Exhibit
10.6


 


 


SUBLEASE
AGREEMENT


 


 


SUBLESSOR:      Augusta Road Holdings, LLC


 


SUBLESSEE:                      Greenville
First Bank, National Association


 

















 


	
  STATE OF SOUTH CAROLINA

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF GREENVILLE

  	
  )

  	
  SUBLEASE AGREEMENT

  



 


THIS SUBLEASE AGREEMENT (the “Lease”) first
made and entered into on the 26 day of February, 2004, by and between Augusta Road
Holdings, LLC, hereinafter called “Sublessor”, and Greenville
First Bank, National Association, hereinafter called “Sublessee”;


 


WITNESSETH:


 


WHEREAS, this is a Sublease. The Sublessor’s interest in the Premises is as Tenant
under an Underlying Lease executed by it with Pythia, L.L.C. and Wachovia Bank,
N.A., as Trustee, as Landlord,
dated                                   2004,
a copy of which, initialed for identification, is attached hereto (hereafter
the “Underlying Lease”). Sublease is expressly made subject to all the terms
and conditions of the Underlying Lease. This Sublease is expressly made subject
to all the terms and conditions of the Underlying Lease.  A survey of the real estate subject to the
Underlying Lease is as shown on survey for Augusta Road Holdings, LLC, prepared
by
                                ,
dated
                     ,
20    , and which said plat was recorded in ROD for
Greenville County, South Carolina, on
                        ,
in Plat Book
            , at
page         , (hereinafter the
“Property”) and a reduced copy of which is attached hereto as Exhibit 1 (Survey). The Owners of the
Property, both as they are now constituted and will be in the future, and which
are the lessors under the Underlying Lease are hereinafter referred to
singularly and collectively as the “Owners of the Property” and sometimes as
“Landlord Under the Underlying Lease”; and


 


WHEREAS, the Sublessor desires to lease to
Sublessee and Sublessee desires to lease from Sublessor a portion of the Leased
Property identified on the Site Plan included herein as Exhibit 2 upon which
the Sublessee will construct a building containing no more than 2,000 square
feet with related improvements and appurtenances, as more fully set out below,
together with a non-exclusive right or easement to use all driveways, parking
areas, drainage of surface water and other facilities.


 


NOW, THEREFORE, Sublessor and Sublessee
covenant and agree as follows:


 


ARTICLE I


GRANT AND TERM 


 


1.01                        Demised Premises.  The Sublessor, for and in consideration of
the rents, covenants, agreements and stipulations hereinafter mentioned
reserved and contained, to be paid, kept and performed by the Sublessee, by
these presents does lease and


 


	
   

  	
  Sublessor

  	
   

  	
   

  	
  sublessee

  	
   

  



 


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rent to the said
Sublessee, and said Sublessee hereby agrees to lease and take upon the terms
and conditions which hereinafter appear a portion of the Property identified on
the Site Plan included herein as Exhibit 2  together with a non-exclusive
right and easement to use all Common Areas which include but are not limited
to, driveways, parking areas, landscaped areas, drainage easements and other
facilities of the Demised Premises.


 


The Demised Premises
subject to this Sublease (as shown on Exhibit 2) now consists of land and
improvements including a building presently occupied by Schlotzsky’s (“the
Schlotzsky’s Building”).  Sublessee
desires the right to demolish the Schlotzsky’s Building and to construct a
building, containing no more than 2,000 square feet and related improvements to
be used by Sublessee as a Bank Facility as shown on the Site Plan included
herein as Exhibit 2,
subject to the terms of the Underlying Lease. 
Sublessor hereby grants Sublessee the right to demolish the existing
Schlotzsky’s Building and current site improvements as included herein as Exhibit 2a, (“Existing
Schlotzsky’s Site”) further provided that Sublessee complies with the
requirements of the Underlying Lease and this Sublease.  Sublessee acknowledges that its rights under
this Lease are subject to the rights of TLK, LLC under its lease agreement with
the Owners of the Property and it will take no actions to interfere with said
lessee during the term of its lease agreement with Owners of the Property.


 


1.02                        Access
and Parking.  Sublessor warrants that there is full
and free ingress, egress and access to and from the Demised Premises from a
public highway or road.  The Sublessor
hereby grants to Sublessee, its employees, visitors and guests a non-exclusive
right and easement to use all driveways and parking facilities at no charge for
the term of the Lease, as same may be extended, which form a part of the
Demised Premises, subject to posted rules and regulations and at the sole risk
of each driver and user of said facility. 
Sublessee shall be entitled to the exclusive use of 3 designated parking
spaces and 3 non-exclusive parking spaces as set forth in attached Exhibit 2.  The parking facility shall not be used for
the storage of abandoned or defective vehicles or for any other purpose except
transient parking.  Neither Sublessee
nor Sublessee’s employees, officers, agents, guests, invitees or other persons
visiting the Demised Premises shall have any rights to any particular parking
space or spaces, as set forth hereinabove, and no special markings or signs may
be placed on any parking spaces by Sublessee.


 


1.03                        Initial
Term.  The period beginning upon
the execution hereof and continuing until delivery of the Demised Premises as
evidenced by Sublessee’s execution of the Confirmation of Lease Term Agreement
referenced in Section 1.08 below shall be hereinafter referred to as the
“Initial Term”.


 


1.04                        Pro Rata Rent Term.  The period beginning upon
the Rental Commencement Date (hereinafter defined in Paragraph 2.01) and
continuing until the beginning of the Base Term (hereinafter defined in
Paragraph 1.05) shall be referred to as the “Pro Rata Rent Term”.


 


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1.05                        Base Term.
The twenty (20) year period beginning on the first day of the first complete
calendar month following the occupancy date (the “Rental Commencement Date”)
shall be hereinafter referred to as the “Base Term.”  Every twelve (12) calendar month period following the Lease
Commencement Date shall constitute a lease year.


 


An Addendum shall be
executed by Sublessor and Sublessee prior to occupancy of the space by
Sublessee giving the Rental Commencement Date of the Base Term hereof and shall
be attached hereto and incorporated herein by reference.


 


1.06                        Renewal
Term.  Providing Sublessee has not defaulted in the
performance of any condition of this Lease Agreement, Sublessee shall have the
option to extend the term of this Lease Agreement for three (3) additional
periods of five (5) years from the expiration date of the Base Term (the
“Renewal Term”), provided however that written notice is given Sublessor of
such intention to extend the Lease Agreement one hundred eighty (180) days
prior to the expiration date, and further provided that all conditions of said
Lease Agreement except the rental rate which shall be adjusted as provided
herein shall continue in full force and effect for the period of such
extension, and there shall be no privilege to extend the terms of this Sublease
Agreement for any period of time beyond the expiration of the agreed upon
extended terms, and further provided that the term of the within Sublease shall
not extend beyond February 28, 2039.


 


1.07                        Construction
of Demised Premises.  Upon delivery of the Premises (the date
the Building is vacated by Schlotzsky’s), Sublessee, at Sublessee’s sole
expense, shall;


 


a.               Submit or have
submitted Sublessee’s plans and specifications for approval by Sublessor and
per the terms of the Underlying Lease.


b.              If required, per
this Paragraph 1.07, provide the stipulated Letter of Credit.


c.               Per the Underlying
Lease, give notice to the Sublessor and the Landlord Under the Underlying
Lease, prior to demolishing the Schlotzsky’s Building and site improvements
contained within the delineated area identified in Exhibit 2a.


d.              Construct a Building
and improvements (referred to as “Replacement Building 2” in the “Underlying
Lease”) in substantial accordance with the approved plans and specifications
per paragraph 1.07(a) upon the Demised Premises and in accordance with Exhibit
2b, (hereinafter the “Developed by Bank Plan”) and the
specifications (hereinafter the “Curb and Paving Specifications”) included
herein as Exhibit 3.


 


The Building shall have a
fair market value of not less than $250,000.00.  All improvements made to the Demised Premises by the Sublessee
shall be the property of the Sublessee during the term of this Lease Agreement
and shall remain the property of Sublessor upon termination of this Lease
Agreement.  Sublessee will use its best
efforts to have the space completed within two hundred forty (240) days from
the date of delivery as herein above defined in this Section 1.05.
Sublessee further agrees that any improvements it makes to the Demised Premises
shall be made in substantial


 


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conformity with the
proposed Building and Site plan, except that the proposed building and site
plan may be modified to conform to the requirements of the appropriate
governmental agency which must approve such proposed building and site plan.


 


Sublessee agrees that if
an Irrevocable Letter of Credit is required by the terms and conditions of the
Underlying Lease, and it wishes to demolish the Schlotzsky’s Building, that it
will not undertake the demolition of the Schlotzsky’s Building, unless twenty
(20) days prior to the commencement of the demolition of said Building, an
Irrevocable Letter of Credit has been issued by a Federal or South Carolina
chartered bank operating in Greenville County, South Carolina for the benefit
of Sublessor and delivered to Sublessor. Sublessor agrees that if an
Irrevocable Letter of Credit is required by the terms and conditions of the
Underlying Lease, that fourteen (14) days prior to the commencement of the
demolition of said Building, it will cause an Irrevocable Letter of Credit to
be issued by a Federal or South Carolina chartered bank operating in Greenville
County, South Carolina for the benefit of the Landlord Under the Underlying
Lease and delivered to the escrow agent per the terms of the Underlying Lease
and which Irrevocable Letter of Credit is separate and distinct from the
Irrevocable Letter of Credit to be issued to Sublessee on behalf of Sublessor.  Replacement Building 2 shall be completed
eight (8) months after the date of delivery of the Schlotzsky’s Building.  In such event, Sublessee shall notify
Sublessor in writing that it intends to demolish the Schlotzsky’s Building
fifty (50) days before the demolition of said Building is to commence.


 


The Irrevocable Letter of
Credit issued by said Federal or State bank for the demolition of the
Schlotzsky’s Building shall be in a form and substance agreeable to Sublessor,
but shall contain at a minimum, the following provisions: (i) the Irrevocable
Letter of Credit shall be in the amount which shall be the difference between
Five Hundred Thousand and No/100 ($500,000.00) Dollars and the fair market
value of Replacement Building 1 (as defined in the Underlying Lease) as
determined by the appraiser provided for hereinabove employed to determine the
fair market value of Replacement Building 1 as constructed; (ii) Sublessor
shall be the beneficiary of the Irrevocable Letter of Credit; (iii) the Bank issuing
the Irrevocable Letter of Credit will pay the Sublessor the face amount of the
Letter of Credit upon the Sublessor delivering to said Bank within twelve (12)
months from the date of the issuance of the Irrevocable Letter of Credit:  (1) his affidavit stating that Greenville
First Bank, its Sublessee, failed to complete the construction of the
Replacement Building 2, the building which was to replace the Schlotzsky’s
Building demolished by Sublessee, within eight (8) months from the date such
demolition commenced; (2) his affidavit that he has not been furnished with a
certification and appraisal from the designated appraiser for Replacement
Building 2 as set forth herein below, that the construction of Replacement
Building 2 has been completed in substantial conformity with the plans and
specifications provided to him by Sublessor and Sublessee within eight (8)
months from the date of the commencement of the demolition of the Schlotzsky’s
Building and that Replacement Building 2 has a fair market value of Two Hundred
Fifty Thousand and


 


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No/100 ($250,000.00)
Dollars or more; and (3) a sight draft drawn on said Bank in the face amount of
the said Irrevocable Letter of Credit.


