**Exhibit10.6**

 

 

**SUBLEASEAGREEMENT**

 

 

**SUBLESSOR:      Augusta Road Holdings, LLC**

 

**SUBLESSEE:****                      GreenvilleFirst Bank, National Association**

 

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| **STATE OF SOUTH CAROLINA** | **)** |                   |
|-----------------------------|-------|------------------------|
|                        | **)** |                   |
| **COUNTY OF GREENVILLE**    | **)** | **SUBLEASE AGREEMENT** |

 

**THIS SUBLEASE AGREEMENT** (the “Lease”) firstmade and entered into on the 26 day of February, 2004, by and between **Augusta RoadHoldings, LLC**, hereinafter called “Sublessor”, and **GreenvilleFirst Bank, National Association**, hereinafter called “Sublessee”;

 

**WITNESSETH:**

 

**WHEREAS,**this is a Sublease. The Sublessor’s interest in the Premises is as Tenantunder 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 (hereafterthe “Underlying Lease”). Sublease is expressly made subject to all the termsand conditions of the Underlying Lease. This Sublease is expressly made subjectto all the terms and conditions of the Underlying Lease.  A survey of the real estate subject to theUnderlying Lease is as shown on survey for Augusta Road Holdings, LLC, preparedby                                ,dated                     ,20    , and which said plat was recorded in ROD forGreenville County, South Carolina, on                        ,in Plat Book            , atpage         , (hereinafter the“Property”) and a reduced copy of which is attached hereto as **Exhibit 1** (Survey). The Owners of theProperty, both as they are now constituted and will be in the future, and whichare the lessors under the Underlying Lease are hereinafter referred tosingularly and collectively as the “Owners of the Property” and sometimes as“Landlord Under the Underlying Lease”; and

 

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

 

**NOW, THEREFORE**, Sublessor and Sublesseecovenant and agree as follows:

 

**ARTICLE I**

**GRANT AND TERM**

 

**1.01****                        Demised Premises**.  The Sublessor, for and in consideration ofthe rents, covenants, agreements and stipulations hereinafter mentionedreserved and contained, to be paid, kept and performed by the Sublessee, bythese presents does lease and

 
|   | Sublessor |   |   | sublessee |   |
|--------|-----------|--------|--------|-----------|--------|

 

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rent to the saidSublessee, and said Sublessee hereby agrees to lease and take upon the termsand conditions which hereinafter appear a portion of the Property identified onthe Site Plan included herein as **Exhibit 2**together with a non-exclusiveright and easement to use all Common Areas which include but are not limitedto, driveways, parking areas, landscaped areas, drainage easements and otherfacilities of the Demised Premises.

 

The Demised Premisessubject to this Sublease (as shown on **Exhibit 2**) now consists of land andimprovements including a building presently occupied by Schlotzsky’s (“theSchlotzsky’s Building”).  Sublesseedesires the right to demolish the Schlotzsky’s Building and to construct abuilding, containing no more than 2,000 square feet and related improvements tobe used by Sublessee as a Bank Facility as shown on the Site Plan includedherein as **Exhibit 2**,subject to the terms of the Underlying Lease. Sublessor hereby grants Sublessee the right to demolish the existingSchlotzsky’s Building and current site improvements as included herein as **Exhibit 2a, (**“ExistingSchlotzsky’s Site”) further provided that Sublessee complies with therequirements of the Underlying Lease and this Sublease.  Sublessee acknowledges that its rights underthis Lease are subject to the rights of TLK, LLC under its lease agreement withthe Owners of the Property and it will take no actions to interfere with saidlessee during the term of its lease agreement with Owners of the Property.

 

**1.02**                        **Accessand Parking**.  Sublessor warrants that there is fulland free ingress, egress and access to and from the Demised Premises from apublic highway or road.  The Sublessorhereby grants to Sublessee, its employees, visitors and guests a non-exclusiveright and easement to use all driveways and parking facilities at no charge forthe term of the Lease, as same may be extended, which form a part of theDemised Premises, subject to posted rules and regulations and at the sole riskof each driver and user of said facility. Sublessee shall be entitled to the exclusive use of 3 designated parkingspaces and 3 non-exclusive parking spaces as set forth in attached **Exhibit 2**.  The parking facility shall not be used forthe storage of abandoned or defective vehicles or for any other purpose excepttransient parking.  Neither Sublesseenor Sublessee’s employees, officers, agents, guests, invitees or other personsvisiting the Demised Premises shall have any rights to any particular parkingspace or spaces, as set forth hereinabove, and no special markings or signs maybe placed on any parking spaces by Sublessee.

 

**1.03****                        InitialTerm**.  The period beginning uponthe execution hereof and continuing until delivery of the Demised Premises asevidenced by Sublessee’s execution of the Confirmation of Lease Term Agreementreferenced in Section 1.08 below shall be hereinafter referred to as the“Initial Term”.

 

**1.04****                       ****Pro Rata Rent Term**.  The period beginning uponthe Rental Commencement Date (hereinafter defined in Paragraph 2.01) andcontinuing until the beginning of the Base Term (hereinafter defined inParagraph 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 completecalendar 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 LeaseCommencement Date shall constitute a lease year.

 

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

 

**1.06****                        RenewalTerm**.  Providing Sublessee has not defaulted in theperformance of any condition of this Lease Agreement, Sublessee shall have theoption to extend the term of this Lease Agreement for three (3) additionalperiods of five (5) years from the expiration date of the Base Term (the“Renewal Term”), provided however that written notice is given Sublessor ofsuch intention to extend the Lease Agreement one hundred eighty (180) daysprior to the expiration date, and further provided that all conditions of saidLease Agreement except the rental rate which shall be adjusted as providedherein shall continue in full force and effect for the period of suchextension, and there shall be no privilege to extend the terms of this SubleaseAgreement for any period of time beyond the expiration of the agreed uponextended terms, and further provided that the term of the within Sublease shallnot extend beyond February 28, 2039.

 

**1.07****                        Constructionof Demised Premises**.  Upon delivery of the Premises (the datethe Building is vacated by Schlotzsky’s), Sublessee, at Sublessee’s soleexpense, shall;

 

a.               Submit or havesubmitted Sublessee’s plans and specifications for approval by Sublessor andper the terms of the Underlying Lease.

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

c.               Per the UnderlyingLease, give notice to the Sublessor and the Landlord Under the UnderlyingLease, prior to demolishing the Schlotzsky’s Building and site improvementscontained within the delineated area identified in **Exhibit 2a.**

d.              Construct a Buildingand improvements (referred to as “Replacement Building 2” in the “UnderlyingLease”) in substantial accordance with the approved plans and specificationsper paragraph 1.07(a) upon the Demised Premises and in accordance with **Exhibit2b**, (hereinafter the “Developed by Bank Plan”) and thespecifications (hereinafter the “Curb and Paving Specifications”) includedherein as **Exhibit 3.**

 

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

 

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

 

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

 

The Irrevocable Letter ofCredit issued by said Federal or State bank for the demolition of theSchlotzsky’s Building shall be in a form and substance agreeable to Sublessor,but shall contain at a minimum, the following provisions: (i) the IrrevocableLetter of Credit shall be in the amount which shall be the difference betweenFive Hundred Thousand and No/100 ($500,000.00) Dollars and the fair marketvalue of Replacement Building 1 (as defined in the Underlying Lease) asdetermined by the appraiser provided for hereinabove employed to determine thefair market value of Replacement Building 1 as constructed; (ii) Sublessorshall be the beneficiary of the Irrevocable Letter of Credit; (iii) the Bank issuingthe Irrevocable Letter of Credit will pay the Sublessor the face amount of theLetter 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 GreenvilleFirst Bank, its Sublessee, failed to complete the construction of theReplacement Building 2, the building which was to replace the Schlotzsky’sBuilding demolished by Sublessee, within eight (8) months from the date suchdemolition commenced; (2) his affidavit that he has not been furnished with acertification and appraisal from the designated appraiser for ReplacementBuilding 2 as set forth herein below, that the construction of ReplacementBuilding 2 has been completed in substantial conformity with the plans andspecifications provided to him by Sublessor and Sublessee within eight (8)months from the date of the commencement of the demolition of the Schlotzsky’sBuilding and that Replacement Building 2 has a fair market value of Two HundredFifty 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 ofthe said Irrevocable Letter of Credit.

