LEASE AGREEMENT
LESSOR: Halton Properties LLC
LESSEE: Greenville First Bank, National Association
STATE OF SOUTH CAROLINA )
)
COUNTY OF GREENVILLE )
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") first made and entered into on the 23rd day
of December, 1999, by and between Halton Properties, LLC, hereinafter called
"Lessor", and Greenville First Bank, National Association, hereinafter called
"Lessee";
WITNESSETH:
WHEREAS, the Lessor is the owner of certain real property located at 000 Xxxxxxx
Xxxx in the City of Greenville, South Carolina as shown on survey for Halton
Properties, LLC by C. O. Xxxxxx Surveying Co. Inc. dated October 19, 1999, said
survey being recorded in the RMC Office for the City of Greenville in Greenville
County on October 26, 1999, in Book 40Z, Page 33, and a reduced copy of which is
attached hereto as Exhibit A (survey); and,
WHEREAS, the Lessor has constructed an office building on the Premises
containing approximately 14,000 square feet (herein the "Building") with related
improvements); and,
WHEREAS, the Lessor desires to lease to Lessee and Lessee desires to lease from
Lessor a portion of the Building containing 11,607 square feet of office space
with related improvements and appurtenances, as more fully set out below,
together with a non-exclusive right or easement to use all driveways, parking
areas, retention surface water and other facilities.
NOW, THEREFORE, Lessor and Lessee covenant and agree as follows:
ARTICLE I
GRANT AND TERM
1.01 Premises. The Lessor, for and in consideration of the rents, covenants,
agreements and stipulations hereinafter mentioned reserved and contained, to be
paid, kept and performed by the Lessee, by these presents does lease and rent to
the said Lessee, and said Lessee hereby agrees to lease and take upon the terms
and conditions which hereinafter appear a portion of the Improvements containing
11,607 square feet of office space, together with a non-exclusive right and
easement to use all driveways, parking areas, retention surface water and other
facilities of Leased Premises.
1.02 Access and Parking. Lessor warrants that there is full and free ingress,
egress and access to and from the Leased Premises from a public highway or road.
The
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Lessor hereby grants to Lessee, its employees, visitors and guests a
non-exclusive right and easement to use all driveways and parking facilities at
no charge for the term of the Lease, as same may be extended, which form a part
of the leased premises, subject to posted rules and regulations and at the sole
risk of each driver and user of said facility. Tenant shall be entitled to the
non-exclusive use of 3.65 spaces per 1,000 square feet of space leased. The
parking facility shall not be used for the storage of abandoned or defective
vehicles or for any other purpose except transient parking. Neither Lessee nor
Lessee's employees, officers, agents, guests, invitees or other persons visiting
the Leased Premises shall have any rights to any particular parking space or
spaces, and no special markings or signs may be placed on any parking spaces by
Lessee.
1.03 Term. The period beginning upon the execution of this Lease Agreement and
continuing until the occupancy date shall be hereinafter referred to as the
"Initial Term." The twenty (20) year period beginning on the first day of the
first complete calendar month following the occupancy date (the "Lease
Commencement Date") shall be hereinafter referred to as the "Base Term." Every
twelve (12) calendar month period following the Lease Commencement Date shall
constitute a lease year.
An Addendum shall be executed by Lessor and Lessee prior to occupancy
of the space by Lessee giving the Rental Commencement Date of the Base Term
hereof and shall be attached hereto and incorporated herein by reference.
1.04 Renewal Option. Providing Lessee has not defaulted in the performance of
any condition of this Lease Agreement, Lessee shall have the option to extend
the term of this Lease Agreement for three (3) additional periods of five (5)
years from the expiration date of the Base Term (the "Renewal Term"), provided
however that written notice is given Lessor of such intention to extend the
Lease Agreement one hundred eighty (180) days prior to the expiration date, and
further provided that all conditions of said Lease Agreement except the rental
rate which shall be adjusted as provided herein shall continue in full force and
effect for the period of such extension, and there shall be no privilege to
extend the terms of this Lease Agreement for any period of time beyond the
expiration of the agreed upon extended terms.
1.05 Construction of Premises. Prior to the Rental Commencement Date (as defined
in Paragraph 2.01), Lessor, at Lessor's sole expense, shall construct leased
premises substantially in accordance with the Site plan included herein as
Exhibit B, the Building plans (hereinafter the "Building plan") included herein
as Exhibit C and specifications (hereinafter the "Specifications") included
herein as Exhibit D. Lessee shall bear any expense in excess of Improvements
specified in the within referenced Floor Plan and Specifications together with
an additional charge of twenty percent (20%) of such excess to cover Lessor's
overhead, by payment to Lessor prior to commencement of such work. All
improvements made to the Leased Premises shall be the property of the Lessor
during the term of this Lease Agreement and shall remain the property of Lessor
upon termination of this Lease Agreement. Lessor will use its best
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efforts to have the space completed within three hundred (300) days of the full
execution of the Lease Agreement.
