
injuries or actions of any kind, including reasonable attorney's fees,
(i) arising from Lessor's use or possession of the premises prior to
the term of this Lease, or the negligence of or use of the realty on
which the premises are located by, Lessor or its agents or employees
at any time, or (ii) resulting from the presence on or under, or the
escape, seepage, leaking, spillage, discharge, emission or release
from the premises of any hazardous or toxic waste, substance or
material placed or located on the premises prior to the commencement
date hereof or from and after the termination or expiration hereof, or
during the term of this Lease at Lessor's fault, or at any time placed
or located on other portions of real property on which the premises
are located. Such indemnification shall include any damages, injuries,
costs, including reasonable attorneys' fees, or claims asserted or
arising under any federal, state or local statute, ordinance or
regulation imposing liability or standards of conduct concerning
hazardous materials.
(i.) If Lessor receives any notice of (i) the use, spill, discharge or
removal of any hazardous substance or material, or (ii) any complaint,
order or notice regarding air emissions, water discharges or any other
environmental, health, or safety matter affecting Lessor or the
premises from any person or entity, including, without limitation, the
United States Environmental Protection Agency, then Lessor will give
written notice of such an occurrence to Lessee within seven (7) days.
6. Lessee's covenants: Lessee covenants and agrees that during the term of
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this Lease and for such further time as Lessee, or any person claiming
under it, shall hold the premises or any part thereof:
(a.) To pay rent on the days and in the manner aforesaid.
(b.) Not to suffer the estate of Lessor in the premises at any time during
the said term to become subject to any lien, charge, or encumbrance
whatsoever and to indemnify and keep indemnified Lessor against all
such liens, charges and encumbrances; it being expressly agreed that
Lessee shall have no authority, express or implied, to create any
lien, charge, or encumbrance upon the estate of Lessor in the demised
premises.
(c.) To maintain the exterior and interior of the premises, including all
HVAC systems. Lessee shall keep the interior painted and decorated and
in a clean and sanitary condition, complying in all respects with the
applicable laws, ordinances and regulations of competent authorities.
Lessee shall also maintain the exterior of the premises, including the
roof, and be responsible for any repairs needed to the driveways and
parking lots.
(d.) Not to make or suffer any use or occupancy of the premises contrary to
any law or ordinances now or hereafter in force.
(e.) To indemnify Lessor against all costs and expenses, including
reasonable attorney's fees, lawfully and reasonably incurred in
discharging the premises from any charge, lien, or encumbrance
resulting from Lessee's action (other than charges, liens or
encumbrances resulting from Lessor's actions), or in obtaining
possession after default of Lessee or the termination of this Lease by
reason of Lessee's default.
(f.) Upon the termination of this Lease, either by lapse of time or
otherwise, to surrender, yield and deliver up the premises in such
condition as it shall be in as of the effective date hereto.
(g.) To indemnify and hold Lessor harmless from and against any and all
costs, expenses, losses, claims, liabilities, damages, injuries or
actions of any kind, including reasonable attorney's fees, (i) arising
from Lessee's use or possession of the premises throughout the term of
this Lease, or the negligence of Lessee or its agents, employees,
licensees or invitees, at any time, or (ii) resulting from the
presence on or under, or the escape, seepage, leaking, spillage, or
discharge, emission or release from the premises of any hazardous or
toxic waste, substance or material placed or located on the premises
(including other portions of the real
property on which the premises are located) by Lessee, its agents,
employees, licensees or invitees throughout the term hereof. Such
indemnification shall include any damages, injuries, costs, including
reasonable attorneys' fees, or claims asserted or arising under
federal, state or local statute, ordinance or regulation imposing
liability or standards of conduct concerning hazardous materials.
(h.) If Lessee receives any notice (i) of the use, spill, discharge or
removal of any hazardous substance or material, or (ii) any complaint,
order or notice regarding air emissions, water discharges or any other
environmental, health, or safety matter affecting Lessor or the
premises from any person or entity, including, without limitation, the
United States Environmental Protection Agency, then Lessee will give
written notice of such an occurrence to Lessor within seven (7) days.