 

The fair market value ofReplacement Building 2 shall be determined by a licensed commercial real estateappraiser in Greenville, South Carolina, having a MAI designation.  The parties hereto agree that eitherRobinson Company of Greenville, Inc. or Stone & Associates, Inc. is an acceptableappraiser.  Sublessor shall select oneof the two companies to perform the appraisal. In the event both companies cease to exist, or should decline to performthe appraisal, the Sublessor and the Landlord Under the Underlying Lease shallmutually select an appraiser per the Underlying Lease. SUBLESSEE SPECIFICALLY ACKNOWLEDGES THAT THESELECTION PROCESS OF THE APPRAISER AS SET FORTH IN THE UNDERLYING LEASE ISCONTROLLING.  Prior tocommencement of demolition of Schlotzsky’s Building, an appraisal shall beprovided to the Sublessor by the selected appraiser which appraisal shall bebased on the plans and specifications provided him by the Sublessor andSublessee certifying that the proposed Replacement Building 2 if built inaccordance with said plans and specifications has a fair market value of atleast $250,000.00.  Unless otherwiseapproved in writing by Sublessor, the appraiser shall agree to have his finalcertification and appraisal completed within nine (9) months from the datedemolition commenced on the Schlotzsky’s Building certifying whetherReplacement Building 2 was completed in substantial conformity with the plansand specifications provided to him by Sublessor and Sublessee and certifying tothe fair market value of said completed Building.  The cost of this appraisal shall be paid by Sublessee.  The appraiser may include in his fair marketvaluation of the Replacement Building 2 the site work for said building, butnot the costs of demolition of any existing buildings or site work.  Sublessor and Sublessee agree that the fairmarket value of Replacement Building 2 shall be determined by the selectedappraiser from the plans and specifications provided to him by Sublessor andSublessee prior to the commencement of construction of said Building, but whichvaluation shall be adjusted by the appraiser to the extent that said Buildinghas not been constructed in substantial conformity with said plans andspecifications.  The fair marketvaluation of Replacement Building 2 contained in the certification andappraisal to be delivered to the Sublessor by the selected appraiser shall bedetermined by the selected appraiser, as set forth hereinabove.

 

Sublessor and Sublesseeagree that the date demolition is deemed to have commenced on the Schlotzsky’sBuilding shall be twenty (20) days after their issuing Bank executes theIrrevocable Letter of Credit, unless Sublessor and Sublessee jointly agree on adifferent date in writing.  The dateReplacement Building 2 has been completed shall be deemed to be the date thatSublessee delivers to Sublessor a certified copy of the Occupancy Permit forReplacement Building 2 issued by the City of Greenville, South Carolina.  In the event the Replacement Building 2 isnot completed within eight (8) months after the date the demolition of theSchlotzsky’s Building commenced, as defined herein, and Replacement Building 2does 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 Bankissuing the Irrevocable Letter of Credit his affidavits and the sight draftreferred to hereinabove.  The proceedsreceived by the Sublessor from the Irrevocable Letter of Credit shall be ascompensation for the demolition of Sublessor’s Building by Sublessee.  UPON THE PAYMENT OF THE PROCEEDS FROM THEIRREVOCABALE LETTER OF CREDIT TO SUBLESSOR, SUBLESSEE SHALL BE IN DEFAULT UNDERTHIS LEASE AND SUBLESSOR SHALL HAVE THE RIGHT TO IMMEDIATELY EXERCISE ALL OFTHE RIGHTS GRANTED IT UNDER THIS LEASE AND SUBLESSEE SHALL HAVE NO RIGHT TOCURE SAID DEFAULT, AS MAY BE OTHERWISE PROVIDED FOR IN THIS LEASE.

 

The Sublessor shallpromptly return the Irrevocable Letter of Credit to the issuing Bank pursuantto this Section 1.05 if Sublessee has completed construction of theReplacement Building 2, provided for hereinabove, within eight (8) months fromthe date of the commencement of the demolition of the Schlotzsky’s Building andthat the fair market value of Replacement Building 2 is in an amount equal toor greater than the minimum amount set forth hereinabove for ReplacementBuilding 2.

 

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

 

The time requirementsimposed on Sublessee for the completion of the construction work contemplatedby this Section 1.07 shall not be extended except pursuant to theagreement of the parties contained in Section XXVI of this Sublease.

 

**1.08****                        SubleaseCommencement Date**.  There shall be no delay in thecommencement of the Term of this Lease Agreement and/or payment of therent.  The Demised Premises shall beready for occupancy on such date that the current tenant vacates the existingbuilding, hereinafter referred to as “the Schlotzsky’s Building”.

 

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**ARTICLE II**

**RENT**

 

**2.01****                        Rent**.  Beginningon the Rental Commencement Date (as hereinafter defined) and continuingthroughout the full term of this Lease Agreement, Sublessee shall pay toSublessor 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 thedate on which (a) the existing building is vacated by Schlotzsky’s, or, (b) thedate of occupancy by the Sublessee, whichever is sooner.  If the Rental Commencement Date is a dateother than the first day of a calendar month, the Base Rent shall be prorateddaily from such date to the first day of the next calendar month and paid onthe Rental Commencement Date (hereinafter referred to as “Pro-Rata Rent”).

 

a.**                                       RentDuring Initial Term**.  During the Initial Term, Sublesseeshall not be required to pay Rent.

 

b.                                      **RentDuring Pro Rata Rent Term**.  The Pro Rata Rent, whichincludes Additional Rent (defined in Paragraph 2.02 shall be$        per diem and shall be paid at timeof occupancy.

 

c.                                       **RentDuring Base Term**.  Therent 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.                                      **Adjustmentfor Base Rent During Years Six (6) Through Ten (10) of the Base Term**.  Atthe end of the fifth (5th) lease year during the Base Term hereofand 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 thefollowing:

 

$57,651.00

 

**OR**

 

any increase as determinedin accordance with the following provisions:

 

(i)                                     Aspromptly as practical after the end of the expiring term of this LeaseAgreement, the Sublessor shall compute the increase, if any, in the cost

 

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

 

(ii)                                  TheIndex number indicated for the month of the rental commencement date under “AllItems, All Urban Consumers” shall be “base Index number” and the correspondingIndex number for the month preceding the rental commencement date for the fifthyear of the Base Term shall be the current Index number.”

 

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

 

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

 

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

 

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

 

e.                                       **Adjustmentfor Base Rent During Years Eleven (11) Through Fifteen (15) of the Base Term**.  Atthe end of the tenth (10th) lease year during the Base Term hereofand effective simultaneously with the commencement of beginning of the eleventh(11th) lease year of the Base Term, the Base Rent shall be adjustedto reflect any increases in the Consumer Price Index (CPI-U) by multiplying theBase Rent in effect immediately prior to such adjustment by a fraction, thenumerator of which shall be the Consumer Price Index (CPI-U) as of the mostrecent 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 ofsuch adjustment); and the Base Rent thereby established by such adjustment

 

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

 

f.                                         **Adjustmentfor Base Rent During Years Sixteen (16) Through Twenty (20) of the Base Term**.  Atthe end of the fifteenth (15th) lease year during the Base Termhereof and effective simultaneously with the commencement of beginning of thesixteenth (16th) lease year of the Base Term, the Base Rent shall beadjusted to reflect any increases in the Consumer Price Index (CPI-U) bymultiplying the Base Rent in effect immediately prior to such adjustment by afraction, the numerator of which shall be the Consumer Price Index (CPI-U) asof 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 ofsuch adjustment); and the Base Rent thereby established by such adjustmentshall continue in effect as the Base Rent required to be paid hereunderthroughout the sixteenth (16th) through the twentieth (20th)lease years of the Base Term.

