STATE OF SOUTH CAROLINA)
SUBLEASE
COUNTY OF GREENVILLE)
THIS SUBLEASE ("Sublease") is made and entered into as of the 24th day of
April, 1998, by and between SUMMIT NATIONAL BANK ("Sublessee") and BRANCH
BANKING AND TRUST COMPANY OF SOUTH CAROLINA ("Sublessor").
1. RECITALS.
1.1 On August 13, 1981, Carroll E. Caldwell and Nancy Caldwell Rentz
("Landlord") leased the Premises (as hereinafter defined) to South Carolina
Federal Savings and Loan Association for a term of years to expire on November
1, 2012. The initial lease was amended in September, 1981, and again on January
14, 1993. The initial lease and. amendments are collectively referred to as the
"Primary Lease"; attached and incorporated as Exhibit A.
1.2 On January 20, 1984, South Carolina Federal Savings and Loan Association
sold its branch located at the Premises, as well as its rights under the Primary
Lease, to First Federal Savings and Loan Association of South Carolina.
1.3 On December 20, 1990, First Federal Savings and Loan Association of South
Carolina changed its name to The First Savings Bank, FSB.
1.4 On January 28, 1994, The First Savings Bank, FSB, merged with Southern
National Bank of South Carolina.
1.5 On May 23, 1995, Southern National Bank of South Carolina merged with
Sublessor.
1.6 Based on the foregoing, Sublessor holds the leasehold interest represented
by the Primary Lease and is fully authorized to sublease the Premises.
2. THE PREMISES. Sublessor leases to Sublessee and Sublessee leases from
Sublessor that certain real property located at 800 E. North Street, Greenville,
South Carolina., together with the building, fixtures, improvements and
equipment thereon (hereinafter referred to as the "Premises") described more
fully on Exhibit B attached hereto and incorporated herein.
3. CONTINGENCY. This Sublease shall be contingent upon Sublessee receiving
final approval for the operation of a bank from the applicable federal and state
regulatory agencies by August 31, 1998. Sublessee shall be obligated to the
full term of this Sublease unless it exercises this contingency prior to August
31, 1998:
4. TERM OF SUBLEASE.
4.1 TERM. The term of this Sublease. shall: commence . on May 1; 1998, and
shall extend for a period seven (7) years thereafter unless sooner terminated as
hereinafter provided.
4.2 POSSESSION OF PREMISES. Possession shall be granted to Sublessee on or
before May 1, 1998. The Premises shall be broom clean and shall be. free of
Sublessor's property and equipment. Sublessee shall have the right to remove
any furniture or equipment of the Sublessor remaining on the Premises after
April 31;1998; provided that such removal does not damage the Premises, diminish
the Premises' value, or constitute a violation of the Primary Lease.
4.3 HOLDOVER. Should Sublessee hold over the Premises after the expiration of
this Sublease, unless otherwise agreed in writing, such holding over shall
constitute a tenancy from month to month only, subject to the terms hereof and
to the payment of monthly rental. Termination by either party during any
holdover period shall be upon thirty (30) days written notice, in which case
Sublessee shall vacate the Premises prior to expiration of said thirty (30) day
period.
Monthly rent due to Sublessor during any holdover period shall be two times
the rent existing at the expiration of the Sublease. Sublessor shall not be
liable for any damage to Sublessee resulting from acts of the Landlord to remove
Sublessee from the Premises upon expiration of the Option Term (defined
hereafter).
5. RENT.
5.1 PAYMENT SCHEDULE. Throughout the entire period of this Sublease, rent shall
be paid according to Exhibit C attached hereto. Rent shall commence upon
Sublessee's receipt of a Certificate of Occupancy from the City of Greenville,
South Carolina.
5.2 MANNER OF PAYMENT. Sublessee shall pay to Sublessor each installment of
monthly rent in advance on the first day of each and every calendar month, at
the address of Sublessor set forth herein or at such other place as Sublessor
may hereafter designate in writing in accordance with the Note provisions set
forth hereinafter.
5.3 PRO-RATA RENT. Any rent payable for a portion of a month shall be prorated
based upon the number of days in the applicable calendar month.
6. OPTION.
6.1 TERM. Sublessee shall have the option to extend the within Sublease through
the remaining term of the Primary Lease ("Option Term"); provided Sublessee is
not in default with any of the terms of this Sublease. No later than three (3)
months prior to expiration of the initial Sublease term. Sublessee shall give
written notice to Sublessor if Sublessee does not intend to exercise the Option
Term.
