LEASE
THIS LEASE is made and entered into this 1st day of
March, 1998, by and between KENTUCKY NATIONAL PROPERTIES,
L.L.C., of X.X. Xxx 0000, Xxxxxxxxxxxxx, Xxxxxxxx 00000,
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 LEASED: The property which is the
subject of this Lease is two tracts of land with a
building to be erected thereon, with the tracts of
land being as follows:
(a.) Being Xxx 0 X xx Xxxx Xxxx Xxxxxxxxxxx Xx. 0
per plat recorded on plat sheet 2011 in the Office
of the Xxxxxx County Court Clerk, Elizabethtown,
Kentucky.
Being the same property which has been leased to
the Lessor by a Lease Agreement dated April 4,
1997 and which is hereby being subleased to the
Lessee.
Included in the property being leased is the
building constructed on the above-described
premises.
2. TERM: The term of this lease shall commence as of
the 1st day of March, 1998 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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$12,000.00 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 (March 1,
1998) until February 28, 1999.
4. USE OF PREMISES: Lessee agrees that during the
term of this lease and any 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 Lessors prior
written permission.
5. LESSOR'S WARRANTIES AND COVENANTS: Lessor hereby
covenants and warrants to 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
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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
constitute 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 attorneys' 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.
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6. LESSEE'S COVENANTS: Lessee covenants and agrees
that during the term of this Lease and for such
further times as Lessee, or any person claiming
under it, shall hold the premises or any part
thereof;
(a.) To pay the 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 demises 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
actions (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 hereof.
(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
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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 any federal, state or local
statute, ordinance or regulation imposing
liability or standards of conduct concerning
hazardous materials.
(h.) If Lessee 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
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
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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:
(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, 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
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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 law, 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, SUBLETTING AND MORTGAGING: Lessee
shall not voluntarily, 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 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 installments of 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
covenants of this Lease strictly in accordance
with the terms of this Lease
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and shall fail to cure within thirty (30) days
after written notice thereof by Lessor of demand
of performance, then 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 renewal thereof, by lapse of
time causes specified in the preceding paragraph,
Lessee 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
conditions as when received, except for ordinary
wear and tear.
Lessee 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
and 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 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 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 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: 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.
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15. LESSOR'S LIABILITY: Neither Lessor nor its agents
shall be liable for any injury or damage to person
or property of Lessee, or for loss or interruption
of business resulting from fire, explosion,
falling 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 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 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 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 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
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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,
XXXXXXXXXXXX, 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:
A. If at any time during the term of this Lease
fifty percent (50%) or more of the premises shall
be taken for any public or quasi-public 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 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 otherwise.
B.(1) If such proceedings shall result in the
taking of fifty (50%) percent or more of the
premises, or if such taking render 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.
B.(2) 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,
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however, that if the expense of such restoration
would be greater than the sum allowed to Lessor,
less such expenses in such condemnation on
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 to terminate this Lease. If,
within such 30-day period, Lessor shall give
written notice to the Lessee of the termination
of 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 and
the net 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 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:
A. 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
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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.
B. 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 of ten 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 and
the Xxxxxx to be named as additional insureds.
Such insurance shall contain a clause that the
Lessor and the Xxxxxx 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
the Xxxxxx and qualified to do business in the
State of Kentucky. The "Xxxxxx" are the persons
referred to in paragraph 33 herein.
23. BROKERS AND COMMISSIONS: Lessor and Lessee
represent and warrant to each 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
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indemnifying party.
24. RECORDING: Either party, at their option, may
record a Memorandum of Lease 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 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 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 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, aud shall run with the
land, and where more than one party 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 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, 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
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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 furnishings 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
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
15
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 of the Lessee during
the term of this Lease, except for that portion
being paid by Xxx Xxx Xxxxx under the terms of
this Lease with the Lessor dated April 4, 1997.
33. Lessor and Lessee both acknowledge that a portion
of the property herein leased is being leased by
the Lessor from Xxx Xxx Xxxxx and Xxxxxx X. Xxxxx,
and both Lessor and Lessee must abide by the terms
of that Lease dated April 4, 1997 and the First
Amendment to that Lease dated July 1, 1997.
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,
L.L.C.
BY: /s/ Xxxxx Xxxxxxxxx
------------------------
XXXXX XXXXXXXXX
LESSEE:
-------
KENTUCKY NATIONAL BANK
BY: /s/ Xxxxxxxx Xxxxxxx, CEO
------------------------
XXXXXXXX XXXXXXX, CEO
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