 

g.                                      **Base RentDuring Renewal Terms**.  For each lease year of theextended terms, the Base Rent shall be subject to adjustment for increases inthe Consumer Price Index as follows:

 

**Adjustment for First Renewal Term**:  Atthe end of the twentieth (20th) lease year during the Base Termhereof and effective simultaneously with the commencement of the First RenewalTerm, the Base Rent shall be adjusted to reflect any increases in the ConsumerPrice Index (CPI-U) by multiplying the Base Rent in effect immediately prior tosuch adjustment by a fraction, the numerator of which shall be the ConsumerPrice Index (CPI-U) as of the most recent publication date prior to thebeginning of the First Extended Term and the denominator of which shall be theConsumer Price Index (CPI-U) as of the most recent date prior to the beginningof the preceding five (5) year period (but in no event shall the Base Rent bereduced as a result of such adjustment); and the Base Rent thereby establishedby such adjustment shall continue in effect as the Base Rent required to bepaid hereunder throughout the First Renewal Term.

 

**Adjustment for Second Renewal Term**:  Atthe end of the fifth (5th) lease year of the First Renewal Term andeffective simultaneously with the commencement of the Second Renewal Term, theBase Rent shall be adjusted to reflect any increases in the Consumer PriceIndex (CPI-U) by multiplying the Base Rent in effect during the First RenewalTerm 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 theSecond Renewal Term and the denominator of which shall be the Consumer PriceIndex (CPI-U) as of the most recent date prior to the beginning of thepreceding five (5) year period (but in no event shall the Base Rent be reducedas a result of such adjustment); and the Base Rent thereby established by suchadjustment shall continue in effect as the Base Rent required to be paidhereunder throughout the Second Renewal Term.

 

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**Adjustment for Third Renewal Term**:  Atthe end of the fifth (5th) lease year of the Second Renewal Term andeffective simultaneously with the commencement of the Third Renewal Term, theBase Rent shall be adjusted to reflect any increases in the Consumer PriceIndex (CPI-U) by multiplying the Base Rent in effect during the Second RenewalTerm 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 theThird Renewal Term and the denominator of which shall be the Consumer PriceIndex (CPI-U) as of the most recent date prior to the beginning of thepreceding five (5) year period (but in no event shall the Base Rent be reducedas a result of such adjustment); and the Base Rent thereby established by suchadjustment shall continue in effect as the Base Rent required to be paidhereunder throughout the Third Renewal Term.

 

(* Consumer Price Indexfor 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 ifsuch index be discontinued, the generally recognized successor index.)

 

**2.02****                        AdditionalRent**.  Sublessee shall beresponsible for the payment of certain costs relating to the operation of theProject.  These costs include operatingexpenses, real estate taxes, and insurance premiums, each being specificallydetailed in Paragraph 2.02a, 2.02b, 2.02c and 2.02d, respectively.

 

a.**                                       OperatingExpenses**.  Sublessee, during the Base Term and any renewal orextension periods, agrees to pay as additional rent (hereinafter the“Additional Rent”) its prorata share of the amount paid by Sublessor foroperation and maintenance of the Site (collectively “Operating Expenses”).  Operating Expenses shall include, but not belimited to, the following:  (i) allexpenses for operation, repair, replacement and maintenance as necessary tokeep the Site and common area of the Project and the grounds, and parking areasassociated therewith in good order, condition and repair, including but notlimited to, utilities for the common areas of and relating to the Projectexpenses associated with the driveways and parking areas (including re-pavingand snow, trash and ice removal, lighting facilities, landscaped areas,walkways, directional signage, curbs, drainage strips, sewer lines, all chargesassessed against the Project pursuant to any applicable easements, covenants ordevelopment 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 ordepreciated under generally accepted accounting principles shall not beincluded in calculating Operating Expenses; provided, however, notwithstandingthe foregoing, that Operating Expenses shall include amortization of all costsof capital improvements which are for the purpose of reducing OperatingExpenses and which ultimately result in a reduction in Sublessee’sproportionate share of Operating Expenses.

 

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b.**                                      RealEstate Taxes**.  As Additional Rent, Sublessee shall pay itsproportionate part of any ad valorem taxes assessed and allocable to the realestate and improvements of which the Demised Premises form a part.

 

c.                                       **Reimbursementof Sublessor’s Cost of Insurance**.  As Additional Rent, Sublessee shall pay its proportionate part ofthe cost of any insurance premiums which Sublessor is required to carry underParagraph 4.01.

 

d.**                                      OtherAdditional Rent Provisions**.  Any amounts required to be paidby Sublessee under this Paragraph 2.02 and any charges or expenses incurred bySublessor on behalf of Sublessee (including any construction costs incurred bySublessor beyond the Sublessee Improvement Allowance and amortized over theterm of the Lease) shall be considered Additional Rent payable in the samemanner and upon the same terms and conditions as the Base Rent reservedhereunder. Any failure on the part of Sublessee to pay such Additional Rentwhen and as the same shall become due shall entitle Sublessor to the remediesavailable to it for non-payment of Base Rent. Sublessee’s obligations forpayment of Additional Rent shall begin to accrue on the Rental CommencementDate. As used in this Lease, the term “Rent” shall include Base Rent andAdditional Rent, except as otherwise expressly provided to the contrary.

 

**2.03****                        AdditionalRent Estimated and Paid Monthly**. Sublessor shall estimate the total amount of Operating Expenses, RealEstate Taxes, and Insurance Premiums to be paid by Sublessee during eachcalendar year and promptly after the beginning of each calendar year or partialcalendar year during the Base Term and Sublessee shall pay to Sublessorone-twelfth (1/12) of such sum on the first day of each calendar month duringeach such calendar year, or part thereof, during the Base Term. Sublessor’sestimate 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 ofOperating Expenses, Real Estate Taxes, and Insurance Premiums for such calendaryear, and within thirty (30) days after receipt of such statements, Sublesseeshall pay any deficiency between the actual amount owed and the estimates paidduring such calendar year, or in the event of overpayment, Sublessor shall, atSublessor’s option, credit the amount of such overpayment toward the nextinstallment of Operating Expenses, Real Estate Taxes, or Insurance Premiums, orrefund the amount of such overpayment to Sublessee.  If the Rental Commencement Date of the Base Term shall fall onother than the first day of the calendar year, or if the Expiration Date shallfall on other than the last day of the calendar year, Sublessee’s share of theOperating Expenses, Real Estate Taxes, and Insurance Premiums for such calendaryear shall be apportioned prorata.

 

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# **2.04**                        Prorata Share.

 

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

 

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

 

**2.06****                        LatePayments**.  All unpaid Rent and other sums of whatever natureowed 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 ofthe then amount due which shall be Additional Rent hereunder. Acceptance bySublessor of any payment from Sublessee hereunder in an amount less than thatwhich is currently due shall in no way affect Sublessor’s rights under thisLease and shall in no way constitute an accord and satisfaction.

