ASSIGNMENT OF LEASE
BRODY CAPITAL MANAGEMENT, INC., an Iowa corporation
("Assignor") as of Feb 9, 2005 (the "Effective Date"), hereby
transfers and assigns to AEI INCOME & GROWTH FUND 25 LLC
("Assignee") all of Assignor's right, title and interest in and
to a certain Lease Agreement dated January 31, 2005 (the
"Lease") between XXXXXXX XXXX DEVELOPMENT CO., INC., an Iowa
corporation (as "Lessor"), and Tractor Supply Company (as
"Lessee") for that certain real property legally described on
Exhibit A attached hereto (the "Property").
Assignor is now the Lessor under the Lease with full right and
title to assign the Lease and the Rent to Assignee as provided
herein. The Lease is valid, in full force and effect and has
not been modified or amended. So far as is known to Assignor,
there is no default by Lessee under the Lease and no Rent has
been waived, anticipated, discounted, compromised or released.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the
parties, Assignor and Assignee hereby agree as follows:
1. Assignor hereby irrevocably and unconditionally sells,
assigns, conveys, transfers and sets over unto
Assignee, its heirs, successors and assigns, as of the
Effective Date, all of Assignor's right, title and
interest in, to and under: (i) the Lease, together
with any and all guaranties thereof, if any, and (ii)
any and all rents prepaid as of the Effective Date,
held by Assignor in connection with the Lease (the
"RENT").
2. Assignee hereby assumes and shall be liable for any and
all liabilities, claims, obligations, losses and
expenses, including reasonable attorneys' fees arising
in connection with the Lease which are actually
incurred,and which arise by virtue of acts or omissions
occurring thereunder, on or after the Effective Date.
3. Assignor shall indemnify and hold Assignee harmless from
any and all liabilities, claims, obligations, losses and
expenses, including reasonable attorneys' fees arising in
connection with the Lease which are actually incurred,and
which arise by virtue of acts or omissions occurring
thereunder, prior to the Effective Date.
4. Assignee shall indemnify and hold Assignor harmless from
any and all liabilities, claims, obligations, loss and
expenses,including reasonable attorneys fees, arising in
connection with the Lease or as a result of Assignee's
failure to fulfill the landlord's duties and obligations
accruing under the Lease on or after the Effective Date.
5. Assignee shall be entitled to receive all income arising
from the Lease from and after said Effective Date.
Assignor shall be entitled to receive all income accruing
from the Lease prior to the Effective Date.
6. Assignor shall direct the tenant and any successor tenant
under the Lease to pay to Assignee the Rent and all other
monetary obligations due or to become due under the Lease
for the period beginning on the Effective Date.
7. This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property
is located.
8. All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of
each such party.
9. This Assignment may be executed in any number of
counterparts, each of which shall be effective only upon
delivery and thereafter shall be deemed an original, and
all of which shall be taken to be one and the same
instrument, for the same effect as if all parties hereto
had signed the same signature page. Any signature page of
this Assignment may be detached from any counterpart of
this Assignment without impairing the legal effect of any
signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but
having attached to it one or more additional signature
pages.
10. Whenever the context so requires in this Assignment, all
words used in the singular shall be construed to have been
used in the plural (and vice versa), each gender shall be
construed to include any other genders, and the word
"person" shall be construed to include a natural person, a
corporation, a firm, a partnership, a joint venture, a trust,
an estate or any other
entity.
Assignor further represents to Assignee that:
11. Xxxxxx has taken possession of the Property under the
Lease;
12. The Lease represents the entire agreement between
Lessor and Lessee, and the Lease is in full force and
effect, has not been assigned, modified, supplemented
or amended in any way, except that said Lease has
heretofore been assigned to Assignor by the Lessor on
January , 2005, pursuant to that certain Assignment
of Lease dated January , 2005;
Executed as of February 9, 2005.
BRODY CAPITAL MANAGEMENT, INC.
By:/s/ Xxxxxxx X Xxxxx
XXXXXXX X. XXXXX
President
STATE OF IOWA )
) SS:
COUNTY OF POLK)
The foregoing instrument was acknowledged before me, a
notary public, this day of January, 2005 by XXXXXXX X. XXXXX,
President of BRODY CAPITAL MANAGEMENT, INC., an Iowa
corporation, on behalf of such corporation.
/s/ Xxxx X Xxxxxxx
Notary Public
[notary seal]
AEI INCOME & GROWTH FUND 25 LLC
By: AEI Fund Management XXI, Inc.
By:/s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx
President
STATE OF MINNESOTA )
) SS:
COUNTY OF XXXXXX )
The foregoing instrument was acknowledged before me, a
notary public, this 4th day of February, 2005 by Xxxxxx X.
Xxxxxxx, President of AEI FUND MANAGEMENT XXI, INC., a Minnesota
corporation, on behalf of such corporation, as managing member
of AEI Income & Growth Fund 25 LLC.
/s/ Xxxxxxxx X Xxxxxxxxx
Notary Public
[notary seal]
[XXXXXXX-XXXX]
LEASE
THIS LEASE made as of the 31st day of January, 200S (the
"Effective Date"), by and between XXXXXXX XXXX DEVELOPMENT CO.,
INC., an "Ohio corporation (the "Landlord") and TRACTOR SUPPLY
COMPANY, a Delaware corporation (the "Tenant").
1. PREMISES.
(a) LEASED PREMISES. Landlord, for and in
consideration of the covenants contained in this Lease and made
on the part of Tenant, does hereby lease unto Tenant and Tenant
does hereby lease from Landlord the real property described in
Exhibit A attached hereto, and the improvements now or hereafter
located thereon (the "Premises"), situated AT 0000X Xxxxxxx
Xxx., Xxxxxx Xxxxxxx 00000, to have and to hold the same, for
the term and on the conditions hereinafter provided. The
Premises shall include the building (the "Building"), parking
areas, the outdoor display area (the "Outdoor Display Area"),
the trailer display and other display areas, and other related
improvements, as reflected in the Site Plan attached as part of
Exhibit B.
(b) APPROVALS. Landlord shall be responsible for
obtaining, at Landlord's expense, all zoning and use approvals
necessary for operation of the Premises by Tenant for the
Intended Use (as hereinafter defined), including all zoning,
use, variances and other approvals necessary for all aspects of
the Intended use, including, without limitation, the Outdoor
Display Area, and the sidewalk and trailer display areas, as
reflected on Exhibit B attached hereto, but specifically
excluding Tenant's business licenses (the "Landlord Approvals").
Tenant shall be responsible for obtaining, at Tenant's expense,
a building permit for Completion of any tenant improvements
installed by Tenant on the Premises, it any, and any approvals
necessary in connection with Xxxxxx's signage (the "Tenant
Approvals").