(i.) To save Lessor harmless from all loss, costs, damages and expenses of
any kind, whatsoever, arising out of any accident, damage or injury,
or any claim, suit or action for damages or injuries from any cause
whatsoever, either to persons or property happening, occurring or
resulting in or upon the premises or improvements thereon during the
term herein demised, in connection with or growing out of the use,
occupation and operation of the premises by Lessee, except for loss,
costs, damages and expenses incurred as a result of the negligence or
acts of Lessor or its agents or employees. Lessee shall carry such
insurance policies covering the Lessor and Lessee and in such amounts
and against such liability risk and casualty as are set out in
paragraph 22 hereof.
(j.) To replace any plate glass windows or any other broken glass during
the term of this Lease or any renewal thereof.
(k.) Not to obstruct or permit the obstruction of sidewalks and roadways
adjacent to the premises, except while loading or unloading
merchandise or other materials, and then not to an unreasonable
extent.
(l.) To promptly pay for all public utilities rendered or furnished to the
premises during the term hereof or any renewal, including heat, water,
gas electricity, sewer charges, and sewer taxes. Lessee shall provide
for the prompt removal of garbage, rubbish, and litter from the
demised premises and to provide adequate facilities for containing the
same prior to such removal. Lessee shall keep the premises clean and
keep all sidewalks adjacent to the premises clean and free from all
rubbish, litter, debris, ice and snow. If Lessee fails to carry out
the foregoing, Lessor, at its option, may provide such facilities and
service and charge same to Lessee as additional rent.
7. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS:
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(a.) If the building on said premises shall be rendered untenantable by
fire or other casualty, and if the building cannot be made tenantable
and usable for Lessee's use within ninety (90) days after such
damages, Lessee may, at Lessee's option to be evidenced by notice in
writing given to Lessor within thirty (30) days after the occurrence
of such damage or destruction, elect to terminate this Lease upon
written notice to Lessor
as of the date of such fire or other casualty, whereupon Lessor shall
be entitled to all proceeds of insurance and right of recovery against
insurer on policies covering such damages or destruction; provided,
however, Lessee shall be entitled to such insurance proceeds
representing payments for losses to moveable fixtures, trade fixtures,
leasehold improvements, machinery, equipment and other property owned
by Lessee.
(b.) In the event Lessee fails to validly exercise its right to terminate
this Lease under Section 7.a., or if the premises can be. restored
within ninety (90) days of the damage, Lessor shall commence forthwith
to effect repairs and the rental then in effect shall xxxxx
proportionately (based upon square footage). Lessor shall restore the
premises to its condition immediately prior to the casualty,
regardless of the sufficiency of insurance proceeds received by
Lessee.
8. IMPROVEMENTS: Lessee shall have the right to remove, at its sole expense,
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any and all improvements on the premises providing that in doing so it
shall comply with all statutes, laws, rules and regulations in connection
with the demolition, including any laws or restrictions on disposal of
hazardous waste or materials that may be in and about the premises. The
term "hazardous waste materials" shall mean any and all materials,
substances, and conditions which are designated or deemed hazardous,
dangerous, toxic, a contaminant, or a pollutant under any valid and
enforceable federal, state, or local lave, statute, ordinance, policy,
code, rule, regulation, order, or decree relating to human health or safety
or the environment, as the same may be amended from time to time, as are
now or may hereafter be in effect.
9. ASSIGNMENT, SUB-LETTING AND MORTGAGING: Lessee shall not voluntarily,
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involuntarily or by operation of law assign or transfer, mortgage or
otherwise encumber all or any part of its interest in this Lease, or sublet
the premises or any part thereof without first obtaining in each and every
instance Lessor's prior written consent, and any attempt to so assign,
transfer or sublet, without Lessor's written consent shall be null and
void; and if any such assignment or transfer is made with the written
consent of Lessor, Lessee shall nevertheless remain liable to Lessor for
payment of rent according to the terms hereof and for due performance of
all terms, covenants and conditions of this Lease. Any transfer of this
Lease by merger, consolidation or liquidation shall constitute an
assignment for the purposes of this paragraph. If written consent is once
given by Lessor to any such assignment or subletting, such consent shall
not operate as a waiver of the necessity for obtaining Lessor's written
consent to any subsequent assignment or subletting.
10. SUBORDINATION: This Lease shall at all times be subject and subordinate to
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the lien of any mortgage (which term shall include all security
instruments) that may be placed on the premises by Lessor; and Lessee
agrees, upon demand, without cost, to execute any instrument as may be
required to effectuate such subordination. Provided, however, that any such
mortgagee agrees not to disturb possession of the premises as long as
Lessee is not in default hereunder.