 

#### **ARTICLE III**

**PERSONAL PROPERTY TAXES**

 

Sublessee shall pay anytaxes, documentary stamps or assessments of any nature imposed or assessed uponSublessee’s occupancy of the Demised Premises or upon Sublessee’s furniture,furnishings, trade fixtures, equipment, machinery, inventory, merchandise orother personal property located on the Demised Premises and owned by or in thecustody of Sublessee promptly as all such taxes or assessments may become dueand payable without any delinquency.  Ifapplicable in the jurisdiction where the Demised Premises are located, Sublesseeshall pay and be liable for all rental tax (only to the extent such rental taxis levied in lieu of ad valorem property taxes against the Demised Premises),sales, use and inventory taxes or other similar taxes, if any, levied orimposed 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 bySublessor by Sublessee under the terms of this Lease.  Such payment shall be made by Sublessee directly to such governmentalbody if billed to Sublessee, or if billed to Sublessor, such payment shall bepaid concurrently with the payment of the Base Rent, Additional Rent, or suchother charge upon which the tax is based, all as set forth herein.Notwithstanding the foregoing, Sublessee shall have the right, at its sole costand expense, to contest such taxes, and upon contesting the amount of suchtaxes, Sublessee shall deposit the amount of such taxes into an escrow accountreasonably acceptable to Sublessor.

 

**ARTICLE IV**

**INSURANCE**

 

**4.01****                        RequiredCoverage by Sublessee**.  Sublessee covenants and agrees thatfrom and after the date of occupancy by the Sublessee, Sublessee will carry and

 

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maintain, at its solecost 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 formacceptable 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, Sublesseewill carry and maintain the following types of insurance:

 

a.                                       Liabilityinsurance in the Commercial General Liability form (or reasonable equivalentthereto) covering the Demised Premises and Sublessee’s use thereof againstclaims for personal injury or death, property damage and product liabilityoccurring upon, in or about the Demised Premises, such insurance to be writtenon an occurrence basis (not a claims made basis), to be in combined singlelimit amounts not less than $1,000,000.00 and to have general aggregate limitsof 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 theindemnities provided for in Article V and, if necessary, the policy shallcontain a contractual endorsement to that effect.  The general aggregate limits under the Commercial GeneralLiability insurance policy or policies must apply separately to the DemisedPremises and to Sublessee’s use thereof (and not to any other location or useof Sublessee) and such policy will contain an endorsement to that effect.  Notwithstanding the foregoing, Sublesseeshall have the right to carry the liability insurance provided above in theform of a blanket insurance policy, covering additional items or locations orinsureds, provided, however, that:  (i)Sublessor, the Owners of the Property, and any other parties in interestdesignated by Sublessor to Sublessee, from time to time, shall be named asadditional insureds thereunder as its interests may appear;  (ii) the coverage afforded Sublessor andsuch other parties designated by Sublessor will not be reduced or diminished byreason of use of such blanket policy of insurance; and  (iii) any such policy will provide, at aminimum, for the minimum liability limitations hereinabove provided in thisArticle IV with respect to Sublessee’s interests in and to the DemisedPremises and the Project.

 

b.                                      Insurancecovering 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 DemisedPremises, in an amount not less than one hundred percent (100%) of their fullreplacement value from time to time during the Term, providing protectionagainst perils included within the standard form of “all-risks” fire andcasualty insurance policy, together with insurance against sprinkler damage,vandalism and malicious mischief.

 

c.                                       Business interruption insurance (includingfor loss of income and for extra expense) in an amount necessary to enableSublessee to maintain the capacity to operate in its normal course of businessduring periods of restoration.

 

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

 

**4.02****                        PolicyRequirements**.  Eachof Sublessee’s insurance policies required above will:  (i) name Sublessor, the Owners of theProperty, as well as any mortgagee of Sublessor, as an additional insured andthe coverage described in Paragraph 4.01(b) shall also name Sublessor as losspayee; (ii) provide that a certificate evidencing such insurance will bedelivered to Sublessor prior to possession of the Demised Premises by Sublesseeand thereafter within thirty (30) days prior to the expiration of each suchpolicy, and, as often as any such policy shall expire or terminate; (iii)contain a provision that the insurer will give to Sublessor and such otherparties in interest at least thirty (30) days notice in writing in advance ofany material change, cancellation, termination or lapse, or the effective dateof any reduction in the amounts of insurance; and (iv) be written as a primarypolicy which does not contribute to and is not in excess of coverage whichSublessor may carry. Notwithstanding the provisions of subparagraph (iii) ofthe preceding sentence, Sublessee shall be responsible for providing Sublessorwith at least twenty-five (25) days notice in advance of any material change,cancellation, termination or lapse, or the effective date of any reduction inthe amount of insurance.

 

**4.03****                        RequiredCoverage by Sublessor**.  During the Base Term, and any RenewalTerm, Sublessor covenants and agrees, at its own expense, to maintain in fullforce a policy or policies of insurance on the Demised Premises, includingImprovements thereon or contents thereof, providing insurance protectionagainst risks of direct physical loss, specifically including protectionagainst damage or destruction by fire and other casualties excluding flood andearthquake, and vandalism insurance (formerly known as “All RiskInsurance”).  Said insurance shall be inthe amount equal to the full replacement value of the permanent improvementsthereon under a policy or policies issued by responsible insurance companiesapproved by both parties and authorized to do business in the State of SouthCarolina.  The Sublessee agrees that it will not do or keep anythingin or about the Demised Premises which will contravene the Sublessor’s policiesinsuring against loss or damage by fire or other hazards, or which will preventthe Sublessor from procuring such policies in companies acceptable to theSublessor.

 

**4.04****                        Waiverof Subrogation**.  Sublessee hereby waives its rights it mayhave against the Sublessor on account of any loss or damage occasioned toSublessee, its property, the Demised Premises, its contents or to its portionsof the Building, arising from any risk covered by all risks fire and extendedcoverage insurance, and to the extent of recovery under valid and collectiblepolicies of such insurance, provided that such waiver does not invalidate suchpolicies or prohibit recovery thereunder. The Sublessee on behalf of its insurance companies insuring the propertyof Sublessee against any such loss, waive any right of subrogation that suchinsurers 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 fromand against any and all claims, including but not limited to any claims of theLandlord Under the Underlying Lease, losses, liabilities, causes of action,damages, or expenses arising from claims of the Landlord Under the UnderlyingLease 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 tothe Underlying Lease or any claim(s) any additional Sublessees having aninterest 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, employeesor contractors, whether due to damage to the Demised Premises, claims for injuriesto persons or property, or administration or criminal action by a governmentalauthority, where such claims arise out of or from or related to the use oroccupancy of the Demised Premises by Sublessee, its agents, employees,invitees, visitors, customers, or licensees, including costs and attorney feesincurred by Sublessor or the Owners of the Property to defend themselvesagainst any such claims, damages or expenses.

 

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

 

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

 

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

 

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

 

**ARTICLE VI**

**MAINTENANCE AND REPAIRS**

 

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

 

**6.02****                        Repairsby Sublessee**.  Sublessee shall be responsible for all of therepair, replacement and maintenance of the Sublessee Improvements. Keeping ingood order and condition all parts and components of the SublesseeImprovements, including, but not limited to, any approved signage, other thanthose specified for maintenance by Sublessor above, including, withoutlimitation, the roof, foundations and structural portions of the SublesseeImprovements, the plumbing, wiring, electrical systems, heating systems, airconditioning systems, glass and plate glass, equipment and machineryconstituting fixtures.