1.06 Occupancy: Lease Commencement Date.There shall be no delay in the
commencement of the Term of this Lease Agreement and/or payment of the rent. The
Leased Premises shall be ready for occupancy on such date that the improvements
are substantially completed which shall be defined as either (i) the supervising
architect certifies the Improvements have been substantially completed in
accordance with the Floor Plan and Specifications and a Certificate of Occupancy
has been issued, or, (ii) the Improvements have been substantially completed in
accordance with the Floor Plan and Specifications and a Certificate of Occupancy
has not been issued where Lessee causes a delay in preparing the Leased Premises
for occupancy by changing the Floor Plan and Specifications, fails to make other
decisions necessary for preparation of the Leased Premises for occupancy, Lessee
fails to complete work Lessee has contracted for that is necessary for issuance
of a Certificate of Occupancy or the date of occupancy by Lessee.
If Lessor fails to have the Leased Premises ready for occupancy by the
scheduled Lease Commencement Date, then (i) the Lease Commencement Date shall be
extended to the date five (5) days after Lessor shall notify Lessee that the
Leased Premises are ready for occupancy (ii) neither Lessor nor Lessor's agent,
officers, employees, or contractors shall be liable for any damage, loss,
liability or expense caused thereby, (iii) nor shall this Lease Agreement become
void or voidable (unless such failure continues for more than one hundred eighty
(180) days, in which case Lessee may, upon twenty (20) days written notice to
Lessor, terminate this Lease). Prior to occupying the Leased Premises, Lessee
shall execute and deliver to Lessor, a letter, in form and substance
satisfactory to Lessor in its sole discretion, acknowledging the Lease
Commencement Date and certifying that the Improvements have been completed and
that Lessee has examined and accepted the Leased Premises. Lessee hereby
authorizes any agent or employee who receives the keys to the Leased Premises on
behalf of Lessee to execute and deliver such letter. Lessee shall conclusively
be deemed to have made such acknowledgment and certification by occupying the
Leased Premises.
ARTICLE II
RENT
2.01 Rent. Beginning on the Rental Commencement Date (as hereinafter defined)
and continuing throughout the full term of this Lease Agreement, Lessee shall
pay to Lessor 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. Lessee's obligation to begin
the payment of Base Rent shall be the "Rental Commencement Date" which shall be
the first business day following the date on which (a) the supervising architect
certifies that Lessor has substantially
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completed construction of the Leased Premises in accordance with the Site Plan,
Building Plan and Specifications in Exhibit B, Exhibit C and Exhibit D attached
hereto or (b) the date of occupancy by the Lessee, whichever is sooner. If the
Rental Commencement Date is a date other than the first day of a calendar month,
the Base Rent shall be prorated daily from such date to the first day of the
next calendar month and paid on the Rental Commencement Date.
a. Initial Term. During the Initial Term, Lessee shall not be required
to pay Rent.
b. Base Term. The rent during the first five (5) years of the Base Term
shall be as follows but shall be subject to the modifications as provided for in
Exhibit E:
Annual Monthly
------ -------
Year 1: $282,252.06 $23,521.01
Year 2: $289,173.81 $24,097.82
Year 3: $296,303.20 $24,691.93
Year 4: $303,646.48 $25,303.87
Year 5: $311,210.05 $25,934.17
c. Adjustment for Base Rent During Years Six (6) Through Ten (10) of
the Base Term. At the end of the fifth (5th) lease year during the Base Term
hereof and effective simultaneously with the commencement of beginning of the
sixth (6th) lease year of the Base Term, the Base Rent shall be the greater of
the following:
$311,210.05
OR
any increase as determined in accordance with the following provisions:
(i) As promptly as practical after the end of the expiring
term of this Lease Agreement, the Lessor shall compute the increase, if
any, in the cost of living for the preceding initial lease period based
upon the "Consumer Price Index-All Items, All Urban Consumers (1982-84
= 100)" (hereinafter defined*), published by the Bureau of Labor
Statistics of the United States Department of Labor.
(ii) The Index number indicated for the month of the rental
commencement date under "All Items, All Urban Consumers" shall be "base
Index number" and the corresponding Index number for the month
preceding the rental commencement date for the fifth year of the Base
Term shall be the current Index number."
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(iii) The current Index number shall be divided by the base
Index number. From the quotient thereof, there shall be subtracted the
integer 1, and any resulting positive number shall be deemed to be the
percentage of increase in the cost of living.
(iv) The percentage of increase multiplied by $282,252.06
(initial rent) shall be the amount of rent increase payable during the
Renewal Term.
(v) The fixed rent, as so determined (i.e., the aggregate of
and the "increase" as calculated herein) shall be due and payable to
the Lessor in the same manner as the rent was payable for the original
term.
(vi) If publication of the Consumer Price Index shall be
discontinued, the parties hereto shall thereafter accept comparable
statistics on the cost of living for the City of Greenville, South
Carolina, as they shall be computed and published by an agency of the
United States or by a responsible financial periodical of recognized
authority then to be selected by the parties hereto. In the event of
(i) use of comparable statistics in place of the Consumer Price Index
as above mentioned, or (ii) publication of the Index figure at other
than monthly intervals, there shall be made in the method of
computation herein provided for such revisions as the circumstances may
require to carry out the intent of this Article.