2. TERM Tenant shall have and hold the Premises for an
initial term of fifteen (15) years commencing on February 1
2005 (the "Commencement Date") and ending on the last day of
(the month which is one hundred eighty 180) full months after
the Commencement Date. The "Term" shall mean the original term
of this Lease, plus any extensions pursuant to the terms of this
Lease. A "Lease Year" shall mean each twelve (12) month period
of the Term commencing on the Commencement Date and every
anniversary thereof, provided, however, if the Commencement Date
is on a date other than the first (1st) day of a month, the
first Lease Year shall be extended to, include the number of
days from the Commencement Date to the first day of the next
succeeding month.
3. OPTION TO EXTEND TERM Tenant shall have the right to
extend the Term for three (3) successive periods of five (5)
years each on the terms and conditions contained in this Lease,
upon written notice in writing to Landlord given at least one
hundred eieghty (180) days prior to the expiration of the
initial Term or any extended Term. In the event Tenant fails to
deliver such extension notice on or before such date, Tenant
shall be deemed to have waived its right to extend the Term for
the applicable extended Term and any successive extended Terms.
4. ANNUAL RENT/FIXED.
(a) RENT COMMENCEMENT. Tenant's liability for rent
shall commence on the Commencement xxxx, subject to the terms
and conditions of this Lease. Tenant, in consideration of the
covenants made by Landlord, covenants and agrees to pay to
Landlord as rent for the Premises during the Term, and any
extension thereof, the annual basic rent as set forth on Exhibit
C, attached hereto and made a part hereof (collectively, the
"Annual Rent"), payable in advance in equal monthly installments
commencing on the Commencement Date and on the first (1st) day
of every calendar month thereafter (each, a "Due Date"), as set
forth on Exhibit C. If the Commencement Date is a day other than
the first day of a calendar month, the first rental payment and
the last rental payment shall be the pro-rata portion of such
rent for days contained in such fractional month. Rent shall be
paid to Landlord at the address set forth on Exhibit C or at
such other address as Landlord may designate by written notice
to Tenant.
(b) MONTHLY INSTALLMENTS. All monthly installments of
Annual Rent shall be paid on or before the Due Date in United
States Dollars, without prior demand or offset except as
specifically permitted under this Lease. Any monthly
installment of Annual Rent made more than ten (10) days after
the Due Date shall bear interest at the rate of twelve percent
(12%) per annum until paid.
5. NET LEASE. In addition to the Annual Rent, Tenant shall
be responsible for payment of real estate taxes, personal
property taxes, insurance premiums and utilities and other
charges related to the Premises in order to make the Annual Rent
payable to Landlord, net of all customary expenses of operating
the Premises, as follows:
(a) REAL ESTATE TAXES AND PERSONAL PROPERTY TAXES.
From and after the Commencement Date and during the Term of this
Lease and any renewals thereof, Tenant shall also be responsible
for the payment of all real estate property taxes ("Property
Taxes") assessed against the premises. Landlord shall furnish
Tenant With a copy of each tax statement or shall direct the
auditor of County where the Premises is 1ocated to furnish
Tenant the tax statement, and Tenant shall pay same before same
is delinquent. Tenant shall also be responsible for the payment
of all personal property taxes, costs and expenses which are due
or accrue pursuant to any "easement, declaration or other
agreement of record, and all other governmental taxes, including
any tax imposed on Tenant's rent, impositions and charges of
every kind and nature, extraordinary or ordinary, general or
special, unforeseen or foreseen, whether similar or dissimilar
to any of the foregoing, which at any time during the Term will
become due and payable by Landlord or Tenant and which are
levied, assessed or imposed upon or with respect to or will
become a lien upon, the Premises or any portion thereof, or any
interest of Landlord or Tenant therein. under or by virtue of
any present or future law, statute, charter, ordinance,
regulation or other requirement of any governmental authority,
whether federal, state, county, city, municipal or otherwise.
(b) INSURANCE. From and after the Commencement Date
and during the Term of this Lease, Tenant shall procure and keep
in effect during the Term the insurance required under Section
13 of the Lease. In case Tenant will at any time fail, neglect
or refuse to insure the Premises and buildings and improvements
thereon and to keep the same insured as hereinabove provided,
then Landlord may at its election, procure or renew such
insurance, and any amounts paid therefor by Landlord together
with interest thereon at a rate of twelve percent (12%) per
annum will be included together with any other Annual Rent, if
any, due on the first day of the next calendar month after any
such payment.
(c) ASSESSMENTS From and after the Commencement Date
and during the Term of this Lease, Tenant shall pay, as they
become due and payable, all assessments and other charges or
governmental impositions levied upon or assessed against the
Premises, including but not limited to, assessments for sewer or
water, on or before same is delinquent; provided, however, that
Tenant may, in its own name, dispute and contest the same, and
in such case, disputed items shall be paid under protest until
finally adjudicated to be valid. All court costs, interest and
penalties relating to any such dispute shall be paid by Xxxxxx;
Tenant will indemnify and hold Landlord harmless from any and
all expenses, costs, and liabilities in connection with any such
contest. Landlord will cooperate with Xxxxxx and execute any
documents or pleadings required for such purpose.
(d) UTILITIES AND OTHER CHARGES. Landlord, at
Landlord's expense, shall cause all utilities serving the
Premises to be separately metered. Tenant agrees to pay all
charges made against the Premises for utility usage; including
electricity, fuel, gas, heat, water, power and refrigeration and
all other utilities as and when due during the Term of this
Lease and any renewals thereof and all other charges of every
kind and nature, extraordinary or ordinary, general or special,
unforeseen or foreseen, whether similar or dissimilar to any of
the foregoing, incurred in the use, occupation, maintenance,
operation or possession of the Premises throughout the Term and
any renewals thereof, and will indemnify, protect and save
harmless Landlord from any liability therefor.
Tenant shall make arrangements for all utilities serving
the Premises and all other services the Premises to bill Tenant
directly for monthly usage charges during the Term of this
Lease. Tenant shall maintain the temperature of the Building on
the Premises at a temperature sufficient to prevent damage to
the water system caused by freezing. Tenant shall pay all
utility bills and statements and other charges promptly to
insure that no liens attached to the Premises due to lack of
payment of same. Xxxxxxxx has the right to declare this Lease in
default in the event a lien is filed against the Premises.
Landlord may pay any unpaid utility charges at its option and,
in such event, Tenant shall reimburse Landlord for any such
payments.