 

**ARTICLE VII**

**UTILITIES AND SERVICES**

 

As ofthe Rental Commencement Date, the Demised Premises will have water, sewer andgas 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 theDemised Premises

 

**ARTICLE VIII**

**USE OF PREMISES**

 

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

 

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the Demised Premisesconsistent with present reasonable standards of good business center operationsand shall not permit solicitations, demonstrations, itinerant vending or anyother activities inconsistent with such standards including but not limited toany purpose which is questionable, immoral, unchaste or impure, and whichprohibited uses shall include, without limitation, the operation of a nudedancing bar or club or adult book store. Without limiting the generality of the above provision, the DemisedPremises shall not be used for the treatment, storage, use or disposal of toxicor hazardous waste or substances, or any other substance, that is prohibited,limited or regulated by any governmental or quasi-governmental authority.  Notwithstanding the foregoing, Sublesseeshall have the right to use ordinary cleaning supplies and solvents in theordinary course of business.  Sublesseeshall save Sublessor harmless from any penalties, fines, costs, expenses ordamages resulting from failure so to comply. Sublessee or Sublessor shall not do any act or follow any practicerelating to the Demised Premises which shall constitute a nuisance or detractin any way from the reputation of the Project as a first class office/warehousedevelopment.  Sublessee’s duties in thisregard shall include making arrangements at Sublessee’s expense for the properstorage and timely disposition of garbage and refuse, and allowing no noxiousor offensive odors, fumes, gases, smoke, dust, steam or vapors, or any loud ordisturbing noise or vibrations to originate in or emit from the DemisedPremises.  Sublessee shall saveSublessor harmless from any claims, liabilities, penalties, fines, costs,expenses or damages resulting from the failure of Sublessee to comply with theprovisions of this Article VIII. Notwithstanding the foregoing provision of this Article VIII withrespect 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 theRental Commencement Date) of any lawful authority having jurisdiction over theProject.

 

**ARTICLE IX**

**ALTERATIONS AND IMPROVEMENTS BYSUBLESSOR**

 

**9.01****                        Sublessor’sAlterations**.  It is further agreed that this Sublease is madeby the Sublessor and accepted by the Sublessee with the distinct understandingand agreement that the Sublessor shall have the right and privilege to make changesto the site and common areas of which the Demised Premises are a part, and makesuch alterations and repairs to the site and common areas it may deem wise andadvisable and construct new buildings in the Project without any liability tothe Sublessee therefore.

 

**9.02****                        Sublessor’sConsent Required**.  Sublessee shall not make or permit to bemade any non-structural changes, alterations, additions or improvements to theDemised Premises, (“Sublessee Alteration”) without first obtaining the priorwritten consent of Sublessor, which consent shall not be unreasonably withheldor delayed. Sublessee shall not make any structural changes. If Sublessor failsto approve any requested Sublessee Alteration within thirty (30) days afterSublessor’s receipt of

 

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written detailed andfinal plans, specifications or drawings depicting the desired SublesseeAlteration, such requested Sublessee Alteration shall be deemed rejected.Further, Sublessor shall have the right to approve the general contractor to beused by Sublessee in connection with such work, which approval shall not beunreasonably withheld or delayed. Sublessee shall deliver to Sublessor a copyof all plans for nonstructural work and shall comply with the requirements ofParagraphs 9.03 and 9.05.  All rightsgranted herein are subject to the underlying ground lease terms, andconditions.

 

**9.03****                        Requirements**.  Inthe event Sublessee desires to make any Sublessee Alteration, Sublessee shall,prior to the commencement thereof, furnish Sublessor with an original Builder’sRisk policy of insurance in from and amount of coverage reasonably acceptableto Sublessor, showing Sublessee as named insured and Sublessor and LandlordUnder the Underlying Lease as loss payees and additional insureds.  All Sublessee Alterations shall be performedin accordance with all legal requirements applicable thereto and in a good andworkmanlike manner with first class materials. Sublessee agrees to fully andpromptly pay the costs for any improvements it makes to the DemisedPremises.  Sublessee shall furtherindemnify and save Sublessor and the Owners of the Property harmless from andagainst any loss, cost, expense or lien in connection with the construction ofsuch improvements by Sublessee.  In theevent Sublessee shall make any improvements to the Demised Premises, Sublesseeshall, for the benefit of Sublessor and the Owners of the Property, comply withthe obligations imposed on Sublessor herein by Article IV of theUnderlying Lease, Sections 4.01 (f) through (h), inclusive, and Sections 4.02and 4.03, which Sections are incorporated herein by reference, and bysubstituting therein the name of Sublessee for the name of Tenant.

 

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

 

**9.05****                        ProtectionAgainst Liens**.  Sublessee shall post a large and conspicuousnotice that neither the Sublessor nor the Owners of the Property areresponsible for the materials and labor furnished to the Sublessee for theimprovements to be made and shall otherwise comply with the provisions ofSection 29-5-80, Code of Laws of South Carolina, 1976, as amendedto protect the Sublessor and the Owners of the Property from liability for anymechanic liens which may result from the Sublessee’s work.

 

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Sublessee agrees to keepthe Demised Premises and the Property free and clear of all mechanic liens.  In the event that a lien is filed againstthe Demised Premises, the Property, or the Sublessor’s property as a result oflabor or material supplied to the Demised Premises, the Sublessee agrees towithin thirty (30) days either obtain the release and discharge of suchmechanic lien or to bond off such mechanic lien.  In the event that the Sublessee shall fail to discharge such lienwithin such period of time, the Sublessor or the Owners of the Property shallhave the right to either discharge or bond such lien and Sublessee shallimmediately reimburse Sublessor or the Owners of the Property for all costs andexpenses relating thereto.  In allevents, the Sublessee shall be responsible for all expenses incurred by theSublessor or the Owners of the Property as a result of the filing of amechanic’s lien against the Demised Premises or the Property, includingreasonable attorney fees and expenses.

 

**9.06****                        Mechanic’sLiens**.  The interest ofSublessor in the Demised Premises shall not be subject to liens for improvementsmade by Sublessee.  Notwithstandinganything to the contrary contained in the statues of the Sate of South Carolinaor in this Sublease, Sublessee shall not be deemed to be a partner, jointventurer or agent of Sublessor, and in no event shall any lien resulting fromSublessee’s improvements to the Demised Premises encumber Sublessor’sUnderlying Leasehold interest or the Property. Sublessee agrees that it shall not enter into any contract forimprovements to the Demised Premises unless the following language is includedin such contract:

 

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

 

Sublessee shall notpermit any work to be commenced until such time as Sublessee has providedSublessor with a fully executed copy of the construction contract evidencingincorporation of the aforesaid language. In addition, prior to the commencement of the work, Sublessee shallrequire its contractor to post and file a Notice of Project Commencement inkeeping with the provisions of Section 29-5-23, Code of Laws of SouthCarolina 1976, as amended.

 

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

 

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day period, Sublessor orthe 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 toany offsets or defenses thereto. Sublessee shall, upon demand, promptly within ten (10) days, reimburseSublessor or the Owners of the Property for all amounts paid and costsincurred, including attorneys’ fees and interest thereon at the rate of fifteenpercent per annum from the respective dates of Sublessor’s or the Owners’ ofthe Property payments thereof, in having such lien discharged of record, and,further, Sublessee also shall otherwise indemnify, protect, defend and saveSublessor and the Owners of the Property harmless from any claim or damageresulting therefrom.

 

 

**ARTICLE X**

**TRADE FIXTURES AND EQUIPMENT**

 

Any trade fixtures orequipment installed by Sublessee in the Demised Premises at Sublessee’s expenseshall remain Sublessee’s personal property and Sublessee shall have the rightat 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 thesame condition as they were when received by Sublessee, ordinary wear and tearand acts of God alone excepted.  Upontermination of this Lease, provided that Sublessee is not then in defaulthereunder, Sublessee shall have fifteen (15) days after the effective date ofsuch termination to remove any of Sublessee’s trade fixtures and equipment fromthe Demised Premises and repair all damage to the Demised Premises caused bysuch removal, in which event Sublessee shall be obligated to pay Rent at thethen-current per diem rate for every day Sublessee fails to remove suchfixtures or equipment after the expiration or effective termination date of thisLease.  In addition, notwithstanding anysuch termination, the indemnifications of Sublessor by Sublessee provided inthis Lease shall expressly survive such termination of this Lease.  Subject to the foregoing provisions of thisparagraph, any trade fixtures or equipment not removed by Sublessee at theexpiration or an earlier termination of the Lease shall become the property ofSublessor, at the Sublessor’s option.