d. Adjustment for Base Rent During Years Eleven (11) Through Fifteen
(15) of the Base Term. At the end of the tenth (10th) lease year during the Base
Term hereof and effective simultaneously with the commencement of beginning of
the eleventh (11th) lease year of the Base Term, the Base Rent shall be adjusted
to reflect any increases in the Consumer Price Index (CPI-U) by multiplying the
Base Rent in effect immediately prior to such adjustment by a fraction, the
numerator of which shall be the Consumer Price Index (CPI-U) as of the most
recent publication date prior to the beginning of the eleventh (11th ) lease
year and the denominator of which shall be the Consumer Price Index (CPI-U) as
of the most recent date prior to the beginning of the preceding five (5) year
period (but in no event shall the Base Rent be reduced as a result of such
adjustment); and the Base Rent thereby established by such adjustment shall
continue in effect as the Base Rent required to be paid hereunder throughout the
eleventh (11th ) through the fifteenth (15th) lease years of the Base Term.
e. Adjustment for Base Rent During Years Sixteen (16) Through Twenty
(20) of the Base Term. At the end of the fifteenth (15th) lease year during the
Base Term hereof and effective simultaneously with the commencement of beginning
of the sixteenth (16th) lease year of the Base Term, the Base Rent shall be
adjusted to reflect any increases in the Consumer Price Index (CPI-U) by
multiplying the Base Rent in effect immediately prior to such adjustment by a
fraction, the numerator of which shall be the Consumer Price Index (CPI-U) as of
the most recent publication date prior to the beginning of the sixteenth (16th )
lease year and the denominator of which shall be the
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Consumer Price Index (CPI-U) as of the most recent date prior to the beginning
of the preceding five (5) year period (but in no event shall the Base Rent be
reduced as a result of such adjustment); and the Base Rent thereby established
by such adjustment shall continue in effect as the Base Rent required to be paid
hereunder throughout the sixteenth (16th) through the twentieth (20th) lease
years of the Base Term.
f. Base Rent During Renewal Terms. For each lease year of the
extended terms, the Base Rent shall be subject to adjustment for increases in
the Consumer Price Index as follows:
Adjustment for First Extended Term: At the end of the twentieth (20th)
lease year during the Base Term hereof and effective simultaneously with the
commencement of the First Renewal Term, the Base Rent shall be adjusted to
reflect any increases in the Consumer Price Index (CPI-U) by multiplying the
Base Rent in effect immediately prior to such adjustment by a fraction, the
numerator of which shall be the Consumer Price Index (CPI-U) as of the most
recent publication date prior to the beginning of the First Extended Term and
the denominator of which shall be the Consumer Price Index (CPI-U) as of the
most recent date prior to the beginning of the preceding five (5) year period
(but in no event shall the Base Rent be reduced as a result of such adjustment);
and the Base Rent thereby established by such adjustment shall continue in
effect as the Base Rent required to be paid hereunder throughout the First
Renewal Term.
Adjustment for Second Extended Term: At the end of the fifth (5th)
lease year of the First Renewal Term and effective simultaneously with the
commencement of the Second Renewal Term, the Base Rent shall be adjusted to
reflect any increases in the Consumer Price Index (CPI-U) by multiplying the
Base Rent in effect during the First Renewal Term by a fraction, the numerator
of which shall be the Consumer Price Index (CPI-U) as of the most recent
publication date prior to the beginning of the Second Renewal Term and the
denominator of which shall be the Consumer Price Index (CPI-U) as of the most
recent date prior to the beginning of the preceding five (5) year period (but in
no event shall the Base Rent be reduced as a result of such adjustment); and the
Base Rent thereby established by such adjustment shall continue in effect as the
Base Rent required to be paid hereunder throughout the Second Renewal Term.
Adjustment for Third Extended Term: At the end of the fifth (5th) lease
year of the Second Renewal Term and effective simultaneously with the
commencement of the Third Renewal Term, the Base Rent shall be adjusted to
reflect any increases in the Consumer Price Index (CPI-U) by multiplying the
Base Rent in effect during the Second Renewal Term by a fraction, the numerator
of which shall be the Consumer Price Index (CPI-U) as of the most recent
publication date prior to the beginning of the Third Renewal Term and the
denominator of which shall be the Consumer Price Index (CPI-U) as of the most
recent date prior to the beginning of the preceding five (5) year period (but in
no event shall the Base Rent be reduced as a result of such adjustment);
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and the Base Rent thereby established by such adjustment shall continue in
effect as the Base Rent required to be paid hereunder throughout the Third
Renewal Term.
(* Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, all
items, 1982-1984 = 100, as published by the U.S. Department of Labor, Bureau of
Labor Statistics, or if such index be discontinued, the generally recognized
successor index.)
2.02 Late Payments. All unpaid Rent and other sums of whatever nature owed by
Lessee to Lessor under this Lease and remaining unpaid ten (10) days after the
due date shall bear a late penalty equal to five (5%) percent of the then amount
due which shall be Additional Rent hereunder. Acceptance by Lessor of any
payment from Lessee hereunder in an amount less than that which is currently due
shall in no way affect Lessor's rights under this Lease and shall in no way
constitute an accord and satisfaction.
2.03 Other Additional Rent Provisions. Any amounts required to be paid by Lessee
under this Article II and any changes or expenses incurred by Lessor on behalf
of Lessee (including any construction costs and change orders incurred by Lessor
shall be considered Additional Rent. Any failure on the part of Lessee to pay
such Additional Rent when and as the same shall become due shall entitle Lessor
to the remedies available to it for non-payment of Base Rent. Lessee's
obligations for payment of Additional Rent shall begin to accrue on the Rental
Commencement Date. As used in this Lease Agreement, the term "Rent" shall
include Base Rent and Additional Rent, except as otherwise expressly provided to
the contrary.
