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EXHIBIT 10.5
ASSIGNMENT AND ASSUMPTION OF LEASE
KNOW ALL MEN BY THESE PRESENTS, that SouthTrust Bank, N.A. f/k/a First
Federal Savings & Loan Association of DeSoto County (herein "SouthTrust") for
and in consideration of the sum of Ten Dollars ($10.00) and other valuable
consideration received from Lehigh Acres First National Bank (herein "LAFNB"),
the receipt of which is hereby acknowledged, hereby sells, assigns and transfers
to LAFNB that certain lease attached hereto. The effective date of this
agreement is July 1, 1999. Notwithstanding the terms of the lease, the landlord,
GSB Partnership (herein "GSB"), 000 Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx,
Xxxxxxx 00000, hereby consents to the assignment and assumption of the lease as
described herein but without releasing SouthTrust from any of the obligations of
the lease with the exception that GSB acknowledges that SouthTrust shall not be
obligated in any manner whatsoever under the lease for any extension or renewal
period thereof after the termination date of the lease which is May 31, 2005.
XXXXX agrees that it shall pay and perform and shall be liable for all
obligations, duties, responsibilities and liabilities under the lease which
arise from and after the effective date of this assignment and assumption.
Should LAFNB
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fail to perform any obligation, duty, responsibility or liability under the
lease, GSB agrees that prior to declaring a default in the lease it will give
SouthTrust written notice of the acts of default and thirty (30) days in which
to cure the default.
SouthTrust represents that it is the owner and holder of the tenant's
interest under the lease, that it has not assigned, transferred or otherwise
conveyed all or any portion of such interest, and that there are no pending
claims or litigation against it relating to its use and occupancy of the
property.
GSB represents that it is the owner and holder of the landlord's interest
under the lease, that the right to receive rents and other rights of the
landlord under the lease have not been assigned, transferred or otherwise
conveyed nor has any portion of such interest.
LAFNB shall hold SouthTrust harmless from and indemnify SouthTrust from any
and all claims, losses, damages, costs, or expenses, including reasonable
attorney's fees that SouthTrust may incur from and after the effective date of
this assignment
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and assumption agreement resulting from the failure of LAFNB to perform any of
its obligations under the lease.
SOUTHTRUST BANK, N.A.
By: /s/ Xxxx Xxxxxxx
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Date Signed: 6/16/99
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LEHIGH ACRES FIRST
NATIONAL BANK
By: /s/ Xxxxx X. Xxxx
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Date Signed: 6/16/99
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GSB PARTNERSHIP
By: /s/ Xxxx X. Xxxxxx
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Date Signed: 6/11/99
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