 

**ARTICLE XI**

**SUBLESSOR’S RESERVATION OF RIGHTS**

 

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

 

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

 

**11.02****                 Signage**.  Sublesseemay furnish and install an identification sign displaying its name and/orlogo.  Such design shall be submitted toSublessor for Sublessor’s approval, which approval shall not be unreasonablywithheld.  The Sublessee shall notplace, erect nor maintain on any exterior surface of the Demised Premises, oranywhere outside of the Demised Premises, any sign, lettering decoration, oradvertising, 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 uponvacating the Demised Premises, the Sublessee agrees to remove all signs and torepair all damage caused by such removal.

 

**ARTICLE XII**

**DAMAGE OR DESTRUCTION**

 

**12.01****                 Damage orDestruction of Common Property.  **In the event of total orpartial destruction of the Common by fire or other casualty insured bySublessor, Sublessor agrees to promptly restore and repair the Common Propertyat Sublessor’s expense to the extent Sublessor receives insurance proceedstherefore; provided, however, that in the event the Common Property are (i) sodestroyed 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 ifsuch casualty is covered by Sublessor’s insurance but a mortgagee of Sublessoror other party entitled to insurance proceeds fails to make such proceedsavailable to Sublessor in an amount sufficient for restoration of the CommonProperty (provided, however, that Sublessor agrees to make a good faith effortto have such mortgagee make such proceeds available for full restoration orrebuilding), then, either Sublessor or Sublessee may terminate and cancel thisLease effective as of the sixtieth (60th) day after such casualty bygiving written notice to the other party within such sixty (60) days of thedate of such casualty. Upon the giving of such notice, all further obligationshereunder shall thereupon cease and terminate.  If no such notice is given, Sublessor shall make such repair orrestoration of the Common Property promptly and in such manner as not tounreasonably interfere with Sublessee’s use and occupancy of the Common Property.  Any proceeds from the fire and extendedcoverage insurance policies not utilized by Sublessor in restoring or repairingthe Common Property shall become the sole property of Sublessor.  Damage to or destruction of all or anyportion of the Common Property by fire or by any other cause shall notterminate this Lease, nor entitle Sublessee to surrender the Common Premisesnor in any way affect Sublessee’s obligation to pay the Rent and other sumspayable hereunder.

 

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**12.02****                 Damage orDestruction of Tenant Improvements.** In the event of total or partial destruction of the Tenant Improvementsby fire or other casualty. Sublessee agrees to promptly restore and repair theTenant Improvements at Sublessee’s expense. Sublessee shall make such repair orrestoration of the Tenant Improvements promptly and in such manner as not tounreasonably interfere with the property’s other tenants use and ingress andegress to the Common Areas.  Damage toor destruction of all or any portion of the Demised Premises by fire or by anyother cause shall not terminate this Lease, nor entitle Sublessee to surrenderthe Demised Premises nor in any way affect Sublessee’s obligation to pay theRent and other sums payable hereunder.

 

**ARTICLE XIII**

**CONDEMNATION**

 

If all of the DemisedPremises 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 apublic or quasi-public use and the remaining portion thereof is not usable bySublessee, in the reasonable judgment of Sublessee and Sublessor, this Leaseshall terminate as of the earlier of the date title to the condemned realestate vests in the condemnor and the date on which Sublessee is deprived ofpossession of the Demised Premises.  Insuch event, the Base Rent herein reserved and all Additional Rent and othersums payable hereunder shall be apportioned and paid in full by Sublessee toSublessor to that date, all Rent and other sums payable hereunder prepaid forperiods beyond that date shall forthwith be repaid by Sublessor to Sublessee,and neither party shall thereafter have any liability hereunder, except thatany obligation or liability of either party, actual or contingent, under thisLease which has accrued on or prior to such termination date shall survive.

 

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

 

**ARTICLE XIV**

**GOVERNMENTAL ORDERS**

 

**14.01****                 Sublessor’sCompliance with Laws**.  Except to the extent affected bySublessee’s particular use of the Demised Premises, Sublessor shall beresponsible for

 

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compliance, at Sublessor’ssole cost and expense with all statutes, rules, ordinances, orders, codes andregulations, and legal requirements and standards issued thereunder, as thesame may be enacted and amended from time to time and as apply to the Buildingand Common Areas.

 

Except to the extentaffected by Sublessee’s particular use of the Demised Premises (as opposed tomere use of the Demised Premises for general office purposes) Sublessor shallbe responsible for the compliance of the common area facilities with applicableLaws relating to architectural barriers to the disabled, specifically includingbut not limited to the Americans with Disabilities Act (ADA).  Sublessor hereby agrees to indemnify, defendand hold Sublessee harmless from any and all loss, costs, liability or expense,including without limitation reasonable attorney fees, resulting fromSublessor’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’sCompliance with Laws**.  Sublessee shall be responsible forcompliance with all the laws, which are applicable to Sublessee’s particularuse and manner of use of the Demised Premises and the Common Area Facilities.

 

In the event thatSublessee’s particular use of the Demised Premises and the Common AreaFacilities violates any provision of the laws, including but not limited to theADA, Sublessee shall bear all expense, cost and liability for compliance withsuch Laws.  Sublessee hereby agrees toindemnify, 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 itsparticular use and manner of use of the Demised Premises and the common areafacilities.

 

**ARTICLE XV**

**ACCESS TO PREMISES**

 

Sublessor’s propertymanager and Sublessor’s officers and authorized employees, or any other partyauthorized by Sublessor of whom Sublessee has received prior notice and to whomSublessee has not objected, shall have the right to enter the Demised Premisesat all reasonable times and upon reasonable notice for the purpose of makingrepairs, making connections, installing utilities, providing services to theDemised Premises or for any other tenant, making connections, installingutilities,  providing services to theDemised Premises or for any other tenant, making inspections or showing thesame to prospective purchasers or lenders, or both; provided, however, thatexcept in the case of an emergency, Sublessor shall give Sublessee reasonableprior written notice not less than two (2) days in advance of Sublessor’sintended entry upon the Demised Premises. Further, during the last six (6) months of the Term, Sublessor and thosepersons authorized by it shall have the right at reasonable times and uponreasonable notice to show the Demised Premises to prospective tenants.  Sublessee shall permit Sublessor to erect,use and maintain pipes, conduits, and/or

 

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duct work in and throughwalls or above ceilings which are within or pass through the DemisedPremises.  Not withstanding the above,access by the Landlord Under the Underlying Lease is authorized as provided forin the Underlying Lease, Article XVI which is incorporated herein byreference.

 

**ARTICLE XVI**

**ASSIGNMENT AND SUBLETTING**

 

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

 

**ARTICLE XVII**

**HOLDING OVER**

 

Sublessee agrees tosurrender to Sublessor, at the end of the Term of this Lease and/or upon anycancellation of the Lease, said Demised Premises in as good condition as saidDemised Premises was at the beginning of the Term of this Lease, ordinary wearand tear, and damage by fire or other casualty not caused by Sublessee’snegligence, excepted.  Sublessee agreesthat if Sublessee does not surrender said Demised Premises to Sublessor at theend of the Term of this Lease, then Sublessee will pay to Sublessor 150% of theamount of the current rental for each month or portion thereof that Sublesseeholds over plus all damages the Sublessor may suffer on account of Sublessee’sfailure to so surrender to Sublessor possession of said Demised Premises, andwill indemnify and save Sublessor harmless from and against all claims made byany succeeding Sublessee of said Demised Premises against Sublessor on accountof delay of Sublessor in delivering possession of said Demised Premises to saidsucceeding Sublessee so far as such delay is occasioned by failure of Sublesseeto so surrender said Demised Premises in accordance herewith or otherwise.