6.2 SUBLEASE GOVERNS. This Sublease shall govern the Option Term.
6.3 RENT DURING OPTION TERM. Rent during the Option Term shall be according to
Exhibit C.
7. USE AND MAINTENANCE OF PREMISES.
7:1 USE. Sublessee shall use, occupy, and maintain the Premises as a bank
facility and general office relating to banking operations only.
7.2 ILLEGAL USE. Sublessee shall not use or permit the use of the Premises for
any disorderly, unlawful or illegal purpose. Should any governmental law or
regulation be subsequently enacted or enforced so as to substantially prevent
the use of the Premises for the purposes set forth above, either party may
terminate this Sublease upon ninety (90) days written notice to the other.
7.3 SIGNS. Sublessee may place and maintain in and around the Premises such
signs as are necessary to advertise its business. Such signs shall be subject to
any approval required under the Primary Lease. Such signs shall also conform to
all relevant zoning ordinances.
7.4 ALTERATIONS AND IMPROVEMENTS.
(A) ALTERATIONS. Sublessee shall obtain building plans and specifications
for all renovations and improvements for the building. Such plans and
specifications shall be subject to the written approval of Sublessor and
Landlord (as defined in the Primary Lease); Sublessor's approval not to be
unreasonably withheld. Sublessor's failure to affirmatively approve or reject
within thirty (30) days of receipt shall constitute an approval by the
Sublessor, but shall not affect the Landlord's approval, rejection, or failure
to respond.
Sublessee shall select the architect and contractor for the proposed
renovations and improvements to the building. The architect and contractor
shall be licensed or bonded by all relevant or required authorities.
Architects or contractors selected by the Sublessee for any subsequent
renovations or improvements to the Premises shall be subject to the written
approval of the Sublessor and Landlord; Sublessor's approval not to be
unreasonably withheld. Sublessor's failure to affirmatively approve or reject
within thirty (30) days of notice shall constitute an approval by the Sublessor,
but shall not affect the Landlord's approval, rejection, or failure to respond.
(B) ROOF. Sublessee shall install a new roof on the building within sixty
(60) days of the date of this Sublease. All work and materials shall be (i) in
accordance with local building standards for a quality building in the
Greenville area and (ii) subject to the written approval of Sublessor and
Landlord; Sublessor's approval not to be unreasonably withheld. Sublessor's
failure to affirmatively approve or reject the plans and specifications within
thirty (30) days of receipt shall constitute an approval by the Sublessor, but
shall not affect the Landlord's approval, rejection, or failure to respond.
The cost of the roof shall not exceed Fifty Thousand and No/100 Dollars
($50;000.00).
Upon completion of said installation, Sublessee shall submit a bill to
Sublessor for one-half of the cost. Sublessee and Sublessor each shall pay
one-half of the cost within thirty (30) days thereafter. If Sublessor fails to
reimburse Sublessee accordingly, Sublessee shall have the right to deduct from
rent payments (and without penalty) the amount owed by Sublessor.
(C) HVAC. Sublessee shall repair or replace the heating and
air-conditioning system ("HVAC") system in the building according to the same
standards referred to above and at a cost not to exceed Twenty Thousand five and
No/100 ($25,000.00) Dollars. Payment and reimbursement shall be as stated in
Section7.4(b).
(D) BUILDING STANDARDS. Sublessee shall renovate and upfit the building for
a bank facility, at its sole cost, according to the above standards.
(E) BIDS. Sublessee shall obtain two (2) bids for the roof and HVAC and
submit the same to Sublessor for approval. Sublessor and Sublessee shall use
their best efforts to obtain a favorable contract for the roof and HVAC.
(F) LIENS. Sublessee shall not have the right or power to subject the
interest of Sublessor or Landlord in the Premises to any mortgage, mechanics' or
materialmen's liens. Sublessee shall indemnify and hold Sublessor and Landlord
harmless against any claim or damage, including costs and attorney's fees,
resulting from or in any way related to any construction on the Premises.