 


The fair market value of
Replacement Building 2 shall be determined by a licensed commercial real estate
appraiser in Greenville, South Carolina, having a MAI designation.  The parties hereto agree that either
Robinson Company of Greenville, Inc. or Stone & Associates, Inc. is an acceptable
appraiser.  Sublessor shall select one
of the two companies to perform the appraisal. 
In the event both companies cease to exist, or should decline to perform
the appraisal, the Sublessor and the Landlord Under the Underlying Lease shall
mutually select an appraiser per the Underlying Lease. SUBLESSEE SPECIFICALLY ACKNOWLEDGES THAT THE
SELECTION PROCESS OF THE APPRAISER AS SET FORTH IN THE UNDERLYING LEASE IS
CONTROLLING.  Prior to
commencement of demolition of Schlotzsky’s Building, an appraisal shall be
provided to the Sublessor by the selected appraiser which appraisal shall be
based on the plans and specifications provided him by the Sublessor and
Sublessee certifying that the proposed Replacement Building 2 if built in
accordance with said plans and specifications has a fair market value of at
least $250,000.00.  Unless otherwise
approved in writing by Sublessor, the appraiser shall agree to have his final
certification and appraisal completed within nine (9) months from the date
demolition commenced on the Schlotzsky’s Building certifying whether
Replacement Building 2 was completed in substantial conformity with the plans
and specifications provided to him by Sublessor and Sublessee and certifying to
the fair market value of said completed Building.  The cost of this appraisal shall be paid by Sublessee.  The appraiser may include in his fair market
valuation of the Replacement Building 2 the site work for said building, but
not the costs of demolition of any existing buildings or site work.  Sublessor and Sublessee agree that the fair
market value of Replacement Building 2 shall be determined by the selected
appraiser from the plans and specifications provided to him by Sublessor and
Sublessee prior to the commencement of construction of said Building, but which
valuation shall be adjusted by the appraiser to the extent that said Building
has not been constructed in substantial conformity with said plans and
specifications.  The fair market
valuation of Replacement Building 2 contained in the certification and
appraisal to be delivered to the Sublessor by the selected appraiser shall be
determined by the selected appraiser, as set forth hereinabove.


 


Sublessor and Sublessee
agree that the date demolition is deemed to have commenced on the Schlotzsky’s
Building shall be twenty (20) days after their issuing Bank executes the
Irrevocable Letter of Credit, unless Sublessor and Sublessee jointly agree on a
different date in writing.  The date
Replacement Building 2 has been completed shall be deemed to be the date that
Sublessee delivers to Sublessor a certified copy of the Occupancy Permit for
Replacement Building 2 issued by the City of Greenville, South Carolina.  In the event the Replacement Building 2 is
not completed within eight (8) months after the date the demolition of the
Schlotzsky’s Building commenced, as defined herein, and Replacement Building 2
does not have a value of Two Hundred Fifty Thousand and No/100 ($250,000.00)
Dollars or more, the Sublessor


 


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shall present to the Bank
issuing the Irrevocable Letter of Credit his affidavits and the sight draft
referred to hereinabove.  The proceeds
received by the Sublessor from the Irrevocable Letter of Credit shall be as
compensation for the demolition of Sublessor’s Building by Sublessee.  UPON THE PAYMENT OF THE PROCEEDS FROM THE
IRREVOCABALE LETTER OF CREDIT TO SUBLESSOR, SUBLESSEE SHALL BE IN DEFAULT UNDER
THIS LEASE AND SUBLESSOR SHALL HAVE THE RIGHT TO IMMEDIATELY EXERCISE ALL OF
THE RIGHTS GRANTED IT UNDER THIS LEASE AND SUBLESSEE SHALL HAVE NO RIGHT TO
CURE SAID DEFAULT, AS MAY BE OTHERWISE PROVIDED FOR IN THIS LEASE.


 


The Sublessor shall
promptly return the Irrevocable Letter of Credit to the issuing Bank pursuant
to this Section 1.05 if Sublessee has completed construction of the
Replacement Building 2, provided for hereinabove, within eight (8) months from
the date of the commencement of the demolition of the Schlotzsky’s Building and
that the fair market value of Replacement Building 2 is in an amount equal to
or greater than the minimum amount set forth hereinabove for Replacement
Building 2.


 


Sublessee agrees that the
demolition of the Schlotzsky’s Building and the construction of a new building
to replace the Schlotzsky’s Building so demolished by Sublessee shall be made
by Sublessee at is sole cost and expense and Sublessor shall bear no obligation
to pay any part of the cost or expenses related to the demolition of said
building or the cost of constructing the new building or to otherwise make
improvements to the Demised Premises. 
Sublessee hereby indemnifies and holds harmless Sublessor from and
against all liabilities, losses, claims, demands, costs, expenses and judgments
of any nature arising, or alleged to arise, from and in connection with
Sublessee’s demolition of the Schlotzsky’s Building and the construction of new
building 2 and otherwise in making improvement to the Demised Premises.  The new building to be constructed by
Sublessee and other improvements to be made to the Demised Premises, but shall
be deemed to be the personal property of Sublessee during the period that this
Sublease is in effect.  The said new
building and all other improvements constructed by Sublessee on the Demised
Premises during the term of this Sublease, or any extensions thereof (the
“Improvements”) shall become the property of Sublessor on the day of the
expiration or termination of this Sublease, subject to the terms of the
Underlying Lease.


 


The time requirements
imposed on Sublessee for the completion of the construction work contemplated
by this Section 1.07 shall not be extended except pursuant to the
agreement of the parties contained in Section XXVI of this Sublease.


 


1.08                        Sublease
Commencement Date.  There shall be no delay in the
commencement of the Term of this Lease Agreement and/or payment of the
rent.  The Demised Premises shall be
ready for occupancy on such date that the current tenant vacates the existing
building, hereinafter referred to as “the Schlotzsky’s Building”.


 


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ARTICLE II


RENT


 


2.01                        Rent.  Beginning
on the Rental Commencement Date (as hereinafter defined) and continuing
throughout the full term of this Lease Agreement, Sublessee shall pay to
Sublessor without notice, demand, reduction, abatement, set off or any defense,
minimum base rent (the “Base Rent”) in equal monthly installments, in advance,
on or before the first day of each month. 
Sublessee’s obligation to begin the payment of Base Rent shall be the
“Rental Commencement Date” which shall be the first business day following the
date on which (a) the existing building is vacated by Schlotzsky’s, or, (b) the
date of occupancy by the Sublessee, whichever is sooner.  If the Rental Commencement Date is a date
other than the first day of a calendar month, the Base Rent shall be prorated
daily from such date to the first day of the next calendar month and paid on
the Rental Commencement Date (hereinafter referred to as “Pro-Rata Rent”).


 


a.                                       Rent
During Initial Term.  During the Initial Term, Sublessee
shall not be required to pay Rent.


 


b.                                      Rent
During Pro Rata Rent Term.  The Pro Rata Rent, which
includes Additional Rent (defined in Paragraph 2.02 shall be
$        per diem and shall be paid at time
of occupancy.


 


c.                                       Rent
During Base Term.  The
rent during the first five (5) years of the Base Term shall be as follows:


 


	
   

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  
	
  Years
  1 - 5:

  	
   

  	
  $

  	
  57,651.00

  	
   

  	
  $

  	
  4,804.25

  	
   

  
								



 


d.                                      Adjustment
for Base Rent During Years Six (6) Through Ten (10) of the Base Term.  At
the end of the fifth (5th) lease year during the Base Term hereof
and effective simultaneously with the commencement of beginning of the sixth (6th)
lease year of the Base Term, the Base Rent shall be the greater of the
following:


 


$57,651.00


 


OR


 


any increase as determined
in accordance with the following provisions:


 


(i)                                     As
promptly as practical after the end of the expiring term of this Lease
Agreement, the Sublessor shall compute the increase, if any, in the cost


 


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of living for the
preceding initial lease period based upon the “Consumer Price Index-All Items,
All Urban Consumers (1982-84 = 100)” (hereinafter defined*), published by the
Bureau of Labor Statistics of the United States Department of Labor.


 


(ii)                                  The
Index number indicated for the month of the rental commencement date under “All
Items, All Urban Consumers” shall be “base Index number” and the corresponding
Index number for the month preceding the rental commencement date for the fifth
year of the Base Term shall be the current Index number.”


 


(iii)                               The
current Index number shall be divided by the base Index number.  From the quotient thereof, there shall be
subtracted the integer 1, and any resulting positive number shall be deemed to
be the percentage of increase in the cost of living.


 


(iv)                              The
percentage of increase multiplied by $57,651.00 (initial rent) shall be the
amount of rent increase payable during the Renewal Term.


 


(v)                                 The
fixed rent, as so determined (i.e., the aggregate of and the “increase” as
calculated herein) shall be due and payable to the Sublessor in the same manner
as the rent was payable for the original term.


 


(vi)                              If
publication of the Consumer Price Index shall be discontinued, the parties
hereto shall thereafter accept comparable statistics on the cost of living for
the City of Greenville, South Carolina, as they shall be computed and published
by an agency of the United States or by a responsible financial periodical of
recognized authority then to be selected by the parties hereto.  In the event of (i) use of comparable
statistics in place of the Consumer Price Index as above mentioned, or (ii)
publication of the Index figure at other than monthly intervals, there shall be
made in the method of computation herein provided for such revisions as the
circumstances may require to carry out the intent of this Article.


 


e.                                       Adjustment
for Base Rent During Years Eleven (11) Through Fifteen (15) of the Base Term.  At
the end of the tenth (10th) lease year during the Base Term hereof
and effective simultaneously with the commencement of beginning of the eleventh
(11th) lease year of the Base Term, the Base Rent shall be adjusted
to reflect any increases in the Consumer Price Index (CPI-U) by multiplying the
Base Rent in effect immediately prior to such adjustment by a fraction, the
numerator of which shall be the Consumer Price Index (CPI-U) as of the most
recent publication date prior to the beginning of the eleventh (11th
) lease year and the denominator of which shall be the Consumer Price Index
(CPI-U) as of the most recent date prior to the beginning of the preceding five
(5) year period (but in no event shall the Base Rent be reduced as a result of
such adjustment); and the Base Rent thereby established by such adjustment


 


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shall continue in effect
as the Base Rent required to be paid hereunder throughout the eleventh (11th
) through the fifteenth (15th) lease years of the Base Term.