11. LESSOR'S RIGHT OF RE-ENTRY: If Lessee shall fail to pay any installment of
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rent promptly on the day when the same shall become due and payable
hereunder or within ten (10) days after written notice thereof by Lessor,
or if Lessee shall fail to promptly keep and perform any other affirmative
convenants of this Lease strictly in accordance with the terms of this
Lease and shall fail to cure within thirty (30) days after written notice
thereof by Lessor of demand of performance, then and in any event, and as
often as any such event shall occur, Lessor may (a) declare the said term
ended, and enter into said premises, or any part thereof, either with or
without process of law, and expel Lessee or any person occupying the same
in or upon said premises, using such force as may be necessary so to do,
and so to repossess and enjoy the
premises as in Lessor's former estate; or (b) re-let the premises. Anything
hereinbefore contained to the contrary notwithstanding, if any default
shall occur, other than in the payment of rent, which cannot with due
diligence be cured within a period of thirty (30) days, and Lessee prior to
the expiration of thirty (30) days from and after the giving of notice as
aforesaid, commences to eliminate the cause of such default, then the
Lessor shall not have the right to declare the said term ended by reason of
such default.
12. RIGHTS ON TERMINATION OF LEASE: Upon termination of this Lease or any
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renewal thereof, by lapse of time or upon its termination by Lessor for any
of the causes specified in the preceding paragraph, Lessee agrees to remove
all property and effects belonging to Lessee which Lessee is entitled under
the terms hereof to remove from said premises, to repair any and all damage
caused by such removal and to vacate and surrender possession of the
premises to Lessor in the same condition as when received, except for
ordinary wear and tear.
Lessor further agrees that if such possession is not immediately
surrendered to Lessor as hereinabove provided Lessor may forthwith re-enter
the premises and repossess thereof as its former estate and remove any
persons or effects therefrom, using such force as may be reasonably
necessary for that purpose, without being deemed guilty in any manner of
trespass or forcible entry or detainer.
Lessor shall not be responsible for the storage or safekeeping of any
property or effects of Lessee so removed from premises, or for the loss
thereof, but may, at his option, store same for the account of Lessee, and
Lessee agrees to pay Lessor for any and all expenses incurred in removing
and storing said effects and repairing damage caused by their removal, and,
in the event Lessee fails to do so within ten (10) days after written
demand for such payment has been mailed to Lessee by Lessor at Lessee's
address as given in paragraph 19 herein, Lessor may, without further notice
to Lessee, sell any or all of said property or effects at public or private
sale, for such price as Lessor may be able to obtain, and apply the
proceeds of such sale to the payment of any amounts due Lessor from Lessee
under this Lease, including the cost of removing, storing or selling said
property and effects and the cost of repairing the damage caused by its
removal.
The receipt of money by Lessor from Lessee, after Lessor has notified
Lessee of his intention to terminate this Lease, or after the termination
thereof, shall not in any way reinstate, continue or extend the term of
this Lease, or affect or invalidate any notice given prior thereto, it
being agreed that after service of notice, or the commencement of a suit or
entry of final judgment for possession of the premises. Lessor may recover
and collect any rent due, and that the payment thereof shall not invalidate
or operate as a waiver of any notice, suit or judgment theretofore given,
filed or rendered.
13. RIGHTS OF LESSOR CUMULATIVE: The rights and remedies of Lessor under this
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Lease shall be cumulative and shall not exclude any other rights and
remedies authorized by law, and that the failure of Lessor to insist upon a
strict performance of, or compliance with, any of the covenants or
conditions of this Lease by Lessee, or to declare a forfeiture for any
violation thereof, or to exercise any option conferred on Lessor, shall not
be construed as a waiver, or relinquishment for the future, of Lessor's
right to insist upon strict compliance by Lessee with all the covenants,
agreements and conditions herein contained or of its right to exercise such
options, or of its right to declare a forfeiture for the violation of such
condition, if the violation be continued or repeated.
14. REIMBURSEMENT OF LESSOR FOR PAYMENTS MADE ON ACCOUNT OF ACTIONS OF LESSEE:
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Lessee agrees that in the event Lessor shall, by reason of the failure of
Lessee to keep and perform any of the covenants, agreements or conditions
herein contained, be compelled to pay or shall pay any sum of money, or do
any act requiring the payment of money, then the sum or sums of money so
paid or required to be paid shall be added to the installment of rent next
becoming due, and shall be collectible as additional rent in the same
manner and with the same remedies as if said sum or sums had been
originally reserved as rent.