ARTICLE III
OPERATING EXPENSES
3.01 Operating Expense Escalation. During the Base Term, the annual Rent shall
be adjusted for increases in "operating expenses", (as hereinafter defined), in
the following manner:
(a) The Rent includes an expense stop of Four and 44/100 Dollars
($4.44) per rentable square foot equal to an annual rate of Fifty One Thousand
Five Hundred Thirty Five and 08/100 Dollars ($51,535,08). The first year's
Estimated CAM and Operating Expenses are attached hereto as Exhibit F. Lessee
shall be responsible for its proportionate share of the cost of Operating
Expenses over the expense stop amount stated herein. Those expenses which are
not directly attributable to the Leased Premises shall be prorated by dividing
the total number of rentable square feet in the Leased Premises (11,607 square
feet) by the total number of square feet in the entire building (14,000 square
feet). The Lessee's prorata share of the building is 82.91%.
(b) Lessor shall furnish Lessee, annually, statements prepared by the
Lessor showing Operating Expenses for the lease year. If operating expenses
during the lease
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year are greater than the expense stop amount, Lessee shall pay its share of the
overage to Lessor within thirty (30) days after receiving such statements. As
used in this Article, "Operating Expenses" shall include only those items
customarily considered in good accounting practice to be building operating
expenses, to wit normal repairs not covered by insurance, maintenance, cleaning,
janitorial services, utilities, supplies, real estate taxes, common area
maintenance charges, premiums for fire, casualty and liability insurance with
respect to the building containing the Leased Premises, and management fees not
in excess of four percent (4%) of gross collections. Operating Expenses shall
not include, among other things, any expenses related to financing,
depreciation, amortization, ground rents, costs of a capital nature, costs for
which Lessee or other occupants of the Building are charged other than pursuant
to the Operating Expense clauses, costs of procuring lessees, attorneys' fees,
accounting fees, nor administrative salaries and wages. Operating Expenses shall
include only those costs actually paid by Lessor.
ARTICLE IV
SERVICES
4.01 Services. Subject to conditions beyond Lessor's control, Lessor covenants
at its expense to:
(a) Furnish elevator service during Lessee's business hours.
(b) Furnish hot and cold water for lavatory purposes.
(c) Furnish electric current for lighting and office purposes and for
parking areas.
(d) Keep the sidewalks, corridors, stairways, and all other means of
ingress and egress for the Leased Premises clean, in good repair and
safe condition, well marked, well lighted and free of ice, snow and
debris.
(e) Keep all lawns, shrubbery and trees on the grounds of the building
containing the Leased Premises in good order and condition and neat in
appearance, and replant grass and shrubbery when necessary to maintain
the grounds in good appearance and condition.
(f) Provide Lessee access to the Leased Premises twenty-four (24) hours per
day, seven (7) days per week.
(g) Common Area janitorial.
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ARTICLE V
HOLDING OVER
5.01 Rent for Holding Over Period. In the event Lessee remains in possession of
the Leased Premises after the termination of the Base Term or any extended term,
the same shall be construed to be a tenancy from month to month with said rent
during hold over period to be 150% of the current term rental on the same rental
as was being paid monthly at the termination of the Lease, and upon the same
other terms specified herein.
ARTICLE VI
TAXES/ASSESSMENTS
6.01 Personal Property Taxes. Lessee shall timely pay directly to the applicable
governmental taxing authorities any and all taxes with respect to any and all of
Lessee's personal property which shall at any time be situated in, at or about
the Leased Premises, including, but not limited to Lessee's leasehold
improvements, trade fixtures, inventory and personal property.
ARTICLE VI
INSURANCE
7.01 Fire and Extended Coverage Insurance. During the Base Term, and any Renewal
Term, Lessor covenants and agrees to maintain in full force a policy or policies
of insurance on the Premises, including Improvements thereon or contents
thereof, providing insurance protection against risks of direct physical loss,
specifically including protection against damage or destruction by fire and
other casualties excluding flood and earthquake, and vandalism insurance
(formerly known as "All Risk Insurance"). Said insurance shall be in the amount
equal to the full replacement value of the permanent improvements thereon under
a policy or policies issued by responsible insurance companies approved by both
parties and authorized to do business in the State of South Carolina. The Lessee
agrees that it will not do or keep anything in or about the Leased Premises
which will contravene the Lessor's policies insuring against loss or damage by
fire or other hazards, or which will prevent the Lessor from procuring such
policies in companies acceptable to the Lessor.
7.02 Insurance by Lessee. The Lessee covenants and agrees, at its sole cost and
expense, to maintain in full force a policy of insurance on the interior of the
Leased Premises and upon its personal property, fixtures, equipment and
merchandise therein, providing insurance protection against risks of direct
physical loss, specifically including protection against damage or destruction
by fire and other casualties, excluding flood and earthquake and vandalism
insurance (formerly known as All Risk Insurance). Further, Lessor covenants and
agrees that it will require all other tenants of the
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Premises to carry, at a minimum, the insurance coverage specified herein. Lessor
shall provide evidence of said insurance coverage to Lessee from any and all
other tenants of the Premises.