 

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

 

Noagreement to accept a surrender of the Demised Premises shall be valid unlessmade in writing and subscribed by a duly authorized officer or agent ofSublessor.

 

**ARTICLE XVIII**

**COVENANT OF QUIET ENJOYMENT**

 

Sublessor represents thatit has full right and authority to lease the Demised Premises and thatSublessee shall peacefully and quietly hold and enjoy the Demised Premises forthe full term hereof so long as it does not default in the performance of anyof the terms hereof.

 

**ARTICLE XIX**

**ENVIRONMENTAL MATTERS**

 

Sublessee hereby agreesto indemnify and hold Sublessor and the Owners of the Property harmless fromand against any and all claims, liabilities, and costs, (including reasonableattorney fees) relating to the use of the Demised Premises by the Sublessee whichis caused by the use, storage, release, disposal, or generation by Sublessee orits agents, employees, contractors, or invitees of any Hazardous Materials (ashereinafter defined) in, on, or about the Project or the Demised Premises.

 

If the Sublessee shallbecome aware of, or have reasonable cause to believe, that any HazardousMaterials have come to be located on or beneath the Demised Premises or theProject, the Sublessee shall give written notice of such condition to theSublessor.  In addition, the Sublesseeshall immediately notify the Sublessor in writing of: (i) any governmental orregulatory action instituted or threatened relating to any Hazardous Materialson or about the Demised Premises; (ii) any claim made or threatened by anyperson relating to any Hazardous Materials that have come to be located on orabout 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 anyHazardous Materials on or about the Demised Premises or the Project, includingany complaints, notices, warnings, or asserted violations in connectiontherewith, of which the party becomes aware; and (iv) any presence, use ordisposal of any Hazardous Materials on or about the Demised Premises, even ifsuch activities are in full compliance of applicable regulations and laws.

 

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

 

**ARTICLE XX**

**SUBORDINATION, NON-DISTURBANCE ANDATTORNMENT AGREEMENT**

 

ThisLease is subject and subordinate to any and all deeds to secure debt,mortgages, deeds of trust or other security instruments (“securityInstruments”) now or hereafter placed on the Property of which the DemisedPremises are a part, and this clause shall be self-operative without anyfurther instrument necessary to effect such subordination; however, ifrequested by Sublessor, Sublessee shall promptly execute and deliver toSublessor any such certificate or certificates reasonably acceptable toSublessee as Sublessor may reasonably request evidencing subordination of thisLease to or the assignment of this Lease as additional security for suchmortgages or deeds of trust.  Provided,however, in each case the holder of any Security Instrument shall agree thatthis Lease shall not be divested by foreclosure or other default proceedingsthereunder so long as no Event of Default by Sublessee shall then be subsistingunder the terms of this Lease and that such holder or acquirer shall be boundhereby and responsible to perform all obligations of Sublessor under thisLease.  Provided such holder or acquirershall so agree as provided in the preceding sentence, Sublessee shall continueits obligations under this Lease in full force and effect notwithstanding anysuch default proceedings under a Security Instrument and shall attorn to themortgagee, trustee or beneficiary of such Security Instrument, and theirsuccessors or assigns, and to the transferee under any foreclosure or defaultproceedings.  Sublessee will, uponrequest by Sublessor, execute and deliver to Sublessor or to any other persondesignated by Sublessor, any instrument or instruments in form and contentreasonably acceptable to Sublessee evidencing its agreement to so attorn andperform under this Lease.

 

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**ARTICLE XXI**

**SUBORDINATION,NON-DISTURBANCE AND ATTORNMENT AGREEMENT**

## **AS RELATING TOUNDERLYING GROUND LEASE**

 

TheSublessor’s interest in the Demised Premises is as Tenant under an underlyingLease 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 allthe terms and conditions of the Underlying Lease and this clause shall be selfoperating without any further instrumentation necessary to effect anysubordination. The Sublessee shall use the Demised Premises in accordance withthe 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 UnderlyingLease, in performing any of the terms or provisions required of it, or if forany other reason the Underlying Lease and Sublessor’s leasehold estate, asTenant thereunder, are terminated by legal proceedings, or otherwise, theSublessee hereunder will recognize the Landlord under the Underlying Lease asthe Sublessor under this Sublease. Sublessee waives any present or future rightof election to terminate this Sublease or to surrender possession of theDemised Premises if Sublessor’s interest under the Underlying Lease isterminated or if a proceeding therefore is brought by the Landlord under theUnderlying Lease.  This Sublease shallnot be affected in any way by any proceeding for the termination of theUnderlying Lease.  In the event that therights of Sublessor under the Underlying Lease are terminated, Sublessee shallmake all future rent payments and other financial obligations and other of itsobligation under this Sublease to Landlord under the Underlying Lease.  Notwithstanding the foregoing,  Landlord Under the Underlying Lease shallhave no obligation to honor this Sublease unless: (i) Sublessor and Sublesseehave complied with all of the provisions of and requirements imposed on them byArticle 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 anyother obligations imposed on it by this Lease or the Underlying Lease.

 

**ARTICLE XXII**

**LIABILITY FOR DAMAGE**

 

The Sublessor shall notbe 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 damageoccasioned by water, snow or ice being upon or coming through the roof,trapdoor, walls, windows, doors or otherwise, in, upon or about the DemisedPremises or the Project of which the Demised Premises are a part, nor for anydamage arising from acts of negligence of co-Sublessees or other occupants ofthe Business Center.  The Sublessorshall not be liable for any damage occasioned by reason of the construction ofthe Demised Premises or for failure to keep the Demised Premises in repair,unless the Sublessor is obligated to make such repairs under the terms hereofand unless, notice of the need for repairs has been given the Sublessor, areasonable time has elapsed and the Sublessor has failed to make such repairs,in any event the

 

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Sublessor shall not beliable for any damage to the Sublessee’s stock-in-trade, trade fixtures,furniture, furnishings, floor and wall coverings, ceiling-hung chandeliers andother adornments, special equipment and all other items of personal property ofthe Sublessee resulting from fire or other hazards, unless occasioned by actionor inaction of the Sublessor, and the Sublessee hereby releases the Sublessor fromall liability for such damage.  TheSublessee agrees to procure a waiver of subrogation endorsement from itsinsurer, so long as the same shall not void any insurance policy of theSublessee, and to furnish evidence of such waiver to the Sublessor uponrequest.

 

**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 orin this Lease to a successor in interest which expressly assumes theobligations of Sublessor hereunder and provides Sublessor and Sublessee withproof of adequate insurance (which covers the risk and liabilities and is notless in covered amounts than Sublessor’s insurance) at the time of suchtransfer, then Sublessor shall thereupon be released or discharged from allcovenants and obligations hereunder, and Sublessee shall look solely to suchsuccessor in interest for performance of all of Sublessor’s obligations;provided, that the Sublessor shall not be relieved of its liability, if any, tothe Sublessee for acts or omissions that occurred prior to the transfer.  Sublessee’s obligations under this Leaseshall in no manner be affected by Sublessor’s assignment hereunder, andSublessee shall thereafter attorn and look solely to such successor in interestas the Sublessor hereunder.