6. QUIET POSESSION.
(a) POSSESSION. Provided Tenant complies with the
terms of this Lease, Landlord represents; warrants and
guarantees to Tenant quiet and undisturbed possession of the
Premises for the Term; and further represents and warrants to
Tenant that Landlord has full right and lawful authority to
enter into this Lease, and is lawfully seized of the Premises,
free and clear of all tenancies, liens and encumbrances superior
in rights to this Lease, except for real estate taxes not yet
due and payable, and the exceptions described on Exhibit D
attached hereto which have been approved by Tenant (collectively
the "Permitted Exceptions").
(b) APPLICABLE LAW. The Premises are subject to
applicable statutes, ordinances and regulations. Based on the
Landlord Approvals, Landlord represents and warrants that the
Tenant's Intended Use of the Premises, including. without
limitation, the Outdoor Display Area, and the other display
areas described on the Site Plan attached as part of Exhibit B
will not violate such statutes, ordinances or regulations.
Landlord further represents and warrants that, to the best of
its knowledge, the Premises and the Intended Use comply and
conform to the requirements of all governmental authorities
applicable to the Premises, including, without limitation,
planning and zoning rules and regulations, and building, health
and fire codes.
(c) INTENTIONALLY OMITTED
(d) INTENTIONALLY OMITTED
(e) SUBORDINATION: ATTORNMENT: NONDISTURBANCE. At the
option of any first mortgagee of the Premises, this Lease shall
be subordinate at all times to the lien of such mortgage or deed
of trust existing or that may hereafter be placed upon the
Premises, and to any and all advances made thereunder, provided
that such subordination shall not become effective unless and
until the proposed mortgagee or beneficiary shall have executed
and delivered to Tenant a Subordination, Non-Disturbance and
Attornment Agreement reasonably acceptable to Tenant
(hereinafter referred to as the "Nondisturbance Agreement").
In the event Landlord has not furnished Tenant with an
executed Nondisturbance Agreement from any such mortgagee or
beneficiary within siixty (60) days from the later of (i) the
date the mortgage instrument is recorded, or (ii) the date of
this Lease. Tenant shall have the right to terminate this Lease
by written notice to Landlord and immediately receive from
Landlord any and all prepaid rents deposits and other sums paid
by Tenant on account of this Lease.
(f) ADA COMPLIANCE. Landlord covenants and agrees that
at its own expense, and without any right of reimbursement from
Tenant, it shall take such actions as shall be necessary to
cause the Premises, to fully and timely comply with the
requirements of all governmental authorities applicable to the
Premises, including, without limitation, planning and zoning
rules and regulations, building, health and fire codes, the
"American with Disabilities Act" of 1990 as amended and the
Federal regulations promulgated thereunder (the "Disabilities
Act"); provided, however, that, with respect to the Disabilities
Act, the parties agree as follows:
(i) Each Party shall have responsibility under
the Disabilities Act for its own standards, criteria, po1icies,
practices, and procedures
(ii) Tenant shall have the responsibility for the
provision of "'a1ixi1iary aids and services" (as such term is
used in the Disabilities Act) to its customers, if and to the
extent required in connection with its operation of its business
on the Premises.
(iii) Except as provided in subsection (iv)
below, Landlord shall have responsibility for the removal of
barriers, where such removal is required by the Disabilities
Act.
(iv) Tenant shall have the responsibility for the
removal of barriers, if any, created by its trade fixtures and
leasehold improvements made by Tenant, where such removal is
required by the Disabilities Act.
(v) Where barrier removal is not required by the
Disabilities Act, but the use of alternative methods of
providing access is required, Landlord shall have responsibility
for the use of such methods except to the extent that the
Disabilities Act required alternative methods that involve
services by Xxxxxx's employees for the retrieval or delivery of
Tenant's inventory.
(vi) Where alterations made by either party
trigger path of travel requirements under the Disabilities
Act, responsibility for satisfying such requirements shall rest
on the party making such alterations.
7 USE OF THE PREMISES. Tenant shall use the Premises
primarily for the sale of farm, home and auto supplies, and any
incidental or accessory uses relating thereto, including the
display of, merchandise in the Outdoor Display Area, on the
sidewalks in front of the Building, and in the trailer display
area, all as reflected on the Site Plan attached as Exhibit B
(the "Intended Use"), and in accordance with all Laws (as
defined below). In addition, Tenant shall have the right to use
the Premises for any other lawful purpose provided the written
consent of Landlord shall have been obtained, which consent
shall not be unreasonably withheld or delayed. Tenant shall not
permit or suffer the use of the Premises for any unlawful
purpose. Landlord specifically acknowledges that the Laws (as
defined below) in effect as of the Effective Date permit Tenant
to erect racking and other display facilities in the Outdoor
Display Area reflected on Exhibit B. The Laws in effect as of
the Effective Date also permit Tenant to enclose the Outdoor
Display Area with fencing. In addition, the Laws in effect as of
the Effective Date permit Tenant to display seasonal merchandise
in the areas designated on the Site Plan attached as Exhibit B.
Tenant shall at its sole expense comply with all laws,
regulations, ordinances, policies and orders of any federal
state or local governmental body (collectively, "Laws") in
accordance with the Landlord Approvals relating to the use,
occupation of operation of the Premises.
8. RESERVED
9. EMINENT DOMAIN
(a) TAKING. As used herein the term "Taking" shall
mean any taking of all or any part of the: Premises or of the
Building in which the Premises are located or any access thereto
by right of eminent domain, by a deed in lieu thereof; or
otherwise. Landlord shall give Tenant prompt notice of any
pending or threatened Taking and shall provide Tenant with
copies of all notices or other information related to any
negotiations, communications, or government actions related to a
threatened Taking.
(b) TERMINATIQN BY TENANT OR LANDLORD. If, during the
Term, more than 50% of the Premises or the Building shall be
taken by, or conveyed to, any public authority under the power
of eminent domain, then the term of this Lease shall cease as to
that part so taken or conveyed on the date the possession of
that part shall be :required for public use, and any rental paid
in advance of such date shall be refunded to Tenant, and
Landlord and Tenant shall each have the right to terminate this
Lease upon written notice to the other, which notice shall be
delivered within thirty (30) days following the date notice is
received of such taking, and all rent and other charges due
under this Lease shall be apportioned to such date.
In addition, if as a result of a Taking {i) there is any
material adverse change in access from the Building to Western
Avenue (SR 9 & SR 15), or (ii) or the parking ratio for the -
Building is reduced below fifty (50) parking spaces, or (iii)
the repairs to the portion of the Premises subject to the Taking
cannot, in Tenant's reasonable judgment, be repaired within one
hundred eighty (180) days, then, and in any of such events,
Tenant may terminate this Lease by written notice to Landlord
delivered within thirty (30) days after the Taking and all rent
and other charges due under this Lease shall be apportioned to
the date title vests pursuant to such Taking.
(c) RESTORATION- If this Lease is not terminated as
hereinabove provided then:
(i) Landlord shall at its sole expense promptly
repair and rebuild the Building to a complete architectural
unit.