15. LESSOR'S LIABILITY: Neither Lessor nor its agents shall be liable for any
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injury or damage to person or property of Lessee, or for loss or
interruption of business resulting from fire, explosion, failing plaster,
steam, gas, electricity, water, rain or snow, or from leaks from any part
of said building or from pipes, appliances or plumbing works or from the
roof, street, or subsurfaces or from any other place, or by dampness or by
any other cause unless caused by or due to the negligence of Lessor, nor
shall Lessor or its agents be liable for any damage caused by other tenants
or persons in said building or caused by the construction of any private or
public or quasi-public work; nor shall Lessor be liable for any latent
defects in the premises or the building of which it forms a part.
16. LESSEE'S LIABILITY AND INDEMNITY: Lessee shall be liable to Lessor for any
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damage to the premises caused by Lessee's acts or negligence, or caused by
the acts or negligence of its agents, employees, customers, licensees, or
invitees; Lessor may repair such damage, though not obligated so to do, and
Lessee shall thereupon reimburse and compensate Lessor as additional rent
within five (5) days after the rendition of a statement by Lessor for the
actual cost of such repair or damage.
17. SIGNS: Lessee shall have the right at its sole cost and expense during the
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term hereof or any extension thereof, to erect, replace, maintain and
operate any signs, electrical or otherwise, in and on the premises and on
or about any improvements thereof, so long as such signs comply with
applicable laws and regulations. Lessee agrees not to permit the exterior
of the premises to be used for the purpose of advertising except in
connection with Lessee's business.
18. HOLDING OVER: In the event Lessee continues to occupy the premises after
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the last day of the term hereby created, or after the last day of any
extension of said term, and Lessor elect to accept rent thereafter, a
tenancy from month to month only shall be created and not for any longer
period.
19. SERVICE OF NOTICE: If at any time after the execution of this Lease, it
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shall become necessary or convenient for one of the parties hereto to serve
any notice, demand or communication upon the other party, such notice,
demand or communications shall be in writing signed by the party serving
the same, personally delivered or deposited in the registered or certified
United States mail, return receipt requested, postage prepaid or deposited
with an overnight carrier that guarantees next-day delivery and (a) if
intended for Lessor shall be addressed to KENTUCKY NATIONAL PROPERTIES,
LLC, X.X. XXX 0000, XXXXXXXXXXXXX, XX. 00000-0000, ATTENTION: DR. XXXXXX
XXXXXXX, and (b) if intended for Lessee, shall be addressed to; KENTUCKY
NATIONAL BANK, ATTN: XXXXXXXX XXXXXXX, 0000 XXXXX XXXXX XXXXXX,
XXXXXXXXXXXXX, XXXXXXXX 00000, or to such other address as either party may
have furnished to the other in writing as a place for service of notice.
Any notice so mailed shall be deemed to have been given on the earlier of
when received or three (3) days after the same is deposited in the United
States mail.
20. Condemnation
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(a.)(1) If at any time during the term of this Lease fifty per cent (50%)
or more of the premises shall be taken for any public or quasipublic
purpose by any lawful power or authority by the exercise of the right
of condemnation or eminent domain, Lessor shall be entitled to and
shall receive any and all awards that may be in any such proceeding
for the taking of real property; and Lessee hereby assigns and
transfers to Lessor any and all such awards that may be made to
Lessee, subject to paragraph (c) below.
Lessee shall be entitled to any payment based inter alia upon the
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value of the unexpired term of this Lease, consequential damage
to the premises not so taken, fixtures, or alterations to the
premises or their use or otherwise.
(b.)(1) If such proceedings shall result in the taking of fifty (50%)
per cent or more of the premises, or if such taking renders the
premises unusable for Lessee's purposes, this Lease and the term
hereof shall terminate and expire on the date of such taking, and
the rent and other sums or charges provided in this Lease to be
paid by the Lessee shall be apportioned and paid to the date of
such taking.