 

**ARTICLE XXIV**

**SUBLESSOR LIABILITY**

 

No owner of the Demised Premises, whether or not namedherein, shall have liability hereunder after he ceases to hold title to theDemised Premises, except for obligations, which may have theretoforeaccrued.  Neither Sublessor nor anyofficer, director, shareholder, partner or principal, whether disclosed orundisclosed, of Sublessor shall be under any personal liability with respect toany of the provisions of this Lease, and if Sublessor is in breach or defaultwith respect to Sublessor’s obligations or otherwise under this Lease,Sublessee shall look solely to the equity of Sublessor in the Demised Premisesfor the satisfaction of Sublessee’s remedies.

 

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**ARTICLE XXV**

**ESTOPPEL CERTIFICATE**

 

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

 

**ARTICLE XXVI**

**FORCE MAJEURE**

 

In theevent Sublessor or Sublessee shall be delayed, hindered or prevented from theperformance of any act required hereunder, by reason of governmentalrestrictions, scarcity of labor or materials, strikes, fire, or any otherreasons beyond their control, the performance of such act shall be excused forthe period of delay, and the period for performance of any such act shall beextended as necessary to complete performance after the delay period.  However, the provisions of thisArticle 26 shall in no way be applicable to the obligations of Sublesseeor Sublessor to pay, repay or reimburse any sums, monies, costs, charges orexpenses owing from one to the other under this Lease, including withoutlimitation, Sublessee’s obligations to pay Rent hereunder.

 

**ARTICLE XXVII**

**SUBLESSEE DEFAULT**

 

**27.01****                 Events ofDefault**.  The occurrence of any of the following events shallconstitute a default under this Lease:

 

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

 

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

 

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

 

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d                                         Sublesseefails to perform or commence in good faith and proceed with reasonablediligence 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.                                       Sublesseeshall become bankrupt or insolvent or file any debtor proceedings, or filepursuant to any statute a petition in bankruptcy or insolvency or forreorganization, or file a petition for the appointment of a receiver or trusteefor all or substantially all of its assets, and such petition or appointmentshall not have been set aside within sixty (60) days from the date of suchpetition or appointment, or if such party makes an assignment for the benefitof creditors, or petitions for or enters into such an arrangement.

 

f.                                         Sublesseevacates 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’sRemedies**.  In the eventSublessee is in default pursuant to the conditions set forth in Paragraph 27.01above, Sublessor, during the continuation of such default, shall have theoption of pursuing either of the following remedies:

 

a.                                       Sublessormay terminate this Lease, in which event Sublessee immediately shall surrenderpossession of the Demised Premises.  Allobligations of Sublessee under the Lease, including Sublessee’s obligation topay Rent under the Lease, shall cease upon the date of termination except forSublessee’s obligation to pay Rent due and outstanding as of the date oftermination.

 

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

 

c.                                       Sublessormay accelerate and declare the entire remaining unpaid Rent for the balance ofthis Lease to be immediately due and payable forthwith and may, at once, takelegal action to recover and collect the same, such amount being discounted topresent value using the prime rate published by a national bank acceptable toSublessee and Sublessor and such amount reduced by the amount of rent Sublessorwill receive by reletting the Demised Premises for the remainder of the Term orportion thereof.

 

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d.                                      Ifthis 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 ableto obtain (which may be for lower or higher rent, and for a shorter or longerterm), and Sublessee shall be liable for all damages sustained by Sublessor, includingbut 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 Leasein the absence of any termination, leasing fees, attorney fees, other marketingand collection costs and all expenses of placing the Demised Premises in firstclass rentable condition).

 

e.                                       Nothingcontained herein diminishes any right Sublessor may have under South Carolinalaw to sue Sublessee for damages in the event of any default by Sublessee underthis Lease, or from pursuing any other remedy available to Sublessor at law orin equity.

 

**ARTICLE XXVIII**

**SUBLESSOR DEFAULT**

 

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

 

**ARTICLE XXIX**

**REMEDIES CUMULATIVE — NON-WAIVER**

 

Unless otherwisespecified in this Lease no remedy of Sublessor or Sublessee shall be consideredexclusive of any other remedy, but each shall be distinct, separate andcumulative with other available remedies. Each remedy available under this Lease or at law or in equity may beexercised by Sublessor or Sublessee from time to time as often as the need mayarise.  No course of dealing betweenSublessor and Sublessee, or any delay or omission of Sublessor or Sublessee inexercising any right arising from the other party’s default, shall impair suchright or be construed to be a waiver of default.

 

**ARTICLE XXX**

**NOTICES**

 

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

 

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

 

**ARTICLE XXXI**

**SURRENDER OF PREMISES**

 

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

 

**ARTICLE XXXII**

**NO REPRESENTATIONS**

 

Neither Sublessor norSublessor’s agent has made any representations or promises, except such as arecontained herein or endorsed hereon, to the Sublessee respecting the conditionof the Demised Premises or any other matter or thing relating to the DemisedPremises or the Lease.  The takingpossession of the Demised Premises by the Sublessee shall be conclusive evidenceagainst the Sublessee or anyone holding under this Lease that the DemisedPremises were in good and satisfactory condition when possession of the DemisedPremises was so taken.

 

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**ARTICLE XXXIII**

**MISCELLANEOUS**

 

**33.01****                 Evidence ofAuthority**.  If requested by either party, the other partyshall furnish appropriate legal documentation evidencing the valid existenceand good standing of such other party and the authority of any parties signingthis Lease to act for such other party.

 

**33.02****                 Nature andExtent of Agreement**.  This Sublease, together with allexhibits hereto, contains the complete Lease of the parties concerning thesubject matter, and there are no oral or written understandings,representations, or agreements pertaining thereto which have not beenincorporated herein.  This Subleasecreates only the relationship of Sublessor and Sublessee between the parties,and nothing herein shall impose upon either party any powers, obligations orrestrictions not expressed herein.  ThisSublease shall be construed and governed by the laws of the state in which theProject is located.

 

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

 

**33.04****                 Captions andHeadings**.  The captions and headings in this Sublease are forconvenience 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 andRegulations**.  The Rules and Regulations attached as **Exhibit 6** (“Rules andRegulations”) are Sublessor’s Rules and Regulations for the Project andBuildings.  Sublessee shall faithfullyobserve and comply with such Rules and Regulations and such changes therein(whether by modification, elimination, addition or waiver) as Sublessor mayhereafter make and communicate in writing to Sublessee, which shall benecessary or desirable for the reputation, safety, care or appearance of theProject and Buildings or the preservation of good order therein or theoperation or maintenance of the Project and Buildings or the equipment thereofor the comfort of tenants or others in the Project and Buildings.

 

**33.06****                 Severability**.  Ifany term, covenant, condition or provision of this Sublease, or the applicationwhereof to any person or circumstance, shall ever be held to be invalid orunenforceable, then in each such event the remainder of this Sublease or theapplication of such term, covenant, condition or provision to any other personor any other circumstance (other than those as to which it shall be invalid orunenforceable) shall remain valid and enforceable to the fullest permitted bylaw.

 

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**33.07****                 Governing Law**.  ThisSublease shall be construed according to, and be governed by, the laws of theState of South Carolina.

 

**33.08****                 Time ofEssence**.  Time shall be of the essence in the performance ofthe terms and conditions of this Sublease.

 

**33.09****                 Recording**.  Itis not intended that this Sublease be recorded, but at the request of eitherparty the other party shall execute a Memorandum or Short Form Sublease and theSublease shall be recorded with the requesting party paying the recordingcosts.

 

**33.10****                 Addendum**.  Modificationsto this Sublease, if any, are presented in **Exhibit         **which is attached toand made a part of this Sublease.  Inthe event of any inconsistency between the provisions contained within the bodyof this Sublease and the Addendum, the provisions of the Addendum shallcontrol.

 

IN WITNESS WHEREOF, theparties have caused this Sublease to be duly executed and sealed pursuant toauthority 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: |   |   |
|--------|--------|--------------------|--------|--------|

 

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**LISTING OFEXHIBITS**

 
| **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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