(ii) Between the date of Taking and thirty (30)
days following the completion of repairing and rebuilding the
Premises, all rent and other charges payable to Tenant to
Landlord hereunder shall be equitably abated to the extent that
the Premises are not, in Xxxxxx's reasonable judgment, suitable
for the conduct of Xxxxxx's Intended Use.
(iii) Upon the completion of such repairs and
rebuilding, and thereafter throughout the balance of the Term,
rent and other charges due Landlord hereunder shall be reduced
in that proportion which the number of square feet of area of
the Premises taken bears to the total number of square feet of
area of the Premises existing immediately prior to such Taking.
(iv) All damages awarded for such tiling or
convenience shall belong to and be the property of Landlord,
whether such damages be awarded as compensation for -diminution
in value of the leasehold or to the fee of the Premises;
provided, however; Landlord shall not be entitled to any portion
of any separate award or payment made to tenant for removal and
reinstallation of fixtures, loss of business, or moving
expenses.
10. MAINTENANCE AND REPAIR .
(a) HVAC AND BUILDING SYSTEMS. Landlord represents and
warrants to Tenant that, as of the Commencement Date, the
heating ventilating, and air conditioning (collectively the
"HVAC') tile plumbing, mechanical, electrical and roof systems
in or serving the Premises are new, have been tested and are in
complete working order, meet the specifications for the
Premises, and are acceptable for Tenant's Intended Use and in
conformity with all requirements of applicable governmental
authorities. During the first Lease Year, Landlord shall; upon
notice, repair or replace, or cause to be repaired or replaced,
without cost or expense to Tenant any defective HVAC, plumbing,
mechanical, electrical and roof systems on or serving the
Premises.
(b) MAINTENANCE OBLIGATIONS. During the term of the
Lease Agreement, and subject to Landlord's obligations during
the first Lease Year provided in Section l0(a), above, Tenant
shall be responsible for all maintenance to the Premises and the
Building, including, without limitation, snow and ice removal
and lawn care, and repairs and replacements to the Premises and
the Building; and shall return the Premises to the Landlord at
the expiration of the term of the Lease in as good a state of
repair as when the Tenant's occupancy started, reasonable wear
and tear excepted.
(c) RIGHT TO CORRECT. If either party fails to perform
its replacement repair or maintenance obligations hereunder,
then the nondefaulting party, after thirty (30) days written
notice to the defaulting party or upon such shorter notice as
may be reasonable in the event of an emergency; provided,
however, other than in the case of an emergency, if such default
cannot be cured within thirty (30) days despite diligent efforts
and such defaulting party commences to cure within such thirty
(30) day period, and thereafter pursues such cure diligently to
completion, then the cure period shall be extended for such
additional period as shall be necessary to complete such cure,
but not to exceed sixty (60) days.
If the defaulting party is Xxxxxx and Xxxxxx fails to
reimburse Landlord for the cost of replacements, repairs or
maintenance so performed by Landlord within thirty (30) days
after Xxxxxx receives from Landlord a statement setting forth
such cost, then the cost to Landlord of performing the same
shall be deemed additional Rent
If the defaulting party is Landlord and Xxxxxxxx fails to
reimburse Tenant for the cost of replacements, repairs or
maintenance so performed by Tenant within thirty (30) days after
Landlord receives a statement setting forth such cost, then
Tenant may offset the cost to Tenant of performing the same
against the rent and other charges due from Tenant under this
Lease.
(d) ASSIGNMENT OF WARRANTIES. All third-party
warranties related to the HVAC, the roof, and other building
systems, are hereby assigned to Tenant.
11. ALTERATIONS AND IMPROVEMENTS
(a) ALTERATIONS OR IMPROVEMENTS BY TENANT Tenant may,
at its expense, make any interior nonstructural alterations or
improvements to the Premises which it may deem desirable, but it
shall make them in a good and workmanlike manner and in
accordance with a1l applicable governmental requirements. The
Landlord, without expense to itself, shall cooperate with Tenant
in securing building permits or other authorizations necessary
from time to time for any such work by Xxxxxx.
In addition, Tenant may also make structural alterations or
improvements to the Premises with Xxxxxxxx's prior written
consent, which consent shall not be unreasonably withheld or
delayed. If Landlord fails to consent or object in writing to
any alterations or improvements proposed by Tenant to Landlord
within fifteen (15) day after Tenant so requests, Landlord shall
be deemed to have consented to such structural alterations or
improvements.
If any mechanics' or materialmen's liens are filed arising
from any work by Xxxxxx with respect to the Premises, Tenant
shall satisfy or otherwise remove such liens of record from the
Premises within thirty (30) days of notification thereof by
Landlord (If Tenant disputes the claim. in good faith Tenant
sha11 have the right to contest the same in a court of competent
jurisdiction, provided Tenant deposits a reasonable escrow fund
with Landlord or otherwise has the lien bonded during such
proceedings).
(b) INTENTIONALLY OMITTED.
(c) END OF TERM. All installations, additions,
hardware, fixtures and improvements, temporary or permanent, in
or upon the Premises, whenever and whether placed there by
Tenant or Landlord, shall be Landlord's property and shall
remain upon the Premises upon termination of the term by lapse
of time or otherwise, all without compensation, allowance or
credit to Tenant; provided, however, if prior to such
termination or within 10 days thereafter Landlord so directs by
notice, Tenant shall promptly remove the installations,
addition, hardware, non-trade fixtures and improvements which
were placed in the Premises by Tenant and which are designated
in the notice, failing which Landlord may remove the same and
Tenant shall pay the cost thereof.
12. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY
(a) DESTRUCTION: RIGHTS OF PARTIES. If the Premises
(including all improvements and alterations thereon, whether
made by Landlord or Tenant) shall be damaged or destroyed by
fire, the elements, unavoidable accident or other casualty,
whether in whole or in part, the Landlord, at its sole cost and
expense shall, Within nine (9) months from the date such damage
or destruction occurs (the "Expected Completion Date") promptly
and With due diligence repair and rebuild the Premises to the
condition existing just prior to such damage or destruction to
the extent Tenant makes available to Landlord insurance proceeds
sufficient to permit Landlord to repair and rebuild the Premises
to the condition existing just prior to such damage or
destruction. If Landlord determines in good faith that the
Premises cannot be so repaired and rebuilt by the Expected
Completion Date, Landlord, shall Within thirty (30) days from
the date of such damage or destruction give written notice to
Tenant of the date when the Premises Will be completely repaired
and rebuilt (the "Revised Expected Completion Date"), whereupon,
either Landlord or Tenant shall have the option to terminate
this Lease by written notice to the other party within ten (10)
days thereafter and this Lease shall be deemed to have
terminated as of the date of such damage or destruction.