7.5 MAINTENANCE. Sublessee shall at all times maintain the interior and
exterior of the Premises, including the roof and HVAC, and any fixtures and
equipment therein, in good and clean condition and repair (normal. wear and tear
excepted), including all utility connections and any other improvements upon,
under or about the Premises. In the event lessee fails to perform any of its
obligations as required hereunder, Sublessor may, but shall not be required to,
perform and satisfy the same with Sublessee hereby agreeing to reimburse
Sublessor for any reasonable cost thereof promptly upon demand. Sublessor shall
be responsible for the foundation and structural integrity of the building.
7.6 REQUIREMENTS OF PUBLIC AUTHORITIES. Sublessee shall at all times comply
with all present and future laws, ordinances, and regulations of all applicable
governmental bodies having jurisdiction over the Premises or Sublessee, and with
all licenses and permits pertaining to the Premises.
7.7 CONDITION AT SURRENDER. At the expiration or other termination of this
Sublease, Sublessee agrees to surrender and deliver up the Premises, in good and
broom-clean condition, normal wear, tear, and damage by the elements excepted.
8. LIABILITY.
8.1 PUBLIC LIABILITY. Sublessor shall have no liability or responsibility
whatsoever with respect to the conduct and operation of Sublessee's business on
the Premises or to the condition, maintenance, or repair of the Premises; other
than Sublessor's obligations under Section 7.5. Sublessee agrees to indemnify
and hold Sublessor and Landlord, their employees and agents, harmless from and
against all claims, suits, losses or liability to Sublessee and any third
parties for or on account of damages to property or injuries (including death)
to persons caused by, arising out of or occurring during Sublessee's use,
conduct, maintenance, operation or occupancy of the Premises.
Sublessee shall not be obligated to indemnify and hold harmless Sublessor
or Landlord for any such injury, death or damage which has resulted solely from
the (i) negligence of Sublessor or Landlord, their agents and employees, without
any fault or negligence of Sublessee, his agents or employees; or (ii) failure
of Sublessor to fulfill its obligations under Section 7.5.
8.2 LIABILITY INSURANCE. Sublessee at its cost shall procure and maintain
during the term of this Sublease, public liability and property damage insurance
with a single combined liability and property damage limit of no less than One
Million and no/100 ($1,000,000.00) Dollars insuring against all liability of
Sublessee, its agents or employees, to any persons whomsoever arising out of and
in connection with Sublessee's use, conduct, maintenance, operation, or
occupancy of the Premises. Sublessee shall furnish Sublessor with a certificate
showing that such insurance is in effect, together with evidence of payment of
premiums, and shall likewise furnish Sublessor with renewal certificates
therefor as the same are procured. In the event Sublessee fails timely to
procure or renew any insurance required hereunder, or should such insurance fail
to comply with any of the terms required hereunder, Sublessor, at its option,
shall have the right to procure such insurance coverage or renewal, with any
cost thereof to be payable by Sublessee within ten (10) days notice from
Sublessor.
9. DAMAGES.
9.1 FIRE AND CASUALTY INSURANCE. Sublessee shall procure and maintain during
the term of this Sublease all-risk, fire, casualty and extended coverage
insurance covering the Premises in an amount which shall be not less than one
hundred percent (100%) of the full insurable replacement cost, as the same may
from time to time be determined, of all improvements on the Premises above their
foundation. Sublessee shall name Sublessor as an additional insured in the
insurance coverage. Beginning: at the point of Sublessee's possession of the
Premises, Sublessee shall annually provide; to Sublessor a certificate of
insurance or other documentation establishing compliance with this Section.
Sublessee shall also have an affirmative duty to notify Sublessor of any changes
affecting Sublessee's obligations under this Section.
9.2 OBLIGATION TO REPAIR.
(A) In the event that the permanent improvements to the Premises are
partially or wholly damaged or destroyed by fire or any other casualty, all
insurance proceeds shall be applied to the prompt and full repair and
restoration of the Premises or such portion thereof as shall have been damaged
or destroyed, with due allowance being given for reasonable time required for
adjustment and settlement of insurance claims.
(B) If, at any time within eighteen (18) months prior to the end of the
Sublease term, the building is completely destroyed or so damaged by fire or
other casualty covered by insurance as to render it unfit for use, and repair
and restoration is not economically feasible, the Sublessor or the Sublessee may
terminate this Sublease on notice of at least ten (10) days and no more than
thirty (30) days after the date of such damage or destruction: If the Sublease
shall so terminate, all basic and additional rent shall be apportioned to the
date of termination and all insurance proceeds with respect to the building
shall belong to the Sublessor subject to the rights of any mortgagee.
