EXHIBIT 10.2
JAYTEE
PROPERTIES LIMITED PARTNERSHIP
AND
REPUBLIC BANK & TRUST
COMPANY
BARDSTOWN ROAD
LEASE
LOUISVILLE,
KENTUCKY
AUGUST
1, 2008
BARDSTOWN ROAD
LEASE
LOUISVILLE,
KENTUCKY
INDEX TO LEASE
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Article
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Page
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I.
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Premises
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1
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II.
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Term
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1
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III.
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Rent and Operating
Expenses
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1
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IV.
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Use
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3
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V.
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Services to be
Provided
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4
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VI.
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Naming Rights;
Alterations
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4
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VII.
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Access
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4
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VIII.
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Damage or
Destruction
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4
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IX.
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Indemnity
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5
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X.
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Insolvency,
Etc.
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5
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XI.
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Remedies
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6
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XII.
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Insurance
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6
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XIII.
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Liens
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8
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XIV.
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Assignment; Subletting;
Mortgaging
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8
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XV.
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Estoppel
Certificate
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8
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XVI.
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Taxes
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9
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XVII.
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Priority of
Lease
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9
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INDEX
TO LEASE (CON.)
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Article
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Page
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XVIII.
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Fixtures and Personal
Property; Surrender
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9
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XIX.
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Hold over
Tenancy
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10
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XX.
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Waiver of
Subrogation
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10
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XXI.
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Notices
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10
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XXII.
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Rights Reserved by
Landlord
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11
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XXIII.
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Condemnation
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11
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XXIV.
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Miscellaneous
Provisions
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11
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BARDSTOWN ROAD
LEASE
THIS LEASE,
effectively dated this first day of August 2008, is between
Jaytee Properties Limited Partnership hereinafter referred to as
“Landlord” and Republic Bank & Trust Company,
hereinafter referred to as the “Tenant”. As parties
hereto, Landlord and Tenant agree:
ARTICLE I.
PREMISES
SECTION 1.
Tenant leases from Landlord and Landlord leases to Tenant the
following described premises (hereinafter called the
“Premises”):
Being approximately 5,220 square feet of
rentable office space comprising the entire building (the
“Building”) located at 2801 Bardstown Road in
Louisville, Kentucky 40205 (hereinafter called “the
Premises”).
SECTION 2.
The Premises shall be provided in “as is” condition.
Tenant acknowledges he has examined the Premises, knows the
condition of the Premises, and accepts the Premises in the
condition as currently existing.
SECTION 3.
This lease confers no rights with respect to the Building other
than tenancy of the Premises.
ARTICLE II.
TERM
Landlord leases
the Demised Premises to Tenant, and Tenant hires and takes the
Premises from Landlord, for a term of ten (10) Lease Years
commencing on the 1st day of August, 2008 (the “Lease
Commencement Date”) and expiring at midnight on the last day
of the one hundred and twentieth month thereafter unless sooner
terminated pursuant to the terms hereof. “Lease Year”
shall mean a year period beginning on the first day of a month,
which is the first calendar month of the term of the Lease and
ending on the day before the anniversary of the first day of such
year.
ARTICLE III. RENT AND
OPERATING EXPENSES
SECTION 1.
Tenant shall pay to Landlord, at Landlord’s office in the
Building or at such place as Landlord may from time to time
designate, as base rental for the Premises, the sum of Fourteen
Dollars and no cents ($14.00) per square foot, said square feet as
set forth in Article 1 above, per month (the “Base
Rent”) through the first five years of the Term. For the
second five years of the Term, the Base Rent shall be increased by
a rent adjustment proportionate with the increase in the Consumer
Price Index, all urban consumers over the initial 5 year portion of
the Term. Rent shall be payable in advance on the first day of each
calendar month during the Lease Term.
SECTION 2.
This Lease is a triple net lease and i n addition to the
Base Rent set forth in SECTION 1 above, Tenant shall
also be responsible for paying the following expenses:
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A.
TAXES AND OPERATING EXPENSES: In each lease year (or prorated lease
year if applicable) Tenant shall pay to Landlord, as additional
rent and in the same manner as the Base Rent, an amount equal to
all Taxes, Insurance and Operating Expenses for the Building,
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to the extent such
costs do not exceed the costs in the previous year by more than 3%
of the prior year’s costs. In lieu of payment to Landlord,
Tenant may pay these expenses directly.
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i.