Notwithstanding anything contained in this section Tenant
shall have the further right to terminate this Lease by written
notice to Landlord within ten (10) days from the occurrence of
the following event: Landlord does not completely repair and
rebuild the Premises by the Expected Completion Date, subject to
force majeure.
13. INSURANCE; WAIVER OF SUBROGATION/INDEMNIFICATION
(a) LIABILITY INSURANCE. Tenant shall procure and keep
in effect during the Term general liability insurance covering
against damage to persons or property or for loss of life or of
property occurring upon, in or about the Premises, with a
combined single limit of not less than Three Million Dollars
($3,000,000.00) for each occurrence. Landlord (and Xxxxxxxx's
mortgagee) shall be listed as additional insureds on such
insurance; as their interests appear. Tenant shall deliver to
Land1ord certificates of insurance evidencing such coverages
within ten (10) days of the Commencement Date, or any renewal
date of this Lease, or not less than thirty (30) days prior to
expiration of any existing policy; Tenant shall also procure and
keep in effect during the Term, plate glass coverage, and fire
and extended coverage for its furniture, fixtures, equipment,
merchandise, leasehold improvements; inventory, and all other
items of Tenant's property on the Premises, Written on an All
Risk and Replacement Cost basis.
All such policies shall be issued by entities satisfactory
to Landlord and its mortgagee. Landlord (and Xxxxxxxx's
mortgagee) shall be listed as additional insureds on such
insurance, as their interests appear. Tenant shall deliver to
Landlord certificates of insurance evidencing such coverages on
or before the Cornmencement Date, or any renewal date of this
Lease, or not less than thirty (30) days prior to the expiration
of any existing policy. In the event Tenant shall fail to
procure such insurance, Landlord may, at its option, procure the
same for the account of Tenant, and the cost thereof shall be
paid to Landlord immediately upon receipt by Tenant of bills
therefor. All insurance required by this Lease may be carried
under blanket policies maintained by the party required to
maintain such insurance or may be carried under a combination of
primary insurance and umbrella coverage.
(b) PROPERTY INSURANCE. Tenant shall, at all times
during the Term of this Lease and at its sole cost and expense,
procure and keep in effect insurance on the Building, machinery,
equipment, fixtures and other improvements, alterations and
appurtenances now located, or which may be erected or located,
therein, thereon, or adjacent thereto (collectively, the
"Improvements") against loss or damage by fire and other risks
now embraced by so called broad form special form coverage in
amounts at all times sufficient to prevent Landlord or Tenant
from becoming co-insurer under the terms of the applicable
policies with "agreed amount", "inflation guard" and
"replacement cost" endorsements, but in any event in an amount
no less than amounts requited by Landlord's Mortgagee but in no
event less than 100% of the then full replacement value of the
insurable portion of the Improvements.
Landlord (and Xxxxxxxx's mortgagee) shall be listed as
additional insureds on such insurance, as their interests appear
and Landlord's mortgage shall be named as loss payee and the
"special form" coverage.
(c) SUBROGATION. Landlord and Tenant agree that with
respect to any property loss which is covered by insurance then
being carried or required to be carried by them hereunder, the
one suffering such loss and carrying or required to carry such
insurance releases the other of and from any and all claims;
defense costs and expenses with respect to such loss. Landlord
and Xxxxxx further agree that each of their insurance policies
(insuring the improvements in the case of Landlord, and Xxxxxx's
personal property; in the case of Tenant) shall provide for an
appropriate waiver of subrogation reflecting this release.
Tenant shall within fifteen (15) days after request by the
Landlord deliver: to Landlord a certificate of insurance and a
receipt of insurance and a receipt evidencing that the insurance
requited by this Lease is paid in full and in full force and
effect. No insurance required by this Lease shall be cancelable
except after (30) days notice to Landlord. All insurance
requited by this Lease may be carried under blanket policies
maintained by the party required to maintain such insurance or
may be carried Under a combination of primary insurance and
umbrella coverage. All insurance policies required by this Lease
sha1l be written by solvent and responsible insurance companies
authorized to do business in the state in which the Premises are
located which are well rated by national rating organizations.
(d) INDEMNIFICATION. Xxxxxxxx agrees to indemnify and
hold Tenant harmless from and against any and all claims,
liabilities, damages, causes of action, costs and expenses,
including reasonable attorneys' fees, for personal injury,
death, property damage, and other losses occurring: in or as the
result of gross negligence or willful misconduct of Landlord,
its agents, employees or contractors, excluding, however,
damages arising solely out of the negligence of the Tenant or
Tenant's employees, agents or contractors.
Tenant agrees to indemnify and hold Landlord harmless from
and against any and all claims, liabilities, damages, causes of
action, costs and expenses, including reasonable attorneys'
fees, for personal injury, death, property damage, or other
losses occurring in the Premises, or arising out of any failure
of the Tenant to perform any of its obligations under the Lease,
or resulting from the acts or omissions of the Tenant, its
agents, employees or contractors, excluding, however, damage
arising sole out of the negligence of the Landlord, or
Landlord's employees, agents or contractors.
14. TENANT'S PROPERTY AND FIXTURES. Landlord hereby waives
any right to distraint and any Landlord's lien or similar lien
on all personal property in or on the Premises, including
Xxxxxx's moveable trade fixtures, furniture, inventory and
equipment, whether owned by Tenant or any other person, and the
same shall be and remain the personal property of Tenant, exempt
from the claims of Landlord or any mortgagee or lienholder of
Landlord without regard to the means by which the same are
installed or attached. Tenant may, at any time during the
continuance of its tenancy or upon vacating the Premises, remove
all such personal property, including Xxxxxx's moveable trade
fixtures, furniture and equipment, which Tenant owns: or may
have installed or placed at its own expense on the Premises or
which it furnished and Landlord installed. If such removal
damages any part of the Premises, the Tenant shall repair such
damage,
15 ASSIGNMENT/SUBLETTING
(a) TRANSFER. As used herein, a "Transfer" shall mean
the assignment of this Lease or the Transfer or the subletting
of all or any part of the Premises by Tenant. Except as provided
in subsection (b) below; Tenant may not effect of cause a
Transfer without Landlord's written consent, which consent shall
not be unreasonably withheld, conditioned or delayed.
(b) PERMITTED TRANSFERS. Notwithstanding anything to
the contrary contained in this Lease, without the Landlord's
prior consent, Tenant may:
(i) Transfer the Premises or any portion thereof
to any "affiliate company" An "affiliate company" shall mean,
for purposes of this subsection any corporation partnership or
other business entity under common control and ownership with
the Tenant, or with the parent or any subsidiary of the Tenant
or Tenant's parent.