9.3 UNTENANTABILITY. In the event any damage to or destruction of the Premises
renders the same untenantable for the uses permitted herein, all rent due
hereunder shall abate as of the date of the occurrence until the date that
restoration is completed and the Premises rendered tenantable. The Premises
shall be deemed untenantable only in the event that such casualty renders the
banking functions of Sublessee substantially inoperative for their intended
purposes, or public access thereto is substantially impeded, or the casualty is
otherwise of such character as to prevent Sublessee from conducting its normal
public business. Any unpaid or prepaid rent for the month in which said
condition occurs shall be prorated. Sublessee shall have no claim against
Sublessor during any period of untenantability, by reason of business-injury or
interruption. In the event this Sublease is terminated pursuant to this
Section, Sublessee shall nevertheless be required to comply with the provisions
of Section 7.7 hereof.
10. TAXES.
10.1 PAYMENT; METHOD OF PAYMENT. During the Sublease term, Sublessee shall be
responsible for payment of all real estate taxes and assessments levied,
assessed, and imposed on the Premises and improvements thereon. Taxes shall be
prorated for any year in which Sublessee does not occupy the Premises for a full
year. Sublessor shall provide Sublessee a copy of the tax notice, as well as
evidence of payment by Sublessor. Sublessee shall then reimburse Sublessor for
the full amount of the tax notice with the next regular installment of rent due
to Sublessor.
10.2 SUBLESSOR'S FAILURE TO PAY TAXES: In the event that Sublessor fails to pay
such taxes and assessments in a timely manner, and in order to avoid default
under the Primary Lease, Sublessee may, but shall not be required to, pay such
taxes and assessments to the collecting authority. Sublessee shall then forward
to Sublessor a copy of the paid receipt. If Sublessor owes any portion of the
taxes paid and fails to reimburse Sublessee, Sublessee may deduct such portion
from the next regular installment(s) of rent due (without penalty).
11. CONDEMNATION.
11.1 NOTICE OF TAKING. Upon receipt by either Sublessor or Sublessee of any
notice of the institution of any proceeding for the taking of the Premises or
any part thereof by the exercise of any power of condemnation or eminent domain,
or for any street widening or change of grade affecting the premises or any part
thereof, the party receiving notice thereof shall notify the other party in
writing within ten (10) days following receipt of such notice.
11.2 RIGHT TO AWARD. Subject to the Primary Lease, if the Premises or any part
thereof, are taken or condemned by any competent public authority, Sublessee
shall be entitled solely to the value of the leasehold interest to Sublessee.
Sublessee shall not be endued to the leasehold interest during the Option Term
unless Sublessee has affirmatively and expressly exercised the option. As
between Sublessor and Sublessee, Sublessor shall be entitled to all other
condemnation proceeds.
11.3 UNTENANTABILITY. In the event of a taking or condemnation by any competent
public authority of the entire Premises or such portion thereof as shall render
the Premises untenantable for the uses permitted herein, as defined in Section
7.1 hereof, the term of this Sublease shall cease and terminate as of the
effective date of such taking or condemnation, all unpaid or prepaid rents shall
be prorated, and Sublessee shall have no claim against Sublessor for the value
of any unexpired term of this Sublease. In the event this Sublease is
terminated pursuant to this Section, Sublessee shall nevertheless be required to
comply with the provisions of Section 7.7 hereof.
12. ASSIGNMENT OR SUBLETTING. Sublessee shall not have the right to assign
this Sublease, or sublet the Premises, except with the written approval of
Sublessor and Landlord, and with the written agreement of the Assignee to assume
all obligations of Sublessee hereunder. Sublessor's approval under this Section
shall not be unreasonably withheld.
13. ACCESS. Sublessor and Landlord, their agents or employees, shall have
the right to enter upon the Premises during Sublessee's normal hours of
operation to inspect the same and for any other purposes permitted herein, so
long as such inspection shall not interfere with the conduct of business there
at.
14. BANKRUPTCY.
14.1 EVENTS OF BANKRUPTCY. The following shall be events of bankruptcy under
this Sublease:
(A) Sublessee's filing of a voluntary petition under the provisions of Title
11 of the United States Code, Section 101 g. (the "Bankruptcy Code");
-
(B) The filing of an involuntary petition against Sublessee as a subject
debtor under the Bankruptcy Code or Insolvency Laws which is either not
dismissed within sixty (60) days of filing or results in the issuance of an
Order for relief against Sublessee, as debtor, whichever is later; or. (c) .