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ANNUAL STATEMENT. On
request by Tenant, Landlord shall provide to Tenant a statement
(the “Statement”) generated by a duly authorized
representative of Landlord showing the actual itemized amount of
Taxes, Insurance and Operating Expenses incurred by Landlord with
respect to the property during such calendar year. Tenant shall be
required to pay all invoices for Taxes, Insurance and Operating
Expenses as tendered by Landlord, said amounts payable on or before
the due dates specified.
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ii.
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OPERATING EXPENSES.
“Operating Expenses” shall mean any and all reasonable
expenses, costs, and amounts (other than Taxes) of every kind and
nature which Landlord pays or incurs during any calendar year
during the Term, because of or in connection with the ownership,
management, repair, replacement, restoration and operation of the
property, including, without limitation, any amounts paid for:
(i) common area janitorial service and utilities and other
services, (ii) permits, licenses and certificates,
(iii) insurance, not limited to the amount of coverage
Landlord is required to provide under this lease,
(iv) supplies, tools, equipment and materials,
(v) accounting, legal and professional fees and expenses,
unless incurred by Landlord due to its failure to meet its
obligations under the terms of this lease or under subparagraph v.
of this section. (vi) any equipment rental agreements or
management agreements (including, without limitation, any
management fee and the fair rental value of any office space
provided thereunder), (vii) wages, salaries, benefits and
other compensation of all persons engaged in the operation,
maintenance or security of the property, and employer’s
Social Security taxes, unemployment taxes or insurance, and any
other taxes which may be levied on such wages, salaries, benefits
and other compensation, (viii) payments under any easement,
operating agreement, declaration, restrictive covenant or
instrument pertaining to the sharing of cost in any planned
development, (ix) operation, repair, maintenance and
replacement of any machinery, transformer, duct work, cable, wires
and other equipment, facilities and systems, and all components
thereof, designed to supply utilities or other services to the
property, (x) security, window cleaning, (xi) replacement of
wall and floor coverings, ceiling tiles and fixtures in lobbies,
corridors, restrooms and other common or public areas of
facilities, but specifically excluding (i) ground rent and
mortgage interest, (ii) leasing commissions and (iii) any
replacement or improvement reasonably and commonly characterized as
capital improvements.
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iii.
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TAXES.
“Taxes” shall mean all federal, state, county and local
governmental taxes, fees, charges or other impositions of every
kind and nature, whether general, special, ordinary or
extraordinary, which Landlord shall pay during any calendar year as
part of the ownership, leasing and operating of the Premises but
shall not include any tax assessed, due or payable by Landlord due
to Landlord’s income derived from the lease of the
Premises.
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Tenant shall pay any
and all personal property and other taxes including those assessed
against the Tenant’s operations, income or sales.
Notwithstanding the foregoing, nothing in this Lease shall require
the Tenant to pay any franchise, corporate, estate, inheritance,
succession, charge or levy, or
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transfer tax of the
Landlord, or any income, profits, or revenue tax, or any other tax,
assessment, charge, or levy upon the rent payable by Tenant
hereunder.
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iv.
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LANDLORD’S
RECORDS. Landlord shall maintain, for a period of three
years, records of the Taxes and Operating Expenses of the Building.
Upon giving Landlord reasonable prior notice, Tenant shall have the
right to examine such records during the normal business hours of
Landlord at the place where such records are kept. Tenant
shall send said notice to Landlord specifying a date on which to
examine such records, which date shall not be later than 45 days
following receipt by Tenant of the Statement. Landlord shall
have the right to take exception to items included as Taxes or
Operating Expenses by sending notice specifying such
exception(s) and the reasons therefore to Landlord no later
than 30 days after Tenant’s examination of the
records.
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The Statement shall be
considered final and accepted by Tenant, except with respect to the
matters, if any, to which exception is taken after
examination. If Tenant reasonably takes exception to any
matter contained in the Statement, then Landlord shall refer the
matter to an independent certified public accountant
(“CPA”), whose certification as to the proper amount
shall be final and conclusive between Landlord and Tenant.
Tenant shall promptly pay the cost of the CPA’s certification
unless such certification determines that the actual amount of
Taxes and Operating Expenses incurred by Landlord was in error to
Landlord’s detriment by ten percent or more, in which event
Landlord shall pay the cost of such certification.
SECTION 3.