(ii) Merge into or consolidate with any
corporation.
(iii) Transfer the Premises; or ally portion
thereof, to any buyer of all or substantially all of the
business operations of Tenant, provided that, as of the
effective date of the Transfer, provided however such buyer
shall be subject to all of the terms and conditions of this
Lease.
(iv) Transfer the Premises to any franchisee or
licensee of the Tenant, provided however, such transferee shall
be subject to all of the tem1S and conditions of this Lease
(v) Effectuate a Transfer in connection with the
sale or transfer of all or any portion of the outstanding stock
of Tenant.
Landlord does not have to recognize an assignee of a
Transfer described in (c) (i) through (v) until such time as
Landlord has received written notice of such Transfer and the
assignee has agreed in writing to observe all of the obligations
of Tenant hereunder. Xxxxxx agrees to give Landlord written
notice within thirty (30) days of any Transfer described in (c)
(i) through (v) above. No Transfer shall be deemed to release
Tenant from any obligations under this Lease unless specifically
agreed to in writing by Landlord. which agreement may be
withheld by Landlord in its sole discretion.
16 TAXES
(a) PERSONAL PROPERTY TAXES. Tenant shall pay when due
taxes levied upon the personal property owned or leased by
Xxxxxx and kept on the Premises.
(b) TAX CONTESTS. Landlord and Tenant may in good
faith contest any such taxes if the contesting party protects
the other parties interest in the Premises by means reasonably
satisfactory to the party not contesting such taxes.
17. DEFAULT
(a) TENANT DEFAULT. If Tenant shall default in the
payment of rent to be paid by Tenant under, this Lease or in the
compliance with any provision of this Lease and such default of
Tenant shall continue uncured for ten (10) days in the case of a
monetary default or thirty (30) days in the case of a non-
monetary default after written notice thereof from the Landlord,
then the Landlord, may (i) terminate this Lease, or (ii) re-
enter the Premises by summary proceedings, in either event,
removing Tenant and removing all property from the Premises, and
to the extent Landlord terminates Tenant's possessory rights
without terminating this Lease, using reasonable efforts to
relet the Premises for the reasonable market value, and receive
the rent therefrom and apply such rent to the Annual Rent and
other charges due under this Lease; provided, however, Tenant
shall remain liable for the amount of all rent for the entire
term of this Lease less the monies actually collected from such
re-renting which Landlord shall apply to relet and other charges
due under this Lease, if any. Notwithstanding the foregoing, in
the case of a non-monetary default, if such non-monetary default
is not reasonably capable of being cured within the original
thirty (30) day period, then the period for curing such default
shall be extended for so long as Tenant is proceeding with
reasonable diligence to cure such default. In no event may
Landlord accelerate or otherwise require Tenant to pay Tent
prior to the date such rent would otherwise be due.
If a petition in bankruptcy shall be filed by Tenant or
Tenant shall be adjudicated a bankrupt, or Tenant shall make a
general assignment for the benefit of creditors, or if due to
any proceeding based upon the insolvency of Tenant, a receiver
of ill of the property of Tenant shall be appointed and shall
not be discharged within sixty (60) days after such appointment,
then Landlord may terminate this Lease by giving written notice
to Tenant of its intention to do so. Landlord shall use
reasonable efforts to mitigate its damages upon a default by
Tenant under this Lease.
If Tenant shall from time to time fail to perform any act
or acts required of Tenant pursuant to Articles 5 or Sections
l3(a) or (b) of this Lease and if such failure continues for
thirty (30) days after receipt of notice from Landlord, Landlord
shall then have the right, at Landlord's option, to perform such
act or acts, in such manner as Landlord deems reasonably
necessary, and the full amount of the cost and expense so
incurred shall immediately be owing by Tenant to Landlord. No
delay on the part of either party in enforcing any .of the
provisions of this Lease shall be considered as a waiver
thereof. Any consent or approval granted by either party under
this Lease must be in writing and shall not be deemed to waive
or render unnecessary the obtaining of consent or approval with
respect to any subsequent act or omission for which consent is
required or sought.
(b) LANDLORD DEFAULT. If Landlord defaults in the
compliance with any provision of this Lease and such default of
Landlord continues uncured for thirty (30) days after Written
notice from Tenant to Landlord. then in addition to all other
rights and remedies provided by law and in equity Tenant shall
have the right to cure such default and Landlord shall reimburse
Tenant within thirty (30) days after receipt of reasonable
written evidence of such costs incurred by Xxxxxx.
Notwithstanding the foregoing; if such default is not reasonably
capable of being cured within thirty (30) days. then the period
for curing such default shall be extended for so long as
Landlord is proceeding with reasonable diligence to cure such
default. If any such default by Landlord continues uncured for
ninety (90) days after Written notice from Tenant. then. in
addition to its other rights. Tenant shall have the right to
terminate this Lease by Written notice to Landlord.
(c} GO-DARK/RECAPTUTE Landlord acknowledges that
Tenant shall have no obligation to continuously operate in the
Premises, however, should Tenant fail to continuously operate
for a period of ninety (90} consecutive days, Landlord may, upon
thirty (30) days' written notice to Tenant (the "Termination
Date") terminate this Lease, unless Tenant, during such thirty
(30) day period, reopens the Premises for business. In the event
Landlord terminates pursuant to this provision, the Tenant shall
be responsible for all Rent and other charges due under this
Lease through the Termination Date, and following termination,
Tenant and Landlord shall be released from any further
obligations under this Lease.
18. TENANT'S EXCLUSIVE USE/NON-DISTURBANCE. Landlord
covenants that it will not (except as to the Premises)
construct, lease or occupy, or permit to be constructed, leased
or occupied, a farm, ranch or feed retail store on any real
property (collectively, the "Property") which Landlord (or any
affiliate or partner of Landlord, or any entity in which
Landlord possesses an interest) owns, now or during the Term of
this Lease, within a five (5) mile radius of the Premises. The
covenants and restrictions contained' in this section are for
the benefit of the Premises, shall run with the Property and
inure to and pass with the Premises, and shall be binding upon
any and all successive owners of the Property herein restricted.
Landlord covenants that in the event Landlord shall hereafter
sell the Property or any portion thereof, or any interest
therein, it will impose or cause to be imposed in the documents
of transfer a restriction preventing and prohibiting the grantee
or any future owner from using the Property so sold in violation
of the foregoing covenants and restrictions during the term of
this Lease. At the request of Xxxxxx, Landlord shall record an
instrument or instruments setting forth the covenants contained
in this Section 18. Landlord covenants that in the event of a
breach of the foregoing covenants and restrictions, it will use
its best efforts to enforce such provisions. Notwithstanding the
preceding sentence, in the event a violation of any of the
covenants and restrictions set forth in this section continues
for more than one hundred eighty (180) days, Tenant, in addition
to any other rights or remedies under law it may have as a
result of such violation, shall have the option to terminate
this Lease upon Written notice to Landlord whereupon this Lease
and the tenancy created hereunder shall cease. In the event
Landlord acquires ownership or control of property which already
contains a use prohibited by this Section (a "Pre-Existing
Use"), Landlord's ownership or control of such property
containing a Pre-Existing Use shall not be considered a
violation of this Section.