 


f.                                         Adjustment
for Base Rent During Years Sixteen (16) Through Twenty (20) of the Base Term.  At
the end of the fifteenth (15th) lease year during the Base Term
hereof and effective simultaneously with the commencement of beginning of the
sixteenth (16th) lease year of the Base Term, the Base Rent shall be
adjusted to reflect any increases in the Consumer Price Index (CPI-U) by
multiplying the Base Rent in effect immediately prior to such adjustment by a
fraction, the numerator of which shall be the Consumer Price Index (CPI-U) as
of the most recent publication date prior to the beginning of the sixteenth (16th
) lease year and the denominator of which shall be the Consumer Price Index
(CPI-U) as of the most recent date prior to the beginning of the preceding five
(5) year period (but in no event shall the Base Rent be reduced as a result of
such adjustment); and the Base Rent thereby established by such adjustment
shall continue in effect as the Base Rent required to be paid hereunder
throughout the sixteenth (16th) through the twentieth (20th)
lease years of the Base Term.


 


g.                                      Base Rent
During Renewal Terms.  For each lease year of the
extended terms, the Base Rent shall be subject to adjustment for increases in
the Consumer Price Index as follows:


 


Adjustment for First Renewal Term:  At
the end of the twentieth (20th) lease year during the Base Term
hereof and effective simultaneously with the commencement of the First Renewal
Term, the Base Rent shall be adjusted to reflect any increases in the Consumer
Price Index (CPI-U) by multiplying the Base Rent in effect immediately prior to
such adjustment by a fraction, the numerator of which shall be the Consumer
Price Index (CPI-U) as of the most recent publication date prior to the
beginning of the First Extended Term and the denominator of which shall be the
Consumer Price Index (CPI-U) as of the most recent date prior to the beginning
of the preceding five (5) year period (but in no event shall the Base Rent be
reduced as a result of such adjustment); and the Base Rent thereby established
by such adjustment shall continue in effect as the Base Rent required to be
paid hereunder throughout the First Renewal Term.


 


Adjustment for Second Renewal Term:  At
the end of the fifth (5th) lease year of the First Renewal Term and
effective simultaneously with the commencement of the Second Renewal Term, the
Base Rent shall be adjusted to reflect any increases in the Consumer Price
Index (CPI-U) by multiplying the Base Rent in effect during the First Renewal
Term by a fraction, the numerator of which shall be the Consumer Price Index
(CPI-U) as of the most recent publication date prior to the beginning of the
Second Renewal Term and the denominator of which shall be the Consumer Price
Index (CPI-U) as of the most recent date prior to the beginning of the
preceding five (5) year period (but in no event shall the Base Rent be reduced
as a result of such adjustment); and the Base Rent thereby established by such
adjustment shall continue in effect as the Base Rent required to be paid
hereunder throughout the Second Renewal Term.


 


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Adjustment for Third Renewal Term:  At
the end of the fifth (5th) lease year of the Second Renewal Term and
effective simultaneously with the commencement of the Third Renewal Term, the
Base Rent shall be adjusted to reflect any increases in the Consumer Price
Index (CPI-U) by multiplying the Base Rent in effect during the Second Renewal
Term by a fraction, the numerator of which shall be the Consumer Price Index
(CPI-U) as of the most recent publication date prior to the beginning of the
Third Renewal Term and the denominator of which shall be the Consumer Price
Index (CPI-U) as of the most recent date prior to the beginning of the
preceding five (5) year period (but in no event shall the Base Rent be reduced
as a result of such adjustment); and the Base Rent thereby established by such
adjustment shall continue in effect as the Base Rent required to be paid
hereunder throughout the Third Renewal Term.


 


(* Consumer Price Index
for All Urban Consumers (CPI-U), U.S. City Average, all items, 1982-1984 = 100,
as published by the U.S. Department of Labor, Bureau of Labor Statistics, or if
such index be discontinued, the generally recognized successor index.)


 


2.02                        Additional
Rent.  Sublessee shall be
responsible for the payment of certain costs relating to the operation of the
Project.  These costs include operating
expenses, real estate taxes, and insurance premiums, each being specifically
detailed in Paragraph 2.02a, 2.02b, 2.02c and 2.02d, respectively.


 


a.                                       Operating
Expenses.  Sublessee, during the Base Term and any renewal or
extension periods, agrees to pay as additional rent (hereinafter the
“Additional Rent”) its prorata share of the amount paid by Sublessor for
operation and maintenance of the Site (collectively “Operating Expenses”).  Operating Expenses shall include, but not be
limited to, the following:  (i) all
expenses for operation, repair, replacement and maintenance as necessary to
keep the Site and common area of the Project and the grounds, and parking areas
associated therewith in good order, condition and repair, including but not
limited to, utilities for the common areas of and relating to the Project
expenses associated with the driveways and parking areas (including re-paving
and snow, trash and ice removal, lighting facilities, landscaped areas,
walkways, directional signage, curbs, drainage strips, sewer lines, all charges
assessed against the Project pursuant to any applicable easements, covenants or
development standards, administrative fees (including property management fees)
and (ii) all insurance premiums paid by Sublessor with respect to the Project,
including public liability insurance. 
The cost for all capital improvements that would be capitalized or
depreciated under generally accepted accounting principles shall not be
included in calculating Operating Expenses; provided, however, notwithstanding
the foregoing, that Operating Expenses shall include amortization of all costs
of capital improvements which are for the purpose of reducing Operating
Expenses and which ultimately result in a reduction in Sublessee’s
proportionate share of Operating Expenses.


 


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b.                                      Real
Estate Taxes.  As Additional Rent, Sublessee shall pay its
proportionate part of any ad valorem taxes assessed and allocable to the real
estate and improvements of which the Demised Premises form a part.


 


c.                                       Reimbursement
of Sublessor’s Cost of Insurance.  As Additional Rent, Sublessee shall pay its proportionate part of
the cost of any insurance premiums which Sublessor is required to carry under
Paragraph 4.01.


 


d.                                      Other
Additional Rent Provisions.  Any amounts required to be paid
by Sublessee under this Paragraph 2.02 and any charges or expenses incurred by
Sublessor on behalf of Sublessee (including any construction costs incurred by
Sublessor beyond the Sublessee Improvement Allowance and amortized over the
term of the Lease) shall be considered Additional Rent payable in the same
manner and upon the same terms and conditions as the Base Rent reserved
hereunder. Any failure on the part of Sublessee to pay such Additional Rent
when and as the same shall become due shall entitle Sublessor to the remedies
available to it for non-payment of Base Rent. Sublessee’s obligations for
payment of Additional Rent shall begin to accrue on the Rental Commencement
Date. As used in this Lease, the term “Rent” shall include Base Rent and
Additional Rent, except as otherwise expressly provided to the contrary.


 


2.03                        Additional
Rent Estimated and Paid Monthly. 
Sublessor shall estimate the total amount of Operating Expenses, Real
Estate Taxes, and Insurance Premiums to be paid by Sublessee during each
calendar year and promptly after the beginning of each calendar year or partial
calendar year during the Base Term and Sublessee shall pay to Sublessor
one-twelfth (1/12) of such sum on the first day of each calendar month during
each such calendar year, or part thereof, during the Base Term. Sublessor’s
estimate for operating expenses for the first year of this Lease is shown on Exhibit 4
attached hereto and made a part of this Lease. 
Sublessor shall submit to Sublessee a statement of the actual amount of
Operating Expenses, Real Estate Taxes, and Insurance Premiums for such calendar
year, and within thirty (30) days after receipt of such statements, Sublessee
shall pay any deficiency between the actual amount owed and the estimates paid
during such calendar year, or in the event of overpayment, Sublessor shall, at
Sublessor’s option, credit the amount of such overpayment toward the next
installment of Operating Expenses, Real Estate Taxes, or Insurance Premiums, or
refund the amount of such overpayment to Sublessee.  If the Rental Commencement Date of the Base Term shall fall on
other than the first day of the calendar year, or if the Expiration Date shall
fall on other than the last day of the calendar year, Sublessee’s share of the
Operating Expenses, Real Estate Taxes, and Insurance Premiums for such calendar
year shall be apportioned prorata.


 


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2.04                        Prorata Share.


 


Operating Expenses, Real Estate Taxes
and Insurance Premiums. 
The Demised Premises’
prorata share of Operating Expenses, Real Estate Taxes and Insurance Premiums
is thirty-seven percent (37%).


 


2.05                        Summary
of Total Estimated Rent for Year 1. 
The summary of the first year’s total annual Base Rent and Additional
Rent payments are shown on Exhibit 5, attached hereto.


 


2.06                        Late
Payments.  All unpaid Rent and other sums of whatever nature
owed by Sublessee to Sublessor under this Lease and remaining unpaid ten (10)
days after the due date shall bear a late penalty equal to ten (10%) percent of
the then amount due which shall be Additional Rent hereunder. Acceptance by
Sublessor of any payment from Sublessee hereunder in an amount less than that
which is currently due shall in no way affect Sublessor’s rights under this
Lease and shall in no way constitute an accord and satisfaction.


 


ARTICLE III


PERSONAL PROPERTY TAXES


 


Sublessee shall pay any
taxes, documentary stamps or assessments of any nature imposed or assessed upon
Sublessee’s occupancy of the Demised Premises or upon Sublessee’s furniture,
furnishings, trade fixtures, equipment, machinery, inventory, merchandise or
other personal property located on the Demised Premises and owned by or in the
custody of Sublessee promptly as all such taxes or assessments may become due
and payable without any delinquency.  If
applicable in the jurisdiction where the Demised Premises are located, Sublessee
shall pay and be liable for all rental tax (only to the extent such rental tax
is levied in lieu of ad valorem property taxes against the Demised Premises),
sales, use and inventory taxes or other similar taxes, if any, levied or
imposed by any city, state, county or other governmental body having authority,
such payments to be in addition to all other payments required to be paid by
Sublessor by Sublessee under the terms of this Lease.  Such payment shall be made by Sublessee directly to such governmental
body if billed to Sublessee, or if billed to Sublessor, such payment shall be
paid concurrently with the payment of the Base Rent, Additional Rent, or such
other charge upon which the tax is based, all as set forth herein.
Notwithstanding the foregoing, Sublessee shall have the right, at its sole cost
and expense, to contest such taxes, and upon contesting the amount of such
taxes, Sublessee shall deposit the amount of such taxes into an escrow account
reasonably acceptable to Sublessor.