(c) If less than fifty percent (50%) of the premises shall be taken
in such proceedings and if such taking does not render the
premises unusable for Lessee's purposes, Lessor shall, with
reasonable dispatch, repair the remaining portion of the premises
so as to restore the premises; provided, however, that if the
expense of such restoration would be greater than the sum allowed
to Lessor, less such expenses in such condemnation proceeding,
then Lessor shall have an option, for a period of thirty (30)
days after such partial taking, within which to decide whether to
make such restoration or terminate this Lease. If, within such
30-day period, Lessor shall give written notice to Lessee of
termination, this Lease and the term hereof shall terminate and
expire on the last day of the calendar month following the month
in which such notice shall be given and the rent and other sums
or charges in this Lease provided to be paid by Lessee shall be
apportioned and paid to the date of such termination; provided,
however, that if Lessee shall agree in writing, within sixty (60)
days after receiving any such notice of termination from Lessor,
to pay the difference between the cost of restoration and the net
proceeds of such condemnation proceeding, then Lessor's notice of
termination and right to terminate hereunder shall cease and
Lessor shall make such restoration as hereinbefore required. The
annual base rental shall be reduced in proportion to the amount
of the premises taken.
(c) Lessee shall be entitled to receive out of any award the sum, if
any, specifically allowed to Lessee for the value of Lessee's
leasehold estate taken, moving expenses and Lessee's trade
fixtures and for improvements made to the premises by Lessee.
21. LESSOR'S COVENANT OF TITLE AND QUIET ENJOYMENT: Lessor covenants and
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warrants that Lessor has full right and lawful authority to enter into this
Lease for the full term hereof, and that Lessor is lawfully seized of the
entire premises hereby demised and has good title thereto, free and clear
of all tenancies and encumbrances, and that all times when Lessee is not in
default under the terms and during the term of this Lease or any extensions
of said term, Lessee's quiet peaceable enjoyment of the premises shall not
be disturbed or interfered with by anyone.
22. INSURANCE:
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(c) Lessee shall procure and maintain in full force and effect
continuously during the term of this Lease together with any
extensions at its sole expense general public liability and property
damage insurance against claims for personal injury, death or property
damage occurring in, or about the premises or sidewalks or areas
adjacent to the premises to afford protection to the limit of not less
than One Million Dollars ($1,000,000,00) in respect to injury or death
of a single person and to the limit of not less than Three Million
Dollars ($3,000,000.00), in respect to any one accident and to the
limit of Five Hundred Thousand Dollars ($500,000.00) in respect to
property damage. Such insurance shall be written by companies of
recognized standing which are qualified to engage in the insurance
business in the Commonwealth of Kentucky, such insurance to include as
the insured parties thereunder Lessor and Lessee as their interest may
appear.
(c) Lessee may maintain such insurance under a blanket policy covering the
premises. Lessee shall deliver to Lessor a certificate of all
insurance coverage and of renewals thereof from time to time during
the term of this Lease including renewals thereof. Any such insurance
policy shall contain to the extent obtainable in an agreement by the
insurer that it will not cancel any such policy except upon ten (10)
days prior written notice to Lessor. If Lessee fails to procure any
such insurance or keep the same in force or effect, Lessor may procure
the necessary insurance and pay the premiums thereof and Lessee shall
repay Lessor on demand the amount so paid as premium, together with
interest at the rate often percent (10%) per annum.
(c) Lessee shall, during the course of the improvements which it may place
on the property and thereafter and at all times, insure at its sole
cost the property against damage by fire, vandalism, malicious
mischief, sprinkler leakage and other extended coverage to the extent
of the full replacement value thereof with the Lessor to be named as
additional insured. Such insurance shall contain a clause that the
Lessor will receive thirty (30) days notice of either non-renewal or
cancellation of the policy. Such insurance shall insure the property
against fire and casualty and shall be written by a company acceptable
to the Lessor and qualified to do business in the State of Kentucky.
23. BROKERS AND COMMISSIONS: Lessor and Lessee represent and warrant to each
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other that they have not dealt with any real estate agent or broker in
connection with this Lease or its negotiation. Lessor and Lessee shall
indemnify and hold the other party harmless from any cost, expense or
liability (including costs of suit and reasonable attorneys' fees) for any
compensation, commission or fees claimed by any real estate broker or agent
in connection with this Lease or its negotiation by reason of any act of
such indemnifying party.
24. RECORDING: Either party, at their option, may record a Memorandum of Lease
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and the cost of all documentary stamps or conveyancing, transfer tax and
recording fees shall be paid equally by the parties thereto.
25. CAPTIONS: The captions appearing in this Lease are inserted only as a
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matter of convenience and in no way define, limit, construe or describe the
scope or intent of such paragraphs of this Lease or in any way affect this
Lease. Any gender used herein shall be deemed to refer to any other gender
more grammatically applicable to the party to whom such use of gender
relates, the use of
F-33
singular herein shall be deemed to include the plural and, conversely, the
plural shall be deemed to include the singular.