7.03 Lessee's Liability Insurance. The Lessee agrees to indemnify and/or hold
and save the Lessor harmless, at all times during the primary term and any
extension hereof, from and against any losses, damages, costs, or expenses on
account of any claim for injury by a third party, including death or damage
either to person or property sustained by the Lessor which arises out of the use
and occupancy of the Leased Premises by the Lessee, its agents, employees,
invitees, and customers (except those resulting from Lessor's willful, unlawful
or negligent acts). Lessee shall give Lessor notice of all claims made against
the Lessee that come within the scope of the indemnification in this paragraph
and shall not settle any such claim without the Lessor's written consent. In
connection herewith, Lessee shall, at its own expense, provide and keep in
force, for the benefit and protection of the Lessor and Lessee as their
respective interests may appear, and with the Lessor as an additional insured, a
general liability policy or policies in standard form issued by reliable
companies approved by both parties and licensed to do business in the State of
South Carolina, protecting both the recovery being waived by the Lessee against
Lessor, its successors and assigns against any and all liability occasioned by
accident or disaster on the Leased Premises with minimum limits of $300,000 for
injury to any one person and $1,000,000 per occurrence. A renewal policy shall
be secured not less than ten (10) days prior to the expiration of any policy and
a certificate of the insurer evidencing such insurance, with proof of payment of
premium, shall be deposited with the Lessor upon the Lessor's request.
7.04 Lessor's Liability Insurance. The Lessor agrees to indemnify and/or hold
and save the Lessee harmless, at all times during the Base Term and any
extension hereof, from and against any losses, damages, costs, or expenses on
account of any claim for injury by a third party, including death or damage
either to person or property sustained by the Lessee which arises out of the use
and occupancy of the Premises by the Lessor, its agents, employees, invitees,
and customers (except those resulting from Lessee's willful, unlawful or
negligent acts). Lessor shall give Lessee notice of all claims made against the
Lessor that come within the scope of the indemnification in this paragraph and
shall not settle any such claim without the Lessee's written consent. In
connection herewith, Lessor shall, at its own expense, provide and keep in
force, for the benefit and protection of the Lessee and Lessor as their
respective interests may appear, and with the Lessee as an additional insured, a
general liability policy or policies in standard form issued by reliable
companies approved by both parties and licensed to do business in the State of
South Carolina, protecting both the recovery being waived by the Lessor against
Lessee, its successors and against any and all liability occasioned by accident
or disaster on the Premises with minimum limits of $300,000 for injury to any
one person and $1,000,000 per occurrence. A renewal policy shall be secured not
less than ten (10) days prior to the expiration of any policy
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and a certificate of the insurer evidencing such insurance, with proof of
payment of premium, shall be deposited with the Lessee upon the Lessee's
request.
7.05 Copies to Lessor. All policies required in Paragraphs 7.02, 7.03 and 7.04
shall be in such form and with such insurance company as shall be reasonably
satisfactory to both parties with provisions for at least ten (10) days notice
to Lessor or Lessee of cancellation. At least ten (10) days before the
expiration of any such policy, Lessee shall supply Lessor with a substitute
therefor or with evidence of payment of premiums therefor. In the event either
party does not maintain the insurance herein called for, the other party may
obtain said insurance and the other party shall reimburse the party in default
for the premiums due on said insurance on demand.
7.06 Indemnity. Lessee will indemnify and save Lessor harmless from and against
any and all claims, actions, damages, liability and expense in connection with
loss of life, personal injury and/or damage to property which occur as a result
of the operation of Lessee's business in and about the Premises not resulting
from any acts or omissions of Lessor or Lessor's employees or agents.
7.07 Subrogation. Lessor and Lessee hereby grant to each other, on behalf of any
insurer providing insurance to either Lessor or Lessee as required by this
Lease, improvements thereon or contents thereof, a waiver of any right of
subrogation by any such insurer that each may acquire against the other by
virtue of payment of any loss under such insurance. Each of the parties hereby
waives any rights it may have against the other party on account of any loss or
damage to its property (including the Premises and its contents) which arises
from any risk ordinarily covered by fire and extended coverage insurance or any
other insurance required to be carried hereunder, whether or not such other
party may have been negligent or at fault in causing such loss or damage. Each
party shall obtain a clause or endorsement in the policies of such insurance
which either party obtains in connection with the Premises or Leased Premises to
the effect that the insurer waives, or shall otherwise be denied, the right of
subrogation against the other party for loss covered by such insurance.
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ARTICLE VIII
REPAIRS
8.01 Repairs. All repairs to the Leased Premises, including but not limited to,
the plumbing, heating, air-conditioning, electric wiring, and lighting
apparatus, necessary to keep them in proper order shall be made by Lessor at
Lessor's expense, unless said repairs are made necessary through the
carelessness or neglect of Lessee's agents and employees, damage by fire or
other casualty excepted. Any repairs, changes, or additions to the Leased
Premises which may be required in order to bring the Leased Premises into
compliance with any Federal, State, or municipal law, statute, ordinance,
decision, rule or regulation shall be made by Lessor at Lessor's expense.
8.02 Alterations and Remodeling. After the commencement of the Base Term, with
the permission and prior written consent of the Lessor, which shall not be
unreasonably withheld, Lessee may make such alterations, additions, decorations
and changes to the interior of the building and exterior lighting of the Leased
Premises as it deems necessary for its purposes provided that the value of the
buildings and improvements are not thereby diminished subject to the following
conditions:
(a) That if any such work increases any insurance premiums, taxes, or
other costs or expenses relating to the Leased Premises, Lessee shall timely and
fully pay and satisfy same.