 


ARTICLE IV


INSURANCE


 


4.01                        Required
Coverage by Sublessee.  Sublessee covenants and agrees that
from and after the date of occupancy by the Sublessee, Sublessee will carry and


 


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maintain, at its sole
cost and expense, the insurance required under Paragraph 4.01(a), (b), (c), and
(d) below. All such policies of the insurance shall be issued in form
acceptable to Sublessor by insurance companies with a rating of not less than
“A”, if available, in the most current available “Best’s Insurance Reports”,
and licensed to do business in the state in which the Building is located.  Throughout the Term of this Lease, Sublessee
will carry and maintain the following types of insurance:


 


a.                                       Liability
insurance in the Commercial General Liability form (or reasonable equivalent
thereto) covering the Demised Premises and Sublessee’s use thereof against
claims for personal injury or death, property damage and product liability
occurring upon, in or about the Demised Premises, such insurance to be written
on an occurrence basis (not a claims made basis), to be in combined single
limit amounts not less than $1,000,000.00 and to have general aggregate limits
of not less than $2,000,000.00 for each policy year.  The insurance coverage required under this Paragraph 4.01(a)
shall, in addition, extend to any liability of Sublessee arising out of the
indemnities provided for in Article V and, if necessary, the policy shall
contain a contractual endorsement to that effect.  The general aggregate limits under the Commercial General
Liability insurance policy or policies must apply separately to the Demised
Premises and to Sublessee’s use thereof (and not to any other location or use
of Sublessee) and such policy will contain an endorsement to that effect.  Notwithstanding the foregoing, Sublessee
shall have the right to carry the liability insurance provided above in the
form of a blanket insurance policy, covering additional items or locations or
insureds, provided, however, that:  (i)
Sublessor, the Owners of the Property, and any other parties in interest
designated by Sublessor to Sublessee, from time to time, shall be named as
additional insureds thereunder as its interests may appear;  (ii) the coverage afforded Sublessor and
such other parties designated by Sublessor will not be reduced or diminished by
reason of use of such blanket policy of insurance; and  (iii) any such policy will provide, at a
minimum, for the minimum liability limitations hereinabove provided in this
Article IV with respect to Sublessee’s interests in and to the Demised
Premises and the Project.


 


b.                                      Insurance
covering all of the items included in Sublessee’s leasehold improvements,
heating, ventilating and air conditioning equipment, trade fixtures,
merchandise and personal property from time to time in, on or upon the Demised
Premises, in an amount not less than one hundred percent (100%) of their full
replacement value from time to time during the Term, providing protection
against perils included within the standard form of “all-risks” fire and
casualty insurance policy, together with insurance against sprinkler damage,
vandalism and malicious mischief.


 


c.                                       Business interruption insurance (including
for loss of income and for extra expense) in an amount necessary to enable
Sublessee to maintain the capacity to operate in its normal course of business
during periods of restoration.


 


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d.                                      During any construction, reconstruction,
renovation, remodeling or similar activity by Sublessee, Sublessee will also
maintain Builder’s risk insurance as required under Paragraph 9.03 hereof.


 


4.02                        Policy
Requirements.  Each
of Sublessee’s insurance policies required above will:  (i) name Sublessor, the Owners of the
Property, as well as any mortgagee of Sublessor, as an additional insured and
the coverage described in Paragraph 4.01(b) shall also name Sublessor as loss
payee; (ii) provide that a certificate evidencing such insurance will be
delivered to Sublessor prior to possession of the Demised Premises by Sublessee
and thereafter within thirty (30) days prior to the expiration of each such
policy, and, as often as any such policy shall expire or terminate; (iii)
contain a provision that the insurer will give to Sublessor and such other
parties in interest at least thirty (30) days notice in writing in advance of
any material change, cancellation, termination or lapse, or the effective date
of any reduction in the amounts of insurance; and (iv) be written as a primary
policy which does not contribute to and is not in excess of coverage which
Sublessor may carry. Notwithstanding the provisions of subparagraph (iii) of
the preceding sentence, Sublessee shall be responsible for providing Sublessor
with at least twenty-five (25) days notice in advance of any material change,
cancellation, termination or lapse, or the effective date of any reduction in
the amount of insurance.


 


4.03                        Required
Coverage by Sublessor.  During the Base Term, and any Renewal
Term, Sublessor covenants and agrees, at its own expense, to maintain in full
force a policy or policies of insurance on the Demised Premises, including
Improvements thereon or contents thereof, providing insurance protection
against risks of direct physical loss, specifically including protection
against damage or destruction by fire and other casualties excluding flood and
earthquake, and vandalism insurance (formerly known as “All Risk
Insurance”).  Said insurance shall be in
the amount equal to the full replacement value of the permanent improvements
thereon under a policy or policies issued by responsible insurance companies
approved by both parties and authorized to do business in the State of South
Carolina.  The Sublessee agrees that it will not do or keep anything
in or about the Demised Premises which will contravene the Sublessor’s policies
insuring against loss or damage by fire or other hazards, or which will prevent
the Sublessor from procuring such policies in companies acceptable to the
Sublessor.


 


4.04                        Waiver
of Subrogation.  Sublessee hereby waives its rights it may
have against the Sublessor on account of any loss or damage occasioned to
Sublessee, its property, the Demised Premises, its contents or to its portions
of the Building, arising from any risk covered by all risks fire and extended
coverage insurance, and to the extent of recovery under valid and collectible
policies of such insurance, provided that such waiver does not invalidate such
policies or prohibit recovery thereunder. 
The Sublessee on behalf of its insurance companies insuring the property
of Sublessee against any such loss, waive any right of subrogation that such
insurers may have against Sublessor.


 


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ARTICLE V


INDEMNIFICATION


 


Sublessee shall defend,
indemnify and hold harmless the Sublessor, and the Owners of the Property from
and against any and all claims, including but not limited to any claims of the
Landlord Under the Underlying Lease, losses, liabilities, causes of action,
damages, or expenses arising from claims of the Landlord Under the Underlying
Lease relating to the Underlying Lease, claim(s) by Sublessor’s mortgagee(s)
which mortgagee(s) have a security interest in any of the property subject to
the Underlying Lease or any claim(s) any additional Sublessees having an
interest in any of the Property subject to the Underlying Lease which claim(s)
arise in any manner by actions or inactions of Sublessee, its agents, employees
or contractors, whether due to damage to the Demised Premises, claims for injuries
to persons or property, or administration or criminal action by a governmental
authority, where such claims arise out of or from or related to the use or
occupancy of the Demised Premises by Sublessee, its agents, employees,
invitees, visitors, customers, or licensees, including costs and attorney fees
incurred by Sublessor or the Owners of the Property to defend themselves
against any such claims, damages or expenses.


 


Sublessor and the Owners
of the Property shall not be liable to Sublessee for any damages, losses or
injuries to the persons or property of Sublessee which may be caused by the
acts, neglect, omissions or faults of any persons, firms or corporations,
except when such injury, loss or damage results from the sole negligence of
Sublessor or the Owners of the Property, their agents or employees.  All personal property placed or moved into
the Demised Premises or Building shall be at the risk of Sublessee or the owner
thereof, and Sublessor and the Owners of the Property shall not be liable to Sublessee
for any damage to said personal property. 
Sublessee shall maintain at all times during the Term of this Lease or
any extensions thereof, an insurance policy or policies in any amount or
amounts sufficient to indemnify Sublessor or the Owners of the Property or pay
Sublessor’s or the Owners’ of the Property damages, if any, resulting from any
matters set forth hereinbefore.


 


In case Sublessor or the
Owners of the Property shall be made a party to any litigation commenced
against Sublessee, then Sublessee shall protect and hold Sublessor and the
Owners of the Property harmless and shall promptly pay all costs, expenses and
reasonable attorney fees incurred or paid by Sublessor or the Owners of the
Property in connection with such litigation.


 


Notwithstanding any
contrary provision of this Lease, Sublessee will look solely (to the extent
insurance coverage is not applicable or available) to the interest of Sublessor
(or its successor as Sublessor hereunder) in the Underlying Lease for the
satisfaction of any judgment or other judicial process requiring the payment of
money as a result of any negligence or breach of this Lease by Sublessor or its
successor or of Sublessor’s managing agent (including any beneficial owners,
partners, corporations


 


15

















 


and/or others affiliated
or in any way related to Sublessor or such successor or managing agent) or by
the Owners of the Property.


 


ARTICLE VI


MAINTENANCE AND REPAIRS


 


6.01                        Repairs
by Sublessor.  During the Term of the Lease, Sublessor shall
be responsible for supervision of repairs, replacement and maintenance of the
site improvements and common areas. 
Cost to be borne by Sublessee as set forth in Article 2.02.


 


6.02                        Repairs
by Sublessee.  Sublessee shall be responsible for all of the
repair, replacement and maintenance of the Sublessee Improvements. Keeping in
good order and condition all parts and components of the Sublessee
Improvements, including, but not limited to, any approved signage, other than
those specified for maintenance by Sublessor above, including, without
limitation, the roof, foundations and structural portions of the Sublessee
Improvements, the plumbing, wiring, electrical systems, heating systems, air
conditioning systems, glass and plate glass, equipment and machinery
constituting fixtures.


 


ARTICLE VII


UTILITIES AND SERVICES


 


As of
the Rental Commencement Date, the Demised Premises will have water, sewer and
gas available to the Site. Except as expressly set forth in this Lease,
Sublessee shall pay for all utilities or services related to its use of the
Demised Premises


 


ARTICLE VIII


USE OF PREMISES


 


Sublessee shall use the
Demised Premises only for a Bank Branch and general office and all use of the
Demised Premises shall comply with all laws, ordinances, orders, rules and
regulations (including without limitation, the zoning classifications existing
as of the Rental Commencement Date of any lawful governmental authority, agency
or other public or private regulatory authority having jurisdiction over the
Demised Premises.  The Sublessee shall
use and occupy the Demised Premises in a careful, safe and proper manner and
shall keep the Demised Premises in a clean and safe condition in accordance
with this Lease.  The Sublessee shall
use and maintain


 


16

















 


the Demised Premises
consistent with present reasonable standards of good business center operations
and shall not permit solicitations, demonstrations, itinerant vending or any
other activities inconsistent with such standards including but not limited to
any purpose which is questionable, immoral, unchaste or impure, and which
prohibited uses shall include, without limitation, the operation of a nude
dancing bar or club or adult book store. 
Without limiting the generality of the above provision, the Demised
Premises shall not be used for the treatment, storage, use or disposal of toxic
or hazardous waste or substances, or any other substance, that is prohibited,
limited or regulated by any governmental or quasi-governmental authority.  Notwithstanding the foregoing, Sublessee
shall have the right to use ordinary cleaning supplies and solvents in the
ordinary course of business.  Sublessee
shall save Sublessor harmless from any penalties, fines, costs, expenses or
damages resulting from failure so to comply. 
Sublessee or Sublessor shall not do any act or follow any practice
relating to the Demised Premises which shall constitute a nuisance or detract
in any way from the reputation of the Project as a first class office/warehouse
development.  Sublessee’s duties in this
regard shall include making arrangements at Sublessee’s expense for the proper
storage and timely disposition of garbage and refuse, and allowing no noxious
or offensive odors, fumes, gases, smoke, dust, steam or vapors, or any loud or
disturbing noise or vibrations to originate in or emit from the Demised
Premises.  Sublessee shall save
Sublessor harmless from any claims, liabilities, penalties, fines, costs,
expenses or damages resulting from the failure of Sublessee to comply with the
provisions of this Article VIII. 
Notwithstanding the foregoing provision of this Article VIII with
respect to the exterior of the Buildings and the Common Areas of the Project,
Sublessor shall comply with all laws, ordinances, orders, rules and regulations
(including without limitation, the zoning classifications existing as of the
Rental Commencement Date) of any lawful authority having jurisdiction over the
Project.