In the event that the Rent, or any other sum payable by Tenant to
Landlord under this lease, shall not be received (paid) within ten
(10) days of the due date thereof, Landlord may, at its
option, add a monthly service charge, at a rate which shall be the
greater of $25.00 or 1% for each month or fraction thereof from
such rent due date during which such Rent or other sum remains
unpaid. Further, in the event that any check which has been
remitted to Landlord by Tenant for payment of the Rent, or any
other sum payable under this Lease, shall not be honored upon its
presentation for payment, then the monthly service charge shall be
similarly imposed on said amount from the due date until paid.
Acceptance by the Landlord for such service charge shall not
be deemed to be a waiver by Landlord of any default nor shall it
restrict the remedies otherwise available to Landlord
hereunder.
ARTICLE IV.
USE
The Premises are
to be used only for the purpose of conducting therein Banking and
Tax related operations and any and all related financial services
and for no other business or purpose without the prior written
consent of Landlord. Tenant shall not do or permit to be done in or
about the Premises anything which is illegal or unlawful; or which
is of a hazardous or dangerous nature; or which will increase the
rate(s) of insurance upon the Building. Tenant shall (and
shall cause its employees to) observe the rules and
regulations set forth in Exhibit A attached hereto and
made a part hereof, as the same may be amended by Landlord from
time to time, and Tenant shall comply with all governmental laws
and ordinances and all regulations applicable to the use and
occupancy of the Building.
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ARTICLE V. SERVICES TO
BE PROVIDED
Landlord shall
provide for the availability of, but not the cost for use of,
reasonable amounts of heat, air conditioning, water and elevator
services (collectively “Services”) to the Premises
during the times and in the manner that Landlord determines
appropriate for the furnishing of such services in the Building,
all such services being subject to energy availability or Energy
Consumption Regulations which may be hereafter promulgated. It is
expressly agreed that should any local, state or federal
governmental body, agency or public utility restrict or reduce the
amount of fuel or energy which may be utilized to provide the
utilities and services as specified above, then such restriction or
reduction, and the reduction in utilities and services which may
result therefrom, shall in no way create or constitute a default on
the part of the Landlord, and there shall be no reduction or
abatement in the Rent or any other sum payable by Tenant
thereunder. Further, Landlord shall not be liable for any injury,
damage, inconvenience, or otherwise which may arise or result
should the furnishing of any such services by interrupted or
prevented by fire, accident, strike, riot, act of God, the making
of necessary repairs or improvements, or any other cause beyond the
reasonable control or prevention of Landlord, nor, subject only to
the provisions of Article VIII of this Lease, shall the Rent
payable by Tenant hereunder abate.
ARTICLE VI. NAMING
RIGHTS :
ALTERATIONS
SECTION 1.
Tenant, subject to the approval of Landlord, which approval shall
not be unreasonably withheld, shall have the exclusive right to
place Tenant’s name on the Building in such manner and form
as to be in compliance with all ordinances and at the sole expenses
of Tenant.
SECTION 2.
Tenant shall not make any alterations, additions or improvements to
the Premises without first obtaining Landlord’s prior written
consent. In connection with any such request for Landlord’s
consent to such alterations, additions or improvements to the
Premises, Landlord may retain the services of an architect and/or
engineer; and the reasonable costs for the services of such
architect and/or engineer shall be reimbursed to Landlord by
Tenant. Landlord may make any repairs for the preservation, safety
or improvement of the Premises or the Building. All alterations,
and improvements made by Tenant shall become the property of
Landlord upon making thereof and shall be surrendered to landlord
upon the expiration of this Lease.
ARTICLE VII.
ACCESS
Landlord and its
agents shall have the right to enter into and upon the Premises at
all reasonable times with reasonable notice for the purpose of
inspecting, cleaning, repairing, altering or improving the Premises
or the Building with the exception of an emergency situation.
Landlord shall have the right to show the Premises to prospective
tenants during the ninety (90) day period prior to the expiration
of the term of this Lease and shall have the right at all
reasonable times to show the Premises to prospective purchasers of
and lenders upon the Building. Any damage or loss caused to the
Premises and/or to the Tenant by any use of or access to the
Premises by Landlord shall be repaired by Landlord at
Landlord’s expense.
ARTICLE VIII. DAMAGE OR
DESTRUCTION
SECTION 1.