Sublessee's making or consenting to an assignment for the benefit of creditors
or a common law composition of creditors.
14.2 SUBLESSOR'S REMEDIES.
(A) TERMINATION OF SUBLEASE. Upon occurrence of an event of Bankruptcy,
Sublessor shall have the right to terminate this Sublease by giving written
notice to Sublessee; provided, however, that this Section 14.2(a) shall have no
effect while a case in which Sublessee is a subject debtor under the Bankruptcy
Code is pending, so long as Sublessee or its Trustee maintains timely rent
payments hereunder and Sublessee or its Trustee complies with the provisions of
Section 14.2(b) below. At all other times this Sublease shall automatically
cease and terminate upon such notice and Sublessee shall be immediately
obligated to quit the Premises ,but Sublessee shall not be relieved of its
obligation to comply with Section 7.7 of this Sublease.
(B) ASSUMPTION OR ASSIGNMENT BY TRUSTEE. In the event Sublessee becomes the
subject debtor in a case pending under the Bankruptcy Code and shall thereafter
fail to maintain timely rent payments hereunder, Sublessor's right to terminate
this Sublease pursuant to Section 14:2 (a) shall be subject to the rights of the
Trustee in bankruptcy to assume or assign this Sublease. The Trustee shall not
have the right to assume or assign this Sublease unless the Trustee (i) promptly
cures all defaults under this Sublease, (ii) promptly compensates Sublessor for
monetary damages incurred as a result of such default, and (iii) provides
adequate assurance of future performance on the part of Sublessee as debtor in
possession or on the part of the Trustee, or on the part of the Assignee
Sublessee.
15. DEFAULT.
15.1 SUBLESSEE'S DEFAULT.
(A) EVENTS OF DEFAULT. Sublessee shall be in default under this Sublease
upon occurrence of any one or more of the following events:
(I) Failure by Sublessee to pay any installment of rent by the tenth (10th)
day of the month in which it is due. Any installment of rent paid after the
tenth (10th) day of the month shall also bear a late penalty of five (5%)
percent of the amount of such installment.
(II) Breach by Sublessee of any covenant, condition, warranty,
representation, obligation or agreement set forth in this Sublease;
(B) SUBLESSOR'S REMEDIES. In the event of any default by Sublessee which
shall not be cured within ten (10) days following written notice from Sublessor
to Sublessee of any monetary default or thirty (30) days following written
notice from Sublessor to Sublessee specifying the non-monetary event of default
(unless a non-monetary default cannot reasonably be cured within thirty (30)
days and Sublessee shall have commenced steps to cure said default within said
thirty (30) day period and continues to pursue such steps to cure diligently),
Sublessor shall have the option to:
(I) Terminate this Sublease and to re-enter upon the Premises and take
possession thereof, with full rights to collect all rents then due, together
with any and all other sums as may be due hereunder and any and all reasonable
costs and damages which Sublessor may sustain by virtue of such re-entry,
including but not limited to reasonable attorneys' fees and court costs; and
(II) Institute Rent Distress Warrant and Sale proceedings in accordance with
applicable South Carolina. Law.
15.2 SUBLESSOR'S DEFAULT:
(A) EVENTS OF DEFAULT. Sublessor shall be in default under this Sublease
upon occurrence of any one or more of the following events:
(I) Failure of Sublessor to pay any installment of rent under the Primary
Lease by the due date set forth therein; and
(II) Breach by Sublessor of any covenant, condition, warranty,
representation, obligation, or agreement set forth in this Sublease.
(B) SUBLESSEE'S REMEDIES. In the event of any default by Sublessor which shall.
not be cured within ten (10) days following written notice from Sublessee to
Sublessor of any monetary default or thirty (30) days following written notice
from Sublessee to Sublessor specifying the non-monetary event of default (unless
a non-monetary monetary default cannot reasonably be cured within thirty (30)
days and Sublessor shall have commenced steps to cure said default within said
thirty (30) day period and continues to pursue such steps to cure diligently),
Sublessee shall have the option to:
(I) To prevent default of the Primary Lease, make monthly rent payments due
under either the Primary Lease or Sublease directly to the party entitled to
receive rent under the Primary Lease. Sublessee may then deduct such payments
from any subsequent rent payments due to Sublessor or receive a refund directly
from Sublessor; or
(II) Terminate this Sublease and recover any and all reasonable costs and
damages which Sublessor may sustain by virtue of such re-entry,. including but
not limited to reasonable attorneys' fees and court costs.