 


ARTICLE IX


ALTERATIONS AND IMPROVEMENTS BY
SUBLESSOR


 


9.01                        Sublessor’s
Alterations.  It is further agreed that this Sublease is made
by the Sublessor and accepted by the Sublessee with the distinct understanding
and agreement that the Sublessor shall have the right and privilege to make changes
to the site and common areas of which the Demised Premises are a part, and make
such alterations and repairs to the site and common areas it may deem wise and
advisable and construct new buildings in the Project without any liability to
the Sublessee therefore.


 


9.02                        Sublessor’s
Consent Required.  Sublessee shall not make or permit to be
made any non-structural changes, alterations, additions or improvements to the
Demised Premises, (“Sublessee Alteration”) without first obtaining the prior
written consent of Sublessor, which consent shall not be unreasonably withheld
or delayed. Sublessee shall not make any structural changes. If Sublessor fails
to approve any requested Sublessee Alteration within thirty (30) days after
Sublessor’s receipt of


 


17

















 


written detailed and
final plans, specifications or drawings depicting the desired Sublessee
Alteration, such requested Sublessee Alteration shall be deemed rejected.
Further, Sublessor shall have the right to approve the general contractor to be
used by Sublessee in connection with such work, which approval shall not be
unreasonably withheld or delayed. Sublessee shall deliver to Sublessor a copy
of all plans for nonstructural work and shall comply with the requirements of
Paragraphs 9.03 and 9.05.  All rights
granted herein are subject to the underlying ground lease terms, and
conditions.


 


9.03                        Requirements.  In
the event Sublessee desires to make any Sublessee Alteration, Sublessee shall,
prior to the commencement thereof, furnish Sublessor with an original Builder’s
Risk policy of insurance in from and amount of coverage reasonably acceptable
to Sublessor, showing Sublessee as named insured and Sublessor and Landlord
Under the Underlying Lease as loss payees and additional insureds.  All Sublessee Alterations shall be performed
in accordance with all legal requirements applicable thereto and in a good and
workmanlike manner with first class materials. Sublessee agrees to fully and
promptly pay the costs for any improvements it makes to the Demised
Premises.  Sublessee shall further
indemnify and save Sublessor and the Owners of the Property harmless from and
against any loss, cost, expense or lien in connection with the construction of
such improvements by Sublessee.  In the
event Sublessee shall make any improvements to the Demised Premises, Sublessee
shall, for the benefit of Sublessor and the Owners of the Property, comply with
the obligations imposed on Sublessor herein by Article IV of the
Underlying Lease, Sections 4.01 (f) through (h), inclusive, and Sections 4.02
and 4.03, which Sections are incorporated herein by reference, and by
substituting therein the name of Sublessee for the name of Tenant.


 


9.04                        Sublessor’s
Property on Expiration.  All Sublessee Tenant Improvements,
Sublessee Alterations, including, but not limited to, all Buildings, structural
and interior finishes, all walls, railings, carpeting, floor and wall coverings
and other permanent real estate fixtures (excluding, however, Sublessee’s trade
fixtures and equipment) made by, for, or at the direction of Sublessee, shall
when made, become the property of Sublessor and shall remain upon the Demised
Premises at the expiration or earlier termination of this Lease; provided,
however, that if Sublessor at the time of giving its approval to any Sublessee
Alteration notifies Sublessee that approval is conditioned upon restoration,
then prior to the expiration of the Term of this Lease, Sublessee shall, at its
sole cost and expense, remove such Sublessee Alterations and restore the
Demised Premises to its condition prior to the making of such Sublessee
Alteration.


 


9.05                        Protection
Against Liens.  Sublessee shall post a large and conspicuous
notice that neither the Sublessor nor the Owners of the Property are
responsible for the materials and labor furnished to the Sublessee for the
improvements to be made and shall otherwise comply with the provisions of
Section 29-5-80, Code of Laws of South Carolina, 1976, as amended
to protect the Sublessor and the Owners of the Property from liability for any
mechanic liens which may result from the Sublessee’s work.


 


18

















 


Sublessee agrees to keep
the Demised Premises and the Property free and clear of all mechanic liens.  In the event that a lien is filed against
the Demised Premises, the Property, or the Sublessor’s property as a result of
labor or material supplied to the Demised Premises, the Sublessee agrees to
within thirty (30) days either obtain the release and discharge of such
mechanic lien or to bond off such mechanic lien.  In the event that the Sublessee shall fail to discharge such lien
within such period of time, the Sublessor or the Owners of the Property shall
have the right to either discharge or bond such lien and Sublessee shall
immediately reimburse Sublessor or the Owners of the Property for all costs and
expenses relating thereto.  In all
events, the Sublessee shall be responsible for all expenses incurred by the
Sublessor or the Owners of the Property as a result of the filing of a
mechanic’s lien against the Demised Premises or the Property, including
reasonable attorney fees and expenses.


 


9.06                        Mechanic’s
Liens.  The interest of
Sublessor in the Demised Premises shall not be subject to liens for improvements
made by Sublessee.  Notwithstanding
anything to the contrary contained in the statues of the Sate of South Carolina
or in this Sublease, Sublessee shall not be deemed to be a partner, joint
venturer or agent of Sublessor, and in no event shall any lien resulting from
Sublessee’s improvements to the Demised Premises encumber Sublessor’s
Underlying Leasehold interest or the Property. 
Sublessee agrees that it shall not enter into any contract for
improvements to the Demised Premises unless the following language is included
in such contract:


 


“Notwithstanding anything
herein contained to the contrary, the contractor acknowledges that Greenville
First Bank, National Association holds only a subleasehold interest in the
property which is the subject of this contract. Greenville First Bank, National
Association is not the agent of the Owners of the Property or Sublessor of the
Property, and no lien resulting from work performed under this contract shall
attach to the interest of such Owners of the Property or Sublessor and
contractor waives its right to assert and file a mechanic’s lien against the
property being improved.”


 


Sublessee shall not
permit any work to be commenced until such time as Sublessee has provided
Sublessor with a fully executed copy of the construction contract evidencing
incorporation of the aforesaid language. 
In addition, prior to the commencement of the work, Sublessee shall
require its contractor to post and file a Notice of Project Commencement in
keeping with the provisions of Section 29-5-23, Code of Laws of South
Carolina 1976, as amended.


 


9.07                        Indemnification
Against Mechanics Liens. If, for whatever reason, mechanic’s or other
liens shall be filed against the Demised Premises or the Property purporting to
be for labor or material furnished or to be furnished at the request of
Sublessee, then Sublessee shall, at its expense, cause such lien to be
discharged of record by payment, bond or otherwise as allowed by law, within
ten (10 days after the filing thereof. 
If Sublessee shall fail to cause such lien to be discharged of record
within such ten (10)


 


19

















 


day period, Sublessor or
the Owners of the Property, in addition to any other rights and remedies, may,
but shall not be obligated to, cause such lien to be discharged by payment,
bond or otherwise, without investigation as to the validity thereof or as to
any offsets or defenses thereto. 
Sublessee shall, upon demand, promptly within ten (10) days, reimburse
Sublessor or the Owners of the Property for all amounts paid and costs
incurred, including attorneys’ fees and interest thereon at the rate of fifteen
percent per annum from the respective dates of Sublessor’s or the Owners’ of
the Property payments thereof, in having such lien discharged of record, and,
further, Sublessee also shall otherwise indemnify, protect, defend and save
Sublessor and the Owners of the Property harmless from any claim or damage
resulting therefrom.


 


 


ARTICLE X


TRADE FIXTURES AND EQUIPMENT


 


Any trade fixtures or
equipment installed by Sublessee in the Demised Premises at Sublessee’s expense
shall remain Sublessee’s personal property and Sublessee shall have the right
at any time during the Term of this Lease to remove such fixtures or equipment.  Upon removal of any fixtures or equipment,
Sublessee shall immediately restore the Demised Premises to substantially the
same condition as they were when received by Sublessee, ordinary wear and tear
and acts of God alone excepted.  Upon
termination of this Lease, provided that Sublessee is not then in default
hereunder, Sublessee shall have fifteen (15) days after the effective date of
such termination to remove any of Sublessee’s trade fixtures and equipment from
the Demised Premises and repair all damage to the Demised Premises caused by
such removal, in which event Sublessee shall be obligated to pay Rent at the
then-current per diem rate for every day Sublessee fails to remove such
fixtures or equipment after the expiration or effective termination date of this
Lease.  In addition, notwithstanding any
such termination, the indemnifications of Sublessor by Sublessee provided in
this Lease shall expressly survive such termination of this Lease.  Subject to the foregoing provisions of this
paragraph, any trade fixtures or equipment not removed by Sublessee at the
expiration or an earlier termination of the Lease shall become the property of
Sublessor, at the Sublessor’s option.


 


ARTICLE XI


SUBLESSOR’S RESERVATION OF RIGHTS


 


11.01                 Name, Signs,
Keys and Common Areas.  Sublessor reserves the right to
change the name or address of the Project; to install and maintain a sign or
signs on the exterior of the Project; to hold passkeys to the Demised Premises
that are to be maintained and held in a secure capacity for use only by
Sublessor’s property manager, any officers of Sublessor, or any other party
authorized by Sublessor of whom Sublessee has received prior notice and to whom
Sublessee has not objected; to grant to other tenants of the Project a
nonexclusive, revocable license to use and occupy, in common with Sublessor and
Sublessee, the common areas of the Project, parking


 


20

















 


facilities, paved areas
and drives, landscaping and such other common facilities as may be designated
from time to time by Sublessor; and to designate certain portions of such
common areas of the Project adjacent to Demised Premises leased to individual
tenants as being for the exclusive use of that tenant.