If the Premises is damaged or destroyed, in whole or in substantial
part, and Section 2 does not apply, then Landlord may elect to
terminate this Lease as of the date of the damage or destruction by
notice given to Tenant in writing not more than twenty (20) days
following
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the date of damage or
destruction. If Landlord does not elect to terminate, Landlord
shall, at Landlord’s expense, proceed to restore the property
to substantially the same form, condition and quality as prior to
the damage or destruction. If Landlord elects to rebuild and
repair, Landlord shall proceed as soon as reasonably possible and
thereafter shall proceed without interruption and be completed
within one hundred-eighty (180) days after notice has been given of
Landlord’s intent to rebuild and repair, except for work
stoppages on account of labor disputes and matters not under
the control of the Landlord. During such period of repair or
restoration, the Rent shall be abated in the same proportion as the
untenantable portion of the Premises bears to the entire Premises
identified in Section 1 of Article I of the
Lease.
SECTION 2.
If the Premises is damaged or destroyed, (i) to the extent
that more than fifty percent (50%) of the Building is damaged or
destroyed, or (ii) to the extent that more than fifty percent
(50%) of the Premises is damaged or destroyed, then in such event,
Tenant may elect to terminate this Lease as of the date of the
damage or destruction by notice given to Landlord in writing not
more than twenty (20) days following the date of damage or
destruction.
SECTION 3.
Notwithstanding anything contained in this Article to the
contrary, Landlord shall not be required to repair, replace,
restore, or rebuild any property which Tenant shall be entitled to
remove from the Premises under the provisions of this Lease; it
being agreed that Tenant shall bear the entire risk of loss, damage
or destruction of such property while it is in the Building.
SECTION 4.
If either party elects to terminate the Lease, Tenant shall be
entitled to reimbursement for any prepaid rent or other amounts
paid by Tenant and attributable to the unused term of the
Lease.
ARTICLE IX.
INDEMNITY
Tenant shall
indemnify and hold Landlord harmless from all loss, damage,
liability or expense resulting from an injury to or death of any
person or any loss of or damage to any property caused by or
resulting from any act or omission of Tenant or any officer, agent,
employee, guest, invitee or visitor of Tenant in or about the
Premises or the Building, but the foregoing provision shall not be
construed to make Tenant responsible for injuries to third parties
caused by the negligence of Landlord or any agent or employee of
landlord. The Landlord shall remain responsible for any injury to,
or death of any person or any loss of or damage to property
sustained by any person whatsoever which may be caused by the
Building or any equipment or appurtenances thereto or thereof being
or becoming defective or out of repair. Landlord shall be and
remain liable for the negligent acts or omissions of Landlord, its
agents and employees.
ARTICLE X. INSOLVENCY,
ETC.
If leasehold
interest of Tenant be levied upon under execution or be attached,
or if any voluntary or involuntary petition or similar pleading
under any Act of Congress relating to bankruptcy shall be filed by
or against Tenant or a majority of Tenant’s shareholders, or
if any voluntary proceedings in any court or tribunal shall
be instituted by or against Tenant or the majority of its
shareholders to declare Tenant or the majority of its shareholders
insolvent or unable to pay debts of Tenant or the majority of its
shareholders, or if Tenant makes an assignment for the
benefit
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of creditors, or if a
receiver be appointed for any property of Tenant, or if Tenant
shall default in payment of any other debt or obligation to
Landlord, then in such event Landlord may, if Landlord so elects
and with or without notice of such election and with or without any
demand whatsoever, forthwith terminate this Lease upon notice to
Tenant, and upon such termination all rights of Tenant hereunder
shall thereupon cease and Tenant shall surrender possession and
vacate the Premises immediately.
ARTICLE XI.
REMEDIES
SECTION 1.
If at any time Tenant shall (a) fail to remedy any default in
the payment of any sum due under this Lease for ten (10) days
after notice; (b) fail to remedy any default with respect to
any other of these provisions, covenants or conditions of this
Lease to be kept or performed by Tenant, within thirty (30) days
after notice (or, in the event the default is of such a nature that
it cannot be remedied within said thirty (30) day period, then such
additional time as may be necessary for Tenant to cure such
default, within the thirty (30) day period and thereafter
diligently prosecutes the same to completion); or (c) vacate
or abandon the Premises, or fail to conduct its business therein,
for a period of five (5) consecutive business days, and then
fail to reoccupy and reestablish the conduct of business in the
Premises within ten (10) days following the date of written
notice from Landlord of such failure; then Landlord shall have all
such rights and remedies as are provided by law in respect of such
default, including, at Landlord’s election, the right to
terminate this Lease, and all Tenant’s rights hereunder shall
be terminated.
The liability of
Tenant for the Rent, and other payments provided for herein shall
not be extinguished for the balance of this Lease, and Tenant shall
make good to Landlord any deficiency arising from such reletting of
the Premises, pl
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