26. SUCCESSOR OR ASSIGN: It is further expressly agreed and understood that all
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the covenants and agreements herein made, shall extend to and be binding
upon the successors in interest, and assigns of Lessor, and of Lessee as
permitted above. The terms, conditions and covenants of this Lease shall be
binding upon and shall inure to the benefit of each of the parties hereto,
successors or assigns, and shall run with the land; and where more than one
xxxxx shall be Lessor under this Lease, the word LESSOR whenever used in
this Lease shall be deemed to include all parties hereto jointly and
severally.
27. INVALID PROVISIONS: If any terms or provision of this Lease or the
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application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application
of such term or provision to persons whose circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected
thereby.
28. ENTIRE AGREEMENT: No waivers, alterations or modifications of this Lease or
----------------
any agreements in connection therewith shall be valid unless in writing
duly executed by both Lessor and Lessee herein.
29. TRADE FIXTURES MACHINERY AND EQUIPMENT: All trade fixtures, machinery,
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equipment, furniture or other personal property of whatever kind and nature
kept or installed on the premises by Lessee shall not become the property
of Lessor or a part of the realty no matter how affixed to the premises and
may be removed by Lessee.
30. MECHANIC'S LIENS: Lessee shall not suffer or permit any mechanics' liens to
----------------
be filed against the fee of the premises, nor against Lessee's leasehold
interest in the premises, by reason of work, labor, services or materials
supplied, or claimed to have been supplied, to Lessee, or anyone holding
the premises or any part thereof, through or under Lessee; and nothing in
this Lease contained shall be deemed or construed in any way as
constituting the consent or request of Lessor, expressed or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or
material man for the performance of any labor or the furnishing of any
materials for any specified improvement, alteration or repair of, or to the
premises, or any part thereof, nor as giving Lessee any right, power or
authority to contract for, or permit the rendering of, any services, or the
furnishing of any materials that would give rise to the filing of any
mechanics' liens against the fee of the premises. Lessor shall have the
right at all reasonable times to post, and keep posted, on the premises any
notices that may be provided by law which Lessor may deem to be necessary
for the protection of Lessor, and the premises from mechanics' liens. If
any such mechanics' lien shall at any time be filed against the premises,
Lessee covenants that it will promptly take and diligently prosecute
appropriate action to have the same discharged; and, upon its failure to
do, Lessor, in addition to any other right or remedy that it may have, may
take such action as may be reasonably necessary to protect its interest,
and any reasonable amount paid by Lessor in connection with such action,
and all reasonable legal and other expenses of Lessor in connection
therewith, including reasonable counsel fees, court costs and other
necessary disbursements, with interest thereon at the rate of ten (10%)
percent per annum from the date of payment, shall be repaid by Lessee to
Lessor on demand.
31. Notwithstanding any other provisions contained in this lease, in the event
(a) Lessee or its successors or assignees shall become insolvent or
bankrupt, or if it or their interests under this Lease shall be levied upon
or sold under execution or other legal process, or (b) the depository
F-34
institution then operating on the premises is closed, or is taken over by
any depository institution supervisory authority ("Authority"), Lessor may,
in either such event, terminate this Lease only with the concurrence of any
Receiver or Liquidator appointed by such Authority; provided, that in the
event this Lease is terminated by the Receiver or Liquidator, the maximum
claim of Lessor for rent, damages, or indemnity for injury resulting from
the termination, rejection, or abandonment of the unexpired Lease shall by
law in no event be in an amount equal to all accrued and unpaid rent to the
date of termination.
32. PROPERTY TAXES: All real estate property taxes shall be the responsibility
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of the Lessee during the term of this Lease.
33. REPLACEMENT OF PRIOR LEASE: This document replaces in its entirety the
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prior lease between these same parties dated March 1, 1998, and that prior
lease shall no longer be of any legal effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.
LESSOR:
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KENTUCKY NATIONAL
PROPERTIES, I,.L.C.
BY: /s/ XXXXX XXXXXXXXX
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XXXXX XXXXXXXXX
LESSEE:
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KENTUCKY NATIONAL BANK
BY:/s/ XXXXXXXX XXXXXXX
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XXXXXXXX XXXXXXX, CEO