 


11.02                 Signage.  Sublessee
may furnish and install an identification sign displaying its name and/or
logo.  Such design shall be submitted to
Sublessor for Sublessor’s approval, which approval shall not be unreasonably
withheld.  The Sublessee shall not
place, erect nor maintain on any exterior surface of the Demised Premises, or
anywhere outside of the Demised Premises, any sign, lettering decoration, or
advertising, except such sign as may be permitted by the Sublessor.  The Sublessee shall, at its expense,
maintain such permitted or required signs in a good state of repair and upon
vacating the Demised Premises, the Sublessee agrees to remove all signs and to
repair all damage caused by such removal.


 


ARTICLE XII


DAMAGE OR DESTRUCTION 


 


12.01                 Damage or
Destruction of Common Property.  In the event of total or
partial destruction of the Common by fire or other casualty insured by
Sublessor, Sublessor agrees to promptly restore and repair the Common Property
at Sublessor’s expense to the extent Sublessor receives insurance proceeds
therefore; provided, however, that in the event the Common Property are (i) so
destroyed that they cannot be repaired or rebuilt within one hundred twenty
(120) days after the commencement of such repair or rebuilding; or (ii)
destroyed by a casualty which is not covered by Sublessor’s insurance, or if
such casualty is covered by Sublessor’s insurance but a mortgagee of Sublessor
or other party entitled to insurance proceeds fails to make such proceeds
available to Sublessor in an amount sufficient for restoration of the Common
Property (provided, however, that Sublessor agrees to make a good faith effort
to have such mortgagee make such proceeds available for full restoration or
rebuilding), then, either Sublessor or Sublessee may terminate and cancel this
Lease effective as of the sixtieth (60th) day after such casualty by
giving written notice to the other party within such sixty (60) days of the
date of such casualty. Upon the giving of such notice, all further obligations
hereunder shall thereupon cease and terminate.  If no such notice is given, Sublessor shall make such repair or
restoration of the Common Property promptly and in such manner as not to
unreasonably interfere with Sublessee’s use and occupancy of the Common Property.  Any proceeds from the fire and extended
coverage insurance policies not utilized by Sublessor in restoring or repairing
the Common Property shall become the sole property of Sublessor.  Damage to or destruction of all or any
portion of the Common Property by fire or by any other cause shall not
terminate this Lease, nor entitle Sublessee to surrender the Common Premises
nor in any way affect Sublessee’s obligation to pay the Rent and other sums
payable hereunder.


 


21

















 


12.02                 Damage or
Destruction of Tenant Improvements. 
In the event of total or partial destruction of the Tenant Improvements
by fire or other casualty. Sublessee agrees to promptly restore and repair the
Tenant Improvements at Sublessee’s expense. Sublessee shall make such repair or
restoration of the Tenant Improvements promptly and in such manner as not to
unreasonably interfere with the property’s other tenants use and ingress and
egress to the Common Areas.  Damage to
or destruction of all or any portion of the Demised Premises by fire or by any
other cause shall not terminate this Lease, nor entitle Sublessee to surrender
the Demised Premises nor in any way affect Sublessee’s obligation to pay the
Rent and other sums payable hereunder.


 


ARTICLE XIII


CONDEMNATION


 


If all of the Demised
Premises or the Project is taken or condemned for a public or quasi-public use,
or if a material portion of the Demised Premises is taken or condemned for a
public or quasi-public use and the remaining portion thereof is not usable by
Sublessee, in the reasonable judgment of Sublessee and Sublessor, this Lease
shall terminate as of the earlier of the date title to the condemned real
estate vests in the condemnor and the date on which Sublessee is deprived of
possession of the Demised Premises.  In
such event, the Base Rent herein reserved and all Additional Rent and other
sums payable hereunder shall be apportioned and paid in full by Sublessee to
Sublessor to that date, all Rent and other sums payable hereunder prepaid for
periods beyond that date shall forthwith be repaid by Sublessor to Sublessee,
and neither party shall thereafter have any liability hereunder, except that
any obligation or liability of either party, actual or contingent, under this
Lease which has accrued on or prior to such termination date shall survive.


 


  Pending such determination, if Sublessee is
entitled to a refund because of an overpayment of Rent, Sublessor shall make
the same promptly, or in lieu thereof credit the amount thereof to future
installments of Rent as they become due at Sublessee’s option. Sublessor shall
be entitled to receive the entire award in any proceeding with respect to any
taking, without deduction therefrom for any estate vested in Sublessee by this
Lease, and Sublessee shall receive no part of such award. Nothing herein
contained shall be deemed to prohibit Sublessee from making a separate claim,
against the condemnor, to the extent permitted by law, for the value of
Sublessee’s moveable trade fixtures, machinery and moving expenses.


 


ARTICLE XIV


GOVERNMENTAL ORDERS


 


14.01                 Sublessor’s
Compliance with Laws.  Except to the extent affected by
Sublessee’s particular use of the Demised Premises, Sublessor shall be
responsible for


 


22

















 


compliance, at Sublessor’s
sole cost and expense with all statutes, rules, ordinances, orders, codes and
regulations, and legal requirements and standards issued thereunder, as the
same may be enacted and amended from time to time and as apply to the Building
and Common Areas.


 


Except to the extent
affected by Sublessee’s particular use of the Demised Premises (as opposed to
mere use of the Demised Premises for general office purposes) Sublessor shall
be responsible for the compliance of the common area facilities with applicable
Laws relating to architectural barriers to the disabled, specifically including
but not limited to the Americans with Disabilities Act (ADA).  Sublessor hereby agrees to indemnify, defend
and hold Sublessee harmless from any and all loss, costs, liability or expense,
including without limitation reasonable attorney fees, resulting from
Sublessor’s failure to comply with all Laws relating to the Demised Premises,
the Building, the Land and condition of the common area facilities.


 


14.02                 Sublessee’s
Compliance with Laws.  Sublessee shall be responsible for
compliance with all the laws, which are applicable to Sublessee’s particular
use and manner of use of the Demised Premises and the Common Area Facilities.


 


In the event that
Sublessee’s particular use of the Demised Premises and the Common Area
Facilities violates any provision of the laws, including but not limited to the
ADA, Sublessee shall bear all expense, cost and liability for compliance with
such Laws.  Sublessee hereby agrees to
indemnify, defend and hold Sublessor harmless from any and all loss, cost,
liability or expense, including without limitation reasonable attorney fees,
resulting from Sublessee’s failure to comply with all the laws relating to its
particular use and manner of use of the Demised Premises and the common area
facilities.


 


ARTICLE XV


ACCESS TO PREMISES


 


Sublessor’s property
manager and Sublessor’s officers and authorized employees, or any other party
authorized by Sublessor of whom Sublessee has received prior notice and to whom
Sublessee has not objected, shall have the right to enter the Demised Premises
at all reasonable times and upon reasonable notice for the purpose of making
repairs, making connections, installing utilities, providing services to the
Demised Premises or for any other tenant, making connections, installing
utilities,  providing services to the
Demised Premises or for any other tenant, making inspections or showing the
same to prospective purchasers or lenders, or both; provided, however, that
except in the case of an emergency, Sublessor shall give Sublessee reasonable
prior written notice not less than two (2) days in advance of Sublessor’s
intended entry upon the Demised Premises. 
Further, during the last six (6) months of the Term, Sublessor and those
persons authorized by it shall have the right at reasonable times and upon
reasonable notice to show the Demised Premises to prospective tenants.  Sublessee shall permit Sublessor to erect,
use and maintain pipes, conduits, and/or


 


23

















 


duct work in and through
walls or above ceilings which are within or pass through the Demised
Premises.  Not withstanding the above,
access by the Landlord Under the Underlying Lease is authorized as provided for
in the Underlying Lease, Article XVI which is incorporated herein by
reference.


 


ARTICLE XVI


ASSIGNMENT AND SUBLETTING


 


Sublessee shall not
assign, sublet, mortgage, pledge or encumber this Lease, the Demised Premises,
or any interest in the whole or in any portion thereof, without the prior
written consent of Sublessor whose consent shall not be unreasonably withheld;
provided, however, that Sublessee shall have the right, upon prior written
notice to Sublessor, to assign this Lease to a parent, affiliate or subsidiary
corporation of Sublessee with written notice to Sublessor. Further, any
transfer of any interest in the Demised Premises, as set forth herein, shall
require any such transferee to provide to Landlord their acceptance of the
transfer and their acknowledgement to be bound to and comply with the terms of
this Sublease and the underlying ground lease. If Sublessee makes any
assignment, mortgage, sublease or pledge of this Lease or the Demised Premises,
Sublessee will still remain liable for the performance of all terms of this
Lease and any rental or any fees or charges received by Sublessee in excess of
the Rent payable to Sublessor hereunder shall be also paid to Sublessor as
Additional Rent under this Lease, unless Sublessee is expressly released in
writing by Sublessor.


 


ARTICLE XVII


HOLDING OVER


 


Sublessee agrees to
surrender to Sublessor, at the end of the Term of this Lease and/or upon any
cancellation of the Lease, said Demised Premises in as good condition as said
Demised Premises was at the beginning of the Term of this Lease, ordinary wear
and tear, and damage by fire or other casualty not caused by Sublessee’s
negligence, excepted.  Sublessee agrees
that if Sublessee does not surrender said Demised Premises to Sublessor at the
end of the Term of this Lease, then Sublessee will pay to Sublessor 150% of the
amount of the current rental for each month or portion thereof that Sublessee
holds over plus all damages the Sublessor may suffer on account of Sublessee’s
failure to so surrender to Sublessor possession of said Demised Premises, and
will indemnify and save Sublessor harmless from and against all claims made by
any succeeding Sublessee of said Demised Premises against Sublessor on account
of delay of Sublessor in delivering possession of said Demised Premises to said
succeeding Sublessee so far as such delay is occasioned by failure of Sublessee
to so surrender said Demised Premises in accordance herewith or otherwise.


 


24

















 


No receipt of money by
Sublessor from Sublessee after termination of this Lease or the service of any
notice of commencement of any suit or final judgment for possession shall
reinstate, continue or extend the Term of this Lease or affect any such notice,
demand, suit or judgment.


 


No
agreement to accept a surrender of the Demised Premises shall be valid unless
made in writing and subscribed by a duly authorized officer or agent of
Sublessor.


 


ARTICLE XVIII


COVENANT OF QUIET ENJOYMENT


 


Sublessor represents that
it has full right and authority to lease the Demised Premises and that
Sublessee shall peacefully and quietly hold and enjoy the Demised Premises for
the full term hereof so long as it does not default in the performance of any
of the terms hereof.