19. SURRENDER OF PREMISE. At the expiration of the Term,
Xxxxxx shall leave and surrender the Premises in good order and
condition, excepting reasonable wear and tear and any insurable
loss or damage by fire, the elements, casualty and as otherwise
provided herein.
20. HOLDOVER. Any holding over after the expiration of the
Term shall create a month-to-month tenancy, and shall otherwise
be on the same terms and conditions as specified in this Lease
as far as applicable, except that Annual Rent shall be 150% of
the Annual Rent then in effect at the end of the applicable
Tenn. Nothing herein contained will be deemed to give Tenant the
right to hold over and Tenant covenants that on the last day of
the Term it will peaceably leave and quietly surrender the
Premises.
21. SATEILITE COMMUNICATIONS DISC AND EQUIPMENT. Xxxxxxxx
agrees that during the term of this Lease, Tenant shall have the
right to install a satellite communications disc and related
equipment, subject to applicable Laws. Tenant shall do so at its
own cost and expense and in accordance with all applicable Laws.
Additionally, Tenant shall defend, indemnify and hold Landlord
harmless from and against any claims, costs or expenses incurred
by Landlord as a result of such installation by Tenant; If
Tenant shall install such equipment, Tenant shall be responsible
for the maintenance and repair thereof, at Tenant's sole cost.
At the expiration or other termination of the Lease, said
equipment shall remain the property of Tenant, and may be
removed by Tenant, provided that Tenant shall repair any and all
damage caused by such removal.
22. SIGNS Subject to applicable Laws, Tenant shall have
the right to install, maintain and replace on the Premises
Tenant's standard signs and logos, including the installation of
a pylon sign, the general specifications for which are set forth
in Exhibit E attached hereto. Landlord warrants that, to the
best of Landlord's knowledge, the Permitted Exceptions do not
prohibit Tenant's standard signs and 1ogos. Tenant shall obtain
any and all applicable permits from the locality in which the
Premises are located for the installation, maintenance and
replacement of such, signs and logos.
23. ENVIROMENTAL.
(a) LANDLORD REPRESENTATIONS. Landlord warrants.
represents and covenants that. to its knowledge. and except as
disclosed in the Phase I Environmental Site Assessment dated May
3, 2004 and prepared by Xxxxxxxxx Engineering there are no
"Regulated Substances" (as defined herein) in, on. or released
or being released from under the land, including, but not
limited to, the Premises, and, except for the acts of Tenant or
any agent or party acting at the discretion or with the consent
of Tenant, that the Premises will remain in that condition
during the Term of this Lease. "Regulated Substances" shall
include "hazardous waste", "hazardous substances", "asbestos or
asbestos containing materials", "regulated substances",
"petroleum", "polychlorinated biphenyls", and other substances
or chemicals regulated pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act, 42
U.S.C. 9601-9675, the Solid Waste Disposal Act, 42 U.S.C. 6901-
6991i, the Toxic Substances Control Act, 15 U.S.C. 2601-2692,
and the regulations promulgated under those federal statutes,
and the analogous and other state environmental laws and
regulations. Landlord specifically represents that there are no
asbestos or asbestos containing materials in the Premises.
Landlord shall comply with all governmental requirements,
including, without limitation, financial
responsibility/assurance requirements, relating to any
underground storage tanks located in, on or under the Premises.
(b) LANDLORD INDEMNIFICATION. Xxxxxxxx agrees to
indemnify, hold harmless and defend Tenant from any and all
claims, damages, fines, judgments, penalties, costs, liabilities
or loss (including, without limitation, any and all sums paid
for settlement of claims, reasonable attorneys' fees consultant
and expert fees) arising during or after the Term from or in
connection with any inaccuracy in or breach of any covenant,
warranty, representation, or obligation of Landlord set forth in
this section.
(c) TENANT INDEMNIFICATION. Tenant shall not cause or
permit any Regulated Substances to be used, stored, generated,
or disposed of, on, in, or about the Premises, except in the
ordinary course of Tenant's business and in compliance with
applicable Laws. Nothing in this section shall be construed to
hold Landlord responsible for the activities of Tenant or any
agent or party acting at the discretion or with the consent of
Tenant or for Regulated Substances introduced into or onto the
Premises by Tenant or any agent or party acting at the
discretion or with the consent of Xxxxxx, and Xxxxxx agrees to
indemnify, hold harmless and defend Landlord from any and all
claims, damages, fines, judgments, penalties, costs, liabilities
or loss (including, without limitation; any sums paid for
settlement of claims, reasonable attorneys' fees, consultant and
expert fees) arising during or after the Term and directly
caused by Xxxxxx's introduction or any agent or party acting at
the discretion or with the consent of Tenant of Regulated
Substances into or onto the Premises.
24. MEMORANDUM. Xxxxxxxx and Xxxxxx agrees that at any
time on request of the other party. both parties shall execute
a: memorandum of lease {a "Memorandum of Lease" ) setting forth
the minimum requirements required by applicable state law. and
the party requesting such Memorandum of Lease: shall be
permitted to record the Memorandum of Lease, in the appropriate
land records of the jurisdiction in which the Premises is
located, at its option arid expense.
25 NOTICES. Notices to Landlord and Tenant shall be sent
by (a) first class mail, postage prepaid, registered or
certified mail, return receipt requested, (b) hand delivery, or
(c) overnight mail service, addressed as follows:
If to Landlord:
Xxxxxxx Xxxx Development Co., Inc.
0000X Xxxxxx Xxxxx
Xxxxxxx; Xxxx 00000
Attn: Xxxxxxx Xxxxxxxx
If to Tenant:
Tractor Supply Company
000 Xxxxxx Xxxxx.
Brentwood, Tennessee 37027
Attn: Real Estate Department
Copy to
Xxxxxxxx & Xxx, PLC
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxx X. Xxxxx, Esq .
Notices shall be deemed received (a) upon hand delivery (b)
the next business day if overnight mail service is used or (c)
when the return receipt is signed by the recipient. or its
if the return receipt is not signed or delivery refused, three
(3) business days after the sender has so deposited such notice
in a U.S. post office or any branch thereof. Either party may
designate a substitute address from time to time. by notice sent
in writing in accordance with the provisions of this section.