(b) That no casualty or mechanics or materialmen's claims or liens
shall be created upon the Leased Premises or elsewhere by reason of or with
respect to the work or a condition of the Leased Premises thereafter resulting
from said work; and
(c) That upon expiration or any earlier termination of the Lease,
Lessee shall, at its cost and expense, upon the election of Lessor, promptly
remove the alterations and repairs and restore the Leased Premises the condition
existing prior to installation of the same. Any and all alterations, additions
and improvements to the Leased Premises (other than inventory and trade
fixtures) installed by or on behalf of Lessee shall immediately, at Lessor's
option, become part of the Leased Premises and at the expiration or other
termination of this Lease shall be surrendered to the Lessor.
ARTICLE IX
USE AND CONDUCT OF BUSINESS
9.01 Use of the Leased Premises. At the commencement of the Base Term of this
Lease, the Leased Premises may be used by the Lessee for office space and
related activities for Greenville First Bank. The Leased Premises shall not be
used for any illegal purposes, or in violation of any valid regulation of any
governmental body, nor in any manner to create any nuisance or trespass.
9.02 Nuisance. Lessee agrees not to create or allow any nuisance to exist on the
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Premises, and to xxxxx any nuisance that may arise, promptly and free of expense
to Lessor.
9.03 Compliance with Regulations. Lessee shall comply with all laws, ordinances,
orders, rules and regulations (hereinafter "Rules and Regulations" attached
hereto as Exhibit G) and requirements of all federal, state and municipal
governments and appropriate departments, commissions boards and officers
thereof, which may be applicable to any Lessee improvements. Lessee will
likewise observe and comply with the requirements of all policies of public
liability, fire and all other types of insurance and all other instruments of
record at any time in force with respect to the Leased Premises.
9.04 Zoning. Lessee acknowledges that the use of the Leased Premises is subject
to any applicable regulations, zoning ordinances, including Planned Development
Districts, if applicable, of any governmental authority and Lessee agrees to be
bound by all terms and conditions imposed by such governmental authority,
including any traffic restrictions, use restrictions and other conditions which
plan approval is conditioned upon and all present and future zoning laws,
ordinances, resolutions and regulations of any appropriate governmental
authority.
9.05 Lessee's Right to Contest Regulations. Lessee shall have the right, after
notice to Lessor to contest by appropriate legal proceedings, without cost or
expense to Lessor, the validity of any law, ordinance, order, rule, and
regulation or requirement of the nature herein referred to and to postpone
Lessee's compliance with the same, provided such contest shall be promptly and
diligently prosecuted by and at the expense of Lessee so that Lessor shall not
thereby suffer any civil, or be subjected to any criminal, penalties or
sanctions and that Lessee shall properly protect and save harmless Lessor
against any liability and claims for any such non-compliance or postponement of
compliance.
ARTICLE X
QUIET ENJOYMENT
10.01 It is a condition of this Lease that Lessor has a good and marketable
title to the Premises free and clear of all liens and encumbrances except those
to which Lessee has specifically consented in writing; that Lessor has the right
to lease the same; that Lessor warrants and will defend Premises unto Lessee
against the lawful claims of all persons whomsoever; that so long as the rents
are being paid in the manner herein provided and the covenants, conditions and
agreements herein being all and singularly kept, fulfilled and performed by
Lessee, Lessee shall lawfully, peacefully and quietly hold, occupy and enjoy the
Leased Premises during the term herein granted without any let, hindrance,
ejection or molestation by Lessor or any person claiming under Lessor.
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ARTICLE XI
ENVIRONMENTAL
11.01 Lessor's Environmental Warranty. Prior to the signing of this Lease,
Lessor has not caused or permitted persons with whom Lessor have contracted to
cause (a) any violation of any federal, state or local law, ordinance, or
regulation enacted related to environmental conditions on or about the Leased
Premises, including, but not limited to soil and groundwater conditions, nor (b)
engaged in the use, generation, release, manufacture, production, processing,
storage, or disposal of any Hazardous Substance (as hereinafter defined) on,
under, or about the Leased Premises. The term "Hazardous Substance" as used
herein shall include, without limitation, flammable, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known to cause
cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes,
toxic products, and substances declared to be hazardous or toxic under any law
or regulation promulgated by any governmental authority.
11.02 Hazardous Waste. Lessee covenants and warrants that it will not cause or
permit to be brought upon the Leased Premises or installed in any buildings or
improvements thereon any asbestos in any form, urea formaldehyde insulation,
transformers or any other equipment which contain dielectric fluid containing
levels of polychlorinated biphenyl in excess of fifty parts per million of any
other chemical material or substance which is regulated as toxic or hazardous or
exposure to which is prohibited, limited or regulated by any federal or state
authority or which may or could pose a hazard to the health or safety of the
occupants of the Leased Premises or the owners of the property adjacent to the
Leased Premises. The Lessee shall not install, store, use, treat, transport or
dispose of on the Leased Premises any regulated hazardous or toxic materials or
waste, and in the event of any such installation, storage, use, treatment,
presence, transportation or disposal during the term of this Lease, the Lessee
shall remove any such hazardous materials or waste and comply with the
regulations and orders of any authority having jurisdiction of the same, all at
the expense of the Lessee, including necessary removal, cleanup or other
remediation, and if Lessee shall fail to proceed with such removal or comply
with such regulations or orders, the Lessor may declare this Lease in default.