 


ARTICLE XIX


ENVIRONMENTAL MATTERS


 


Sublessee hereby agrees
to indemnify and hold Sublessor and the Owners of the Property harmless from
and against any and all claims, liabilities, and costs, (including reasonable
attorney fees) relating to the use of the Demised Premises by the Sublessee which
is caused by the use, storage, release, disposal, or generation by Sublessee or
its agents, employees, contractors, or invitees of any Hazardous Materials (as
hereinafter defined) in, on, or about the Project or the Demised Premises.


 


If the Sublessee shall
become aware of, or have reasonable cause to believe, that any Hazardous
Materials have come to be located on or beneath the Demised Premises or the
Project, the Sublessee shall give written notice of such condition to the
Sublessor.  In addition, the Sublessee
shall immediately notify the Sublessor in writing of: (i) any governmental or
regulatory action instituted or threatened relating to any Hazardous Materials
on or about the Demised Premises; (ii) any claim made or threatened by any
person relating to any Hazardous Materials that have come to be located on or
about the Demised Premises or the Project; (iii) any reports made to any local,
state or federal environmental agency arising out of or in connection with any
Hazardous Materials on or about the Demised Premises or the Project, including
any complaints, notices, warnings, or asserted violations in connection
therewith, of which the party becomes aware; and (iv) any presence, use or
disposal of any Hazardous Materials on or about the Demised Premises, even if
such activities are in full compliance of applicable regulations and laws.


 


25

















 


As used in this Lease,
the term “Hazardous Materials” means any substance, material, or waste now or
hereafter determined by any federal, state or local governmental authority to
be capable of posing a risk of injury to health, safety, or property. As used
in this Lease, the term “Environmental Law” means any federal, state or local
statute, law, rule, regulation, ordinance, code, policy or rule of common law
and any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials.


 


ARTICLE XX


SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT


 


This
Lease is subject and subordinate to any and all deeds to secure debt,
mortgages, deeds of trust or other security instruments (“security
Instruments”) now or hereafter placed on the Property of which the Demised
Premises are a part, and this clause shall be self-operative without any
further instrument necessary to effect such subordination; however, if
requested by Sublessor, Sublessee shall promptly execute and deliver to
Sublessor any such certificate or certificates reasonably acceptable to
Sublessee as Sublessor may reasonably request evidencing subordination of this
Lease to or the assignment of this Lease as additional security for such
mortgages or deeds of trust.  Provided,
however, in each case the holder of any Security Instrument shall agree that
this Lease shall not be divested by foreclosure or other default proceedings
thereunder so long as no Event of Default by Sublessee shall then be subsisting
under the terms of this Lease and that such holder or acquirer shall be bound
hereby and responsible to perform all obligations of Sublessor under this
Lease.  Provided such holder or acquirer
shall so agree as provided in the preceding sentence, Sublessee shall continue
its obligations under this Lease in full force and effect notwithstanding any
such default proceedings under a Security Instrument and shall attorn to the
mortgagee, trustee or beneficiary of such Security Instrument, and their
successors or assigns, and to the transferee under any foreclosure or default
proceedings.  Sublessee will, upon
request by Sublessor, execute and deliver to Sublessor or to any other person
designated by Sublessor, any instrument or instruments in form and content
reasonably acceptable to Sublessee evidencing its agreement to so attorn and
perform under this Lease.


 


26

















 


ARTICLE XXI


SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT


AS RELATING TO
UNDERLYING GROUND LEASE


 


The
Sublessor’s interest in the Demised Premises is as Tenant under an underlying
Lease executed by it with Pythia, L.L.C. and Wachovia Bank, N.A., as Trustee,
as Landlord, dated
                            ,
2004, (the “Underlying Lease”). This Sublease is expressly made subject to all
the terms and conditions of the Underlying Lease and this clause shall be self
operating without any further instrumentation necessary to effect any
subordination. The Sublessee shall use the Demised Premises in accordance with
the terms and conditions of the Underlying Lease and not do, or omit to do,
anything which will breach any of its terms. 
If by reason of a default by Sublessor, as Tenant under the Underlying
Lease, in performing any of the terms or provisions required of it, or if for
any other reason the Underlying Lease and Sublessor’s leasehold estate, as
Tenant thereunder, are terminated by legal proceedings, or otherwise, the
Sublessee hereunder will recognize the Landlord under the Underlying Lease as
the Sublessor under this Sublease. Sublessee waives any present or future right
of election to terminate this Sublease or to surrender possession of the
Demised Premises if Sublessor’s interest under the Underlying Lease is
terminated or if a proceeding therefore is brought by the Landlord under the
Underlying Lease.  This Sublease shall
not be affected in any way by any proceeding for the termination of the
Underlying Lease.  In the event that the
rights of Sublessor under the Underlying Lease are terminated, Sublessee shall
make all future rent payments and other financial obligations and other of its
obligation under this Sublease to Landlord under the Underlying Lease.  Notwithstanding the foregoing,  Landlord Under the Underlying Lease shall
have no obligation to honor this Sublease unless: (i) Sublessor and Sublessee
have complied with all of the provisions of and requirements imposed on them by
Article XI, Sections 11.01 (a), (c), (d), (e), (g), (h)  and (i) , of the Underlying Lease; and (ii)
Sublessee shall not be in default in the payment of any Rent obligations or any
other obligations imposed on it by this Lease or the Underlying Lease.


 


ARTICLE XXII


LIABILITY FOR DAMAGE


 


The Sublessor shall not
be liable for any damage done or occasioned by or from the electrical system,
the heating or cooling system, the plumbing and sewer systems; nor for damage
occasioned by water, snow or ice being upon or coming through the roof,
trapdoor, walls, windows, doors or otherwise, in, upon or about the Demised
Premises or the Project of which the Demised Premises are a part, nor for any
damage arising from acts of negligence of co-Sublessees or other occupants of
the Business Center.  The Sublessor
shall not be liable for any damage occasioned by reason of the construction of
the Demised Premises or for failure to keep the Demised Premises in repair,
unless the Sublessor is obligated to make such repairs under the terms hereof
and unless, notice of the need for repairs has been given the Sublessor, a
reasonable time has elapsed and the Sublessor has failed to make such repairs,
in any event the


 


27

















 


Sublessor shall not be
liable for any damage to the Sublessee’s stock-in-trade, trade fixtures,
furniture, furnishings, floor and wall coverings, ceiling-hung chandeliers and
other adornments, special equipment and all other items of personal property of
the Sublessee resulting from fire or other hazards, unless occasioned by action
or inaction of the Sublessor, and the Sublessee hereby releases the Sublessor from
all liability for such damage.  The
Sublessee agrees to procure a waiver of subrogation endorsement from its
insurer, so long as the same shall not void any insurance policy of the
Sublessee, and to furnish evidence of such waiver to the Sublessor upon
request.


 


ARTICLE XXIII


TRANSFER OF SUBLESSOR’S INTEREST


 


If Sublessor shall sell,
assign or transfer all or any part of its interest in the Demised Premises or
in this Lease to a successor in interest which expressly assumes the
obligations of Sublessor hereunder and provides Sublessor and Sublessee with
proof of adequate insurance (which covers the risk and liabilities and is not
less in covered amounts than Sublessor’s insurance) at the time of such
transfer, then Sublessor shall thereupon be released or discharged from all
covenants and obligations hereunder, and Sublessee shall look solely to such
successor in interest for performance of all of Sublessor’s obligations;
provided, that the Sublessor shall not be relieved of its liability, if any, to
the Sublessee for acts or omissions that occurred prior to the transfer.  Sublessee’s obligations under this Lease
shall in no manner be affected by Sublessor’s assignment hereunder, and
Sublessee shall thereafter attorn and look solely to such successor in interest
as the Sublessor hereunder.


 


ARTICLE XXIV


SUBLESSOR LIABILITY


 


No owner of the Demised Premises, whether or not named
herein, shall have liability hereunder after he ceases to hold title to the
Demised Premises, except for obligations, which may have theretofore
accrued.  Neither Sublessor nor any
officer, director, shareholder, partner or principal, whether disclosed or
undisclosed, of Sublessor shall be under any personal liability with respect to
any of the provisions of this Lease, and if Sublessor is in breach or default
with respect to Sublessor’s obligations or otherwise under this Lease,
Sublessee shall look solely to the equity of Sublessor in the Demised Premises
for the satisfaction of Sublessee’s remedies.


 


28

















 


ARTICLE XXV


ESTOPPEL CERTIFICATE


 


Within ten (10) days
after a request by Sublessor or any mortgagee or ground Sublessor of Sublessor,
Sublessee shall deliver a written Estoppel certificate, in form supplied by or
acceptable to Sublessor, certifying any facts that are then true with respect
to this Lease, including, but not limited to, that this Lease is in full force
and effect, that no default exists on the part of Sublessor or Sublessee, that
Sublessee is in possession, that Sublessee has commenced the payment of Rent,
and that there are no defenses or offsets claimed by Sublessee with respect to
payment of Rent under this Lease or, if such defense or offsets exist, setting
forth the same.  Likewise, within ten
(10) business days after a request by Sublessee, Sublessor shall deliver to
Sublessee a similar Estoppel certificate covering such matters as are
reasonably required by Sublessee.


 


ARTICLE XXVI


FORCE MAJEURE


 


In the
event Sublessor or Sublessee shall be delayed, hindered or prevented from the
performance of any act required hereunder, by reason of governmental
restrictions, scarcity of labor or materials, strikes, fire, or any other
reasons beyond their control, the performance of such act shall be excused for
the period of delay, and the period for performance of any such act shall be
extended as necessary to complete performance after the delay period.  However, the provisions of this
Article 26 shall in no way be applicable to the obligations of Sublessee
or Sublessor to pay, repay or reimburse any sums, monies, costs, charges or
expenses owing from one to the other under this Lease, including without
limitation, Sublessee’s obligations to pay Rent hereunder.


 


ARTICLE XXVII


SUBLESSEE DEFAULT


 


27.01                 Events of
Default.  The occurrence of any of the following events shall
constitute a default under this Lease:


 


a.                                       Sublessee,
its agents, employees, invitees, visitors, customers or licensees create a
default in the Underlying Lease which arises in any manner by their actions or
inactions.


 


b.                                      Sublessee
fails to pay any installment of Rent within ten (10) business days after such
installment is due, and fails to cure such delinquency within three (3)
business days after actual receipt of written notice thereof by Sublessee from
Sublessor:


 


c.                                       Sublessee
fails to pay any additional item or any other charge or sum required to be paid
by Sublessee hereunder within thirty (30) days after actual receipt of written
notice thereof by Sublessee from Sublessor; or


 


29

















 


d                                         Sublessee
fails to perform or commence in good faith and proceed with reasonable
diligence to perform any of its covenants under this Lease within thirty (30)
days after actual receipt of written notice thereof by Sublessee from Sublessor.