26. WAIVER. The parties agree the failure of either party
to insist upon strict observance of any of the terms or
conditions of this Lease at any time shall not be deemed a
waiver of such party's right to insist upon strict observance
thereafter;
27 ENTIRE AGREEMENT/SEVERABILITY .This is the entire
agreement and Understanding between the parties, written or
oral, with respect to the transaction contemplated by this
Lease, and/supersedes any prior negotiations or understandings
between the parties. If my term, covenant or condition of this
Lease or the application thereof shall to any extent, be held
invalid or unenforceable, the remainder of this Lease or the
application thereof other than those to which it is held invalid
or unenforceable; shall not be affected thereby and in each term
this Lease shall be valid and enforced to the fullest extent
permitted by law,
28. CAPTIONS AND SECTION NUMBERS. The captions and section
numbers appearing in this Lease are inserted only as a matter of
convenience and in no way define the scope or intent of such
sections of this Lease or in any way affect this Lease.
29. MODIFICATION. This Lease may not be modified in any
manner except by an instrument executed by the parties hereto or
their respective successors in interest.
30. APPLICABLE LAW. This Lease shall be construed under
the law of the State in which the Premises are located.
31. [RESERVED]
32. EXEMPIARY DAMAGES. All parties hereby waive their
rights to: trial by jury with respect to any dispute arising
under this Agreement. No party shall be awarded punitive or
other exemplary damages respecting any dispute arising under
this Agreement.
33. ATTORNEYS' FEES. The unsuccessful party to any court
or other proceeding arising out of this Agreement shall pay to
the prevailing party all reasonable attorneys, fees and costs
actually incurred by the prevailing party, in addition to any
other relief to which it may be entitled.
34. NO PARTNERSHIP, ETC. This Agreement shall not be
construed as creating a joint venture, partnership, agency,
employment relationship or other enterprise between the parties.
35. COMMISSIONS. Except as set forth below, each party
hereto represents and warrants unto the other that there are no
claims for commissions or finder's fees in connection with the
negotiation or execution of this Lease, and each of said parties
agrees to indemnify and save the other harmless against all
liabilities arising m any such claim by, through or under said
party (including, without limitation. cost of attorney's fees in
connection therewith). Landlord acknowledges that Tenant is
represented by N/A which shall be paid a commission by Landlord
equal to -0-.
36. ESTOPPEL CERTIFICATE. Tenant shall, within ten (10)
business days of a written request from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing: (i)
certifying that the Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification
and certifying that this Lease as so modified, is in full force
and effect) and the date to which rent and other charges are
paid in advance, if any; (ii) acknowledging that there are not
to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults, if any, are
claimed; and (iii) such other items as Landlord may reasonably
request. Such statement shall run in favor of and be in a form
as may be reasonably acceptable to Landlord (including its
lenders and prospective purchasers) and Tenant.
31. LANDLORD'S ACCESS:Landlord reserves the right to enter
the Premises or any part thereof at reasonable hours, and upon
reasonable prior notice (except in the case of an emergency) to
make inspections repairs, alterations or additions in or to the
Premises or the Building, to exhibit the Premises to prospective
tenants ,purchasers or others. to display during the last one
hundred eighty days of the term without hindrance or molestation
by Tenant "For Rent" and similar signs related to the safety,
protection, preservation; reletting, on windows or elsewhere in
or on the Premises, and to perform any sale or improvements of
the Premises or the building, .The exercise of any right
reserved hereunder by Landlord shall not be deemed an eviction
or disturbance of Tenant's use and possession of the Premises
and shall never render Landlord liable any manner to Tenant or
to any other person.
IN WITNESS WHEREOF, this agreement has been duly executed as of
the day and year first above written.
LANDLORD:
XXXXXXX XXXX DEVELOPMENT CO., INC.,
an Ohio corporation
By:/s/ Xxxxxxxx X Xxxxxxx
Print Name: Xxxxxxxx X. Xxxxxxx
Title: Treasurer
SS# Fed .ID.: 00-0000000
TENANT:
TRACTOR SUPPLY COMPANY,
a Delaware corporation
By: /s/ Xxxx Xxxxx
Print Name: Xxxx Xxxxx
Title: Vice President
STATE OF OHIO )
)SS
COUNTY OF Xxxxxx )
The foregoing instrument was acknowledged before me, a notary
public, this 26th day of, 2005 by Xxxxxxxx X. Xxxxxxx, Treasurer
of XXXXXXX XXXX DEVELOPMENT CO., INC., an Ohio corporation, on
behalf of such corporation.
Notary Public /s/ Xxxxx X Xxxxxxxx
Print Name
My Commission Expires
[notary seal]
STATE OF TENNESSEE )
) SS
COUNTYOF DAVIDSON )
The foregoing instrument was acknowledged before me, a notary
public, this 28 day of January 2005 by, Xxxx Xxxxx the Vice
President of TRACTOR SUPPLY COMPANY, a Delaware corporation, on
behalf of such corporation.
Notary Public /s/ Xxxxx X Xxxx
Print Name Xxxxx X Xxxx
My Commission Expires May 30, 2007
[notary seal]
Exhibit A
[Metes and Bounds Description to include Square Footage]
Part of the North Half of the Southeast Quarter of Section 13,
Township 24 North, Range 7 East, Grant County, Indiana
described as follows:
Commencing at the southeast xxxxx of said section; thence North
00 degrees 56 minutes 50 seconds West (state plane coordinate
bearing Indiana East Zone) along the east line of said section
a distance of 1,569.75 feet to the easterly extension of the
north right of way line of 35th Street; thence South 88 degrees
58 minutes 50 seconds West along said easterly extension a
distance of 105.51 feet to the intersection of said no-right of
way line of 35th Street arid the westerly right of way line of
State Road 9 & 15 per State Highway Project No. NH-099-0(8) and
the Point of Beginning; thence Soutth 89 degrees 00 minutes 11
seconds West a distance of 557.60 feet to an iron pipe with cap
stamped "XXXXXXX S0434"; thence North 01 degrees 22 minutes 37
seconds West a distance of325.58 feet through a rebar with cap
stamped "XXXXXXX S0434" to the southeasterly right of way line
of Noifolk & Western Railroad; thence North 79 degrees 45
minutes 39 seconds East along said southeasterly right of way
line a distance of 570.16 feet to said westerly right of way
line of State :Road 9 & (the following three courses are .
along said westerly right of way line); 1) thence south 01
degrees 16 minutes 12 seconds East a distance of 159.48 feet;
2) thence South 02 degrees 40 minutes 02 seconds East a
distance of 205.06 feet; 3) thence South 09 degrees 13 minutes
59 seconds West a distance of 54.86 feet to the Point of
Beginning, containing 4.82 acres, more or less.