(C) SUBLESSOR'S DEFAULT UNDER PRIMARY LEASE. Sublessee is entitled to actual
damages (excluding incidental and consequential damages) incurred as a result of
a default by Sublessor on the Primary Lease if:
(I) Sublessor's default results in termination of the Primary Lease;
(II) Sublessor fails to notify Sublessee of the Primary Lease default prior
to termination of the Primary Lease; and
(III) Sublessee is unable to cure the default and either prevent default or
reinstate the Primary Lease following termination by the Landlord.
This provision shall not be operative if Sublessor provides notice of its
default on the Primary Lease prior to its termination or in time for Sublessee
to reinstate the Primary Lease.
16. SUBORDINATION. This Sublease shall be subject and subordinate to the
Primary Lease attached as Exhibit A and subsequently amended.
17. TITLE AND QUIET ENJOYMENT. Sublessor warrants and covenants to
Sublessee that it is vested with good and marketable leasehold title to the
Premises upon and subject to the terms and provisions of the Primary Lease. So
long as Sublessee shall pay all rents and observe and perform all covenants and
provisions hereof, Sublessee shall peacefully and quietly have and enjoy
possession of the Premises without any encumbrance or hindrance by, from or
through Sublessor, except that Sublessor shall have the right to enter upon the
Premises during Sublessee's regular business hours for inspection purposes so
long as such entry shall in no way disrupt the conduct of Sublessee's regular
business.
18. LICENSES AND UTILITIES. Sublessee shall pay all sums as and when. due
on account of utility services provided to the Premises, including but not
limited to power, electricity, gas, water, sewer, janitorial service, and
telephone service and for all licenses and permits necessary to the operation of
Sublessee's business on the Premises.
19. NOTICES.
19.1 METHOD OF NOTICE. All written notices required or desired to be given
hereunder by either party to the other shall be given by United States mail,
prepaid first-class, return receipt requested, addressed to the other parry at
the following addresses:
AS TO SUBLESSOR:
Branch Banking and Trust Company
PO Box 1220
Winston Salem, North Carolina 27102-1220
Attention: Real Estate Disposal Manager
AS TO SUBLESSEE:
Summit National Bank
P.O. Box 1087
Greenville, South Carolina 29602
Attention: J. Randolph Potter or President
In the alternative, any notice may be given by personal delivery thereof to
the other party at said party's aforesaid address. Either party may, by like
written notice, designate a new address to which such notices shall thereafter
be directed.
19.2. EFFECTIVE DATE OF NOTICE. Any required notice herein shall be deemed to
have been given on the date that the same is deposited in the United States
mail, or delivered to the other party, in compliance with the foregoing
provisions.
20. HAZARDOUS SUBSTANCES. To the best of Sublessor's knowledge; there are no
hazardous substances on the Premises except those items. listed in the Limited
Asbestos Inspection report prepared by Spero Corporation dated March 30, 1998,
and attached hereto as Exhibit D. Sublessor has not conducted any business on
the Premises which would cause hazardous substances to be placed on the
Premises.
20.1 SUBLESSOR'S INDEMNIFICATION. Sublessor agrees to defend, indemnify, and
hold harmless Sublessee, its directors, officers, employees, and agents from and
against any and all claims; demands; judgments; settlements; damages; actions;
consent agreements and orders; liability or costs (including but not limited to
any cleanup costs); and all expenses including claims arising out of injury to
persons, property, or damage to natural resources caused by any hazardous
substances placed on the Premises prior to May 1, 1998.
20.2 SUBLESSEE'S INDEMNIFICATION. Sublessee agrees to defend, indemnify, and
hold harmless Sublessor, its directors, officers, employees, and agents, from
and against any and all claims; demands; judgments; settlements; damages;
actions; consent agreements and orders; liability or costs (including but not
limited to any cleanup costs); and all expenses including claims arising out of
injury to persons, property, or damage to natural resources caused by any
hazardous substances placed on the Premises after April 30, 1998.
21. MISCELLANEOUS.
21.1 CAPTIONS. All sections and paragraph captions are for the convenience of
the parties only, and neither limit nor amplify the provisions of this Sublease.
21.2 ENTIRE AGREEMENT. This Sublease contains all the agreements and conditions
made between the parties. This Sublease may not be modified orally or in any
manner other than by. an agreement in writing, signed by the parties and
attached hereto.
21.3 WAIVER. The waiver by Sublessor of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Sublessor shall not be deemed to be a waiver of any preceding
breach by Sublessee or any term, covenant or condition of this Sublease, other
than the failure of the Sublessee to pay the particular rental so accepted,
regardless of Sublessor's knowledge of such preceding breach at the time of
acceptance of such rent. No covenant, term or condition of this Sublease shall
be deemed to have been waived by Sublessor, unless such waiver be in writing by
Sublessor.
21.4 ACCORD AND SATISFACTION. No payment by Sublessee or receipt by Sublessor
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or a statement on any check or any letter accompanying any check or payment as
rent be deemed an accord and satisfaction, .and Sublessor may accept such check
or payment without prejudice to Sublessor's. right to .recover the balance of
such rent or pursue any other remedy in this Sublease provided.
21.5 FORCE MAJEURE. In the event that either party shall be delayed or hindered
in or prevented from doing or performing any act or thing required hereunder by
reason of strikes, lockouts, casualties, acts of God, labor troubles, failure of
power, governmental laws or regulations, riots, insurrection, war or other
causes beyond the reasonable control of either party, then such party shall not
be liable or responsible for any such delays in the doing or performing of any
such act or thing, shall be excused for the period of the delay and for the
period of the performance of any such acts shall be extended for a period
equivalent to the period of such delay.
21.6 SEVERABILITY. The unenforceability, invalidity or illegality of any
provision therein shall not render any other provision herein unenforceable,
invalid or illegal.
21.7 SUCCESSORS AND ASSIGNS. All rights, remedies and liabilities herein given
to or imposed upon either of the parties hereto, shall extend to their
respective heirs, personal representatives; successors and assigns.
21.8 APPLICABLE LAW. This Sublease is entered into and shall be construed in
accordance with the laws of the State of South Carolina and any action or
Proceeding arising hereunder shall be brought in the County of Greenville, State
of South Carolina.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease on
the day and year first written above.
WITNESSES: BRANCH BANKING AND TRUST
COMPANY OF SOUTH CAROLINA
/s/ Shelly C. Vinson By: /s/ Ross P. Schlabur
/s/ Brian Ther Title: V.P. and Corporate Secretary
SUMMIT NATIONAL BANK
/s/ Karen Dye By: /s/ J. Randolph Potter
/s/ Jeannie Hartline Title: President and CEO
EXHIBIT
DESCRIPTION OF THE PROPERTY
ALL that certain piece, parcel or lot of land situate, lying and being in the
County of Greenville, State of South Carolina; and having the following metes
and bounds, to-wit:
BEGINNING at an iron pin at the intersection of the southern right of way of
East North Street with the eastern right of way of Toy Street and running thence
with the eastern right of way of Toy Street, S 14-58 E 109.10 feet to an iron
pin on the northern side of a ten foot alley; thence leaving Toy Street and
running with the northern side of said ten foot alley; N 76 36 E 199.95 feet to
an iron pin; thence leaving said, alley and running N 15-05 W 109:45 feet to an
iron pin on the southern right of way of East North Street; thence with the
southern right of way of East North Street, S 76-30 W 199.71 feet to the POINT
OF BEGINNING and containing 21,829 square feet according to Plat entitled
Topographical Map for South Carolina Federal. Savings and Loan Association,
dated May 1981 by Dalton & Neves Co., Engineers.
Together with all rights, title and interest, if any, of the Landlords in and to
the ten foot alley adjacent to the southern boundary of the above-described
property.
EXHIBIT C
RENT SCHEDULE
Initial Term Annual Rent Monthly Rent
- ---------------------------------------------- ------------ -------------
May 1, 1998 to September 1, 1998,
or upon receipt of a Certificate of Occupancy
(whichever occurs first) - 0 - - 0 -
September 1, 1998,
or upon receipt of a Certificate of Occupancy
(whichever occurs first) to November 30, 2002 $ 70,800.00 $ 5,900.00
December 1, 2002, to April 30, 2005 $ 77,901.84 $ 6,491.82
Option Term
May 1, 2005, to October 31, 2012 $ 77,901.84 $ 6,491.82