Lessee shall indemnify Lessor and hold Lessor harmless from any and all losses,
damages or expenses which may be incurred by Lessor for the presence or removal
from the Leased Premises of any such hazardous materials or waste caused by any
activity of Lessee on the Leased Premises and the liability of the Lessee to
Lessor under the covenants hereof shall survive termination of this Lease or any
transfer of the leasehold estate or the fee estate by either Lessor or Lessee.
15
ARTICLE XII
SIGNAGE
12.01 Lessee may furnish and install an identification sign in front of the
Building, which bears the name of the business and/or logo. Such design shall be
submitted to Lessor for Lessor's approval. The Lessee shall not place, erect nor
maintain on any exterior surface of the Leased Premises, or anywhere outside of
the Leased Premises, any sign, lettering decoration, or advertising.
ARTICLE XIII
DESTRUCTION
If, during the Base Term of this Lease or any extension thereof, the
Leased Premises is:
(a) destroyed by fire or any other casualty whatsoever, or;
(b) partially destroyed so as to render the Premises unfit for
occupancy or Lessee's reasonable beneficial use and enjoyment or conduct of
Lessee's usual business therein, or;
(c) destroyed by a casualty which is not covered by Lessor's insurance,
or if such casualty is covered by Lessor's insurance but a mortgagee of Lessor
or other party entitled to insurance proceeds fails to make such proceeds
available to Lessor in an amount sufficient for restoration of the Leased
Premises (provided, however, that Lessor agrees to make a good faith effort to
have such mortgagee make such proceeds available for full restoration or
rebuilding);
then Lessor shall make its reasonable determination as to the length of time to
complete such repairs within thirty (30) days of the casualty and shall notify
Lessee of same as provided herein. In the event restoration is reasonably
estimated by Lessor to take more than one hundred twenty (120) days from the
date of the destruction or casualty, or in the event the above described
destruction or casualty should occur within the last two (2) years of the Base
Term or extension thereof, then Lessor or Lessee shall have the right to
terminate this Lease. In the event that the Lease is terminated in accordance
with the foregoing provisions, Lessee shall surrender within thirty (30) days of
notification the Leased Premises and interest therein, and Lessee shall pay rent
only to the time of such destruction or casualty.
In case of the total or partial damage or destruction to the Leased
Premises, Lessor shall re-enter and repossess the same or any part thereof for
the purpose of removing or repairing the loss or damage and shall proceed with
due diligence to the repair of same unless, under the foregoing provisions of
this Article XII, the Lease shall have been terminated. The Rent during the
period of such repairs shall be wholly abated if all of the Premises have been
thus repossessed by Lessor or otherwise made
16
unavailable to Lessee for Lessee's reasonable beneficial use and enjoyment or
Lessee's conduct of Lessee's usual business therein for the purpose of repair
for the period that Lessee has been dispossessed; and if only a portion of the
Premises is thus repossessed or otherwise unavailable to Lessee for Lessee's
reasonable beneficial use and enjoyment or Lessee's conduct of Lessee's usual
business therein, the Rent shall be abated for such dispossession or
unavailability pro rata, based on the portion of the Leased Premises thus
repossessed or rendered unavailable during the period of repossession or
unavailability. Any Rent abatement under this Article XII shall commence as of
the date of the destruction.
Lessor shall not be required to rebuild, repair, or replace any part of
the personal property , furniture, equipment, fixtures, and other improvements
which may have been placed by Lessee or other lessees within Building or Leased
Premises, unless the damage thereto is caused by the sole negligence or willful
act or omission or default hereunder of Lessor or Lessor's agents, employees,
subtenants, assignees, or independent contractors. Any insurance which may be
carried by Lessor or Lessee for damage to the Building or to the Leased Premises
or to any personal property, fixtures, and related items therein shall be for
the sole benefit of the party carrying such insurance and under its sole
control; provided, however, Lessor shall carry insurance for the benefit of
Lessor and Lessee sufficient to cover the full replacement cost of the shell of
the Leased Premises and an amount equal to the initial Lessee improvements and
related allowances set forth in Article VII of this Lease as well as insurance
sufficient to cover Lessee's furniture, equipment, fixtures, personal property,
and other improvement that Lessor shall have liability therefor under Article
VII.
Should Building or the Premises be destroyed or damaged by fire or
other casualty that is due to the direct negligence or willful or wanton conduct
of Lessee or Lessee's agents, employees, subtenants, assignees or independent
contractors, Lessor may repair such damage, and there shall be no apportionment
or abatement of Rent.
ARTICLE XIV
CONDEMNATION
14.01 Lessor, within ten (10) days of Lessor's receipt of any notice of the
institution of condemnation proceedings or threat thereof with respect to all or
any part of the Leased Premises, shall give written notice to Lessee of the
same. Lessee shall have the right, option, to terminate this Lease within sixty
(60) days after receipt of said notice from the Lessor should such condemnation
affect twenty percent (20%) or more of the Leased Premises and Lessee determines
that such condemnation will interfere with Lessee's ability to continue its
business operations in substantially the same manner or space as existed prior
to the condemnation or deed in lieu thereof. Lessee's obligation under this
Lease including but not limited to Lessee's obligation to pay rent hereunder,
shall cease upon Lessee's termination of this Lease pursuant to the terms of
this paragraph; however, the Lessee shall be obligated to pay all rent due on or
before the date of
17
termination down through the date Lessee surrenders possession of the Leased
Premises to the Lessor. Lessee may assert a separate claim to the condemning
authority for its damages.
ARTICLE XV
DEFAULT
15.01 Default by Lessee. The occurrence of any of the following events shall
constitute a default under this Lease:
(a) Lessee fails to pay any installment of rent within ten (10)
business days after such installment is due, and fails to cure such delinquency
within five (5) business days after actual receipt of written notice thereof by
Lessee from Lessor:
(b) Lessee fails to pay any additional item or any other charge or sum
required to be paid by Lessee hereunder within thirty (30) days after actual
receipt of written notice thereof by Lessee from Lessor; or
(c) Lessee fails to perform or commence in good faith and proceed with
reasonable diligence to perform any of its covenants under this Lease within
thirty (30) days after actual receipt of written notice thereof by Lessee from
Lessor.
15.02 Lessor's Remedies. In the event Lessee is in default pursuant to the
conditions set forth in Section 14.01 above, Lessor, during the continuation of
such default, shall have the option of pursuing either of the following
remedies:
(a) Lessor may terminate this Lease, in which event Lessee immediately
shall surrender possession of the Leased Premises. All obligations of Lessee
under the Lease, including Lessee's obligation to pay rent under the Lease,
shall cease upon the date of termination except for Lessee's obligation to pay
rent due and outstanding as of the date of termination.
(b) Lessor, without terminating the Lease, may require Lessee to remove
all property from the Leased Premises within thirty (30) days so that Lessor may
re-enter and relet the premises to minimize Lessor's damages. In the event
Lessee shall fail to remove all property within thirty (30) days after said
demand, Lessor shall be entitled to remove Lessee's property to a storage
facility, and all reasonable costs of such removal and storage shall be deemed
additional rent under the Lease for which Lessee is responsible for payment.
Lessor may enforce all of its rights and remedies under this Lease, including
the right to recover the rent as it becomes due hereunder, provided that Lessor
shall have an affirmative obligation to use Lessor's best efforts to re-let the
Leased Premises and to mitigate its damages under the Lease.
(c) Lessor may accelerate and declare the entire remaining unpaid rent
for the balance of this Lease to be immediately due and payable forthwith and
may, at
18
once, take legal action to recover and collect the same, such amount being
discounted to present value using the prime rate published by a national bank
acceptable to Lessee and Lessor and such amount reduced by the amount of rent
Lessor will receive by reletting the premises for the remainder of the term of
portion thereof.
(d) If this Lease is terminated as set forth, Lessor may relet the
Leased Premises (or any portion thereof) for such rent and upon such terms as
Lessor is able to obtain (which may be for lower or higher rent, and for a
shorter or longer term), and Lessee shall be liable for all damages sustained by
Lessor, including but not limited to any deficiency in Rent for the duration of
the Lease Term (or for the period of time which would have remained in the Lease
Term in the absence of any termination, leasing fees, attorneys' fees, other
marketing and collection costs and all expenses of placing the Leased Premises
in first class rentable condition).
(e) Nothing contained herein diminishes any right Lessor may have under
South Carolina law to xxx Lessee for damages in the event of any default by
Lessee under this Lease, or from pursuing any other remedy available to Lessor
at law or in equity.
ARTICLE XVI
BANKRUPTCY OR INSOLVENCY
16.01 In the event that Lessee shall be adjudged bankrupt or insolvent, or if
any receiver shall be appointed for the business and property of Lessee, or if
any assignment shall be made of Lessee's property for the benefit of creditors,
then Lessor may terminate this Lease forthwith.
ARTICLE XVII
LESSEE'S RIGHT TO SUBLEASE AND ASSIGN
17.01 Lessee may not sublet the Leased Premises or assign this Lease without the
prior written consent of the Lessor, which shall not be unreasonably withheld or
delayed and if such consent is granted, Lessee shall remain liable to Lessor for
the faithful performance of all of the covenants and conditions, including
rental payment, required to be kept and performed under the terms of this Lease.
Any assignment by operation of law as a result of a corporate merger or
re-organization shall not require the previous written consent of Lessor.
Notwithstanding anything contained in this Lease to the contrary and provided
such transfer does not change the use as allowed in Paragraph 9.01, Lessee shall
have the right, without obtaining the consent of Lessor, to assign, sublet or
otherwise transfer Lessee's interest in or under this Lease to Lessee's parent
corporation, any subsidiary of Lessee or to any other affiliate of Lessee
(collectively, "Permitted Transfer"). In addition, Lessee shall not be required
to comply with any other requirements under this Lease which relates to an
assignment, subletting or other transfer of Lessee's interest hereunder
(including, without limitation, payment of any transfer fee) if such assignment,
subletting or other transfer is a Permitted Transfer.
20
However, no Permitted Transfer shall relieve Lessee from any obligations under
this Lease.
17.02 Violation. Any violation of any provision of this Lease, whether by act or
omission, by any assignee or subtenant of Lessee, shall be deemed a violation of
such provision by the Lessee, it being the intention and meaning of the parties
hereto that the Lessee shall assume and be liable to the Lessor for any and all
acts and omissions of any and all assignees or subtenants of Lessee. If the
Leased Premises or any part thereof is sublet or occupied by any person other
than the Lessee, Lessor