 


e.                                       Sublessee
shall become bankrupt or insolvent or file any debtor proceedings, or file
pursuant to any statute a petition in bankruptcy or insolvency or for
reorganization, or file a petition for the appointment of a receiver or trustee
for all or substantially all of its assets, and such petition or appointment
shall not have been set aside within sixty (60) days from the date of such
petition or appointment, or if such party makes an assignment for the benefit
of creditors, or petitions for or enters into such an arrangement.


 


f.                                         Sublessee
vacates the Demised Premises at any time or fails to occupy within thirty (30)
days of the date for occupying as set forth herein.


 


27.02                 Sublessor’s
Remedies.  In the event
Sublessee is in default pursuant to the conditions set forth in Paragraph 27.01
above, Sublessor, during the continuation of such default, shall have the
option of pursuing either of the following remedies:


 


a.                                       Sublessor
may terminate this Lease, in which event Sublessee immediately shall surrender
possession of the Demised Premises.  All
obligations of Sublessee under the Lease, including Sublessee’s obligation to
pay Rent under the Lease, shall cease upon the date of termination except for
Sublessee’s obligation to pay Rent due and outstanding as of the date of
termination.


 


b.                                      Sublessor,
without terminating the Lease, may require Sublessee to remove all property
from the Demised Premises within thirty (30) days so that Sublessor may
re-enter and relet the Demised Premises to minimize Sublessor’s damages.  In the event Sublessee shall fail to remove
all property within thirty (30) days after said demand, Sublessor shall be
entitled to remove Sublessee’s property to a storage facility, and all
reasonable costs of such removal and storage shall be deemed Additional Rent
under the Lease for which Sublessee is responsible for payment.  Sublessor may enforce all of its rights and
remedies under this Lease, including the right to recover the Rent as it becomes
due hereunder, provided that Sublessor shall have an affirmative obligation to
use Sublessor’s best efforts to re-let the Demised Premises and to mitigate its
damages under the Lease.


 


c.                                       Sublessor
may accelerate and declare the entire remaining unpaid Rent for the balance of
this Lease to be immediately due and payable forthwith and may, at once, take
legal action to recover and collect the same, such amount being discounted to
present value using the prime rate published by a national bank acceptable to
Sublessee and Sublessor and such amount reduced by the amount of rent Sublessor
will receive by reletting the Demised Premises for the remainder of the Term or
portion thereof.


 


30

















 


d.                                      If
this Lease is terminated as set forth, Sublessor may relet the Demised Premises
(or any portion thereof) for such Rent and upon such terms as Sublessor is able
to obtain (which may be for lower or higher rent, and for a shorter or longer
term), and Sublessee shall be liable for all damages sustained by Sublessor, including
but not limited to any deficiency in Rent for the duration of the Lease Term
(or for the period of time which would have remained in the Term of this Lease
in the absence of any termination, leasing fees, attorney fees, other marketing
and collection costs and all expenses of placing the Demised Premises in first
class rentable condition).


 


e.                                       Nothing
contained herein diminishes any right Sublessor may have under South Carolina
law to sue Sublessee for damages in the event of any default by Sublessee under
this Lease, or from pursuing any other remedy available to Sublessor at law or
in equity.


 


ARTICLE XXVIII


SUBLESSOR DEFAULT


 


In the event that the
Sublessor shall breach its obligations under this Lease, the Sublessee shall
give the Sublessor written notice and thirty (30) days to cure such
default.  In the event the Sublessor
shall fail to cure such default within the thirty (30) day period, the
Sublessee shall have the right to exercise any rights or remedies available in
this Lease, at law or in equity unless such matter would take longer than
thirty (30) days to cure and Sublessor is reasonably proceeding to cure the
breach.


 


ARTICLE XXIX


REMEDIES CUMULATIVE — NON-WAIVER


 


Unless otherwise
specified in this Lease no remedy of Sublessor or Sublessee shall be considered
exclusive of any other remedy, but each shall be distinct, separate and
cumulative with other available remedies. 
Each remedy available under this Lease or at law or in equity may be
exercised by Sublessor or Sublessee from time to time as often as the need may
arise.  No course of dealing between
Sublessor and Sublessee, or any delay or omission of Sublessor or Sublessee in
exercising any right arising from the other party’s default, shall impair such
right or be construed to be a waiver of default.


 


ARTICLE XXX


NOTICES


 


Any notice allowed or
required by this Lease shall be in writing, and shall be deemed effective upon
deposit, with proper postage attached or fee paid when sent by either (i)
United States mail, via certified mail or registered mail, return receipt


 


31

















requested, with proper
postage prepaid, or (ii) nationally recognized overnight courier (for example,
Federal Express). Notices shall be addressed as follows:


 


	
  AS TO SUBLESSOR:

  	
   

  	
  Augusta Road Holdings,
  LLC

  
	
   

  	
   

  	
  101 E. Washington St.,
  Suite 310

  
	
   

  	
   

  	
  Greenville, SC 29601

  
	
   

  	
   

  	
  Attn:  Mark A. Cothran

  
	
   

  	
   

  	
   

  
	
  AS TO SUBLESSEE:

  	
   

  	
  Greenville First Bank,
  National Bank

  
	
   

  	
   

  	
  112 Haywood Road

  
	
   

  	
   

  	
  Greenville, SC 29615

  
	
   

  	
   

  	
  Attention:  Art Seaver

  



 


The addresses of
Sublessor and Sublessee and the party, if any, to whose attention a notice or
copy of same shall be directed may be changed or added from time to time by
either party giving notice to the other in the prescribed manner.  Upon request, Sublessee shall also send a
copy of all notices from Sublessee to any mortgagee or ground Sublessor of
Sublessor; provided, however, that in no event shall Sublessee be required to
send more than two (2) additional notices to any mortgagees or ground Sublessors.


 


ARTICLE XXXI


SURRENDER OF PREMISES


 


At the expiration or
earlier termination of the Base Term of this Lease or any extension thereof,
Sublessee shall surrender the Demised Premises and, subject to the terms of
this Lease, all Sublessee Improvements, alterations and additions thereto, and
keys therefore to Sublessor, clean and neat, and in the same condition.


 


ARTICLE XXXII


NO REPRESENTATIONS


 


Neither Sublessor nor
Sublessor’s agent has made any representations or promises, except such as are
contained herein or endorsed hereon, to the Sublessee respecting the condition
of the Demised Premises or any other matter or thing relating to the Demised
Premises or the Lease.  The taking
possession of the Demised Premises by the Sublessee shall be conclusive evidence
against the Sublessee or anyone holding under this Lease that the Demised
Premises were in good and satisfactory condition when possession of the Demised
Premises was so taken.


 


32

















 


ARTICLE XXXIII


MISCELLANEOUS


 


33.01                 Evidence of
Authority.  If requested by either party, the other party
shall furnish appropriate legal documentation evidencing the valid existence
and good standing of such other party and the authority of any parties signing
this Lease to act for such other party.


 


33.02                 Nature and
Extent of Agreement.  This Sublease, together with all
exhibits hereto, contains the complete Lease of the parties concerning the
subject matter, and there are no oral or written understandings,
representations, or agreements pertaining thereto which have not been
incorporated herein.  This Sublease
creates only the relationship of Sublessor and Sublessee between the parties,
and nothing herein shall impose upon either party any powers, obligations or
restrictions not expressed herein.  This
Sublease shall be construed and governed by the laws of the state in which the
Project is located.


 


33.03                 Binding Effect.  This
Sublease shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and assigns. This Sublease may be
executed in multiple counterparts, each of which shall constitute an original,
but all of which taken together shall constitute one and the same
agreement.  This Sublease shall not be
binding on Sublessor until executed by Sublessor and delivered to Sublessee.


 


33.04                 Captions and
Headings.  The captions and headings in this Sublease are for
convenience and reference only, and they shall in no way be held to explain,
modify, or construe the meaning of the terms of this Sublease.


 


33.05                 Rules and
Regulations.  The Rules and Regulations attached as Exhibit 6
 (“Rules and
Regulations”) are Sublessor’s Rules and Regulations for the Project and
Buildings.  Sublessee shall faithfully
observe and comply with such Rules and Regulations and such changes therein
(whether by modification, elimination, addition or waiver) as Sublessor may
hereafter make and communicate in writing to Sublessee, which shall be
necessary or desirable for the reputation, safety, care or appearance of the
Project and Buildings or the preservation of good order therein or the
operation or maintenance of the Project and Buildings or the equipment thereof
or the comfort of tenants or others in the Project and Buildings.


 


33.06                 Severability.  If
any term, covenant, condition or provision of this Sublease, or the application
whereof to any person or circumstance, shall ever be held to be invalid or
unenforceable, then in each such event the remainder of this Sublease or the
application of such term, covenant, condition or provision to any other person
or any other circumstance (other than those as to which it shall be invalid or
unenforceable) shall remain valid and enforceable to the fullest permitted by
law.


 


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33.07                 Governing Law.  This
Sublease shall be construed according to, and be governed by, the laws of the
State of South Carolina.


 


33.08                 Time of
Essence.  Time shall be of the essence in the performance of
the terms and conditions of this Sublease.


 


33.09                 Recording.  It
is not intended that this Sublease be recorded, but at the request of either
party the other party shall execute a Memorandum or Short Form Sublease and the
Sublease shall be recorded with the requesting party paying the recording
costs.


 


33.10                 Addendum.  Modifications
to this Sublease, if any, are presented in Exhibit
         which is attached to
and made a part of this Sublease.  In
the event of any inconsistency between the provisions contained within the body
of this Sublease and the Addendum, the provisions of the Addendum shall
control.


 


IN WITNESS WHEREOF, the
parties have caused this Sublease to be duly executed and sealed pursuant to
authority duly given, as of the day and year first above written.


 


 


	
   

  	
   

  	
  SUBLESSOR:  Augusta
  Road Holdings, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Mark A. Cothran

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Its:

  	
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date of Execution:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUBLESSEE:

  	
  Greenville First Bank,

  	
   

  
	
   

  	
   

  	
   

  	
   National Association

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Its:

  	
   

  	
   

  
												



 


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  Date of Execution:

  	
   

  	
   

  



 


35

















 


LISTING OF
EXHIBITS


 


	
  EXHIBIT 1

  	
   

  	
  Survey

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 2

  	
   

  	
  Site Plan

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 2a

  	
   

  	
  Existing Schlotzsky’s Site

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 2b

  	
   

  	
  Developed by Bank Plan

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 3

  	
   

  	
  Curb and Paving Specifications

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 4

  	
   

  	
  Estimated Common Area Operating
  Expenses

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 5

  	
   

  	
  Estimated Total Rent (Year 1)

  
	
   

  	
   

  	
   

  
	
  EXHIBIT 6

  	
   

  	
  Rules and Regulations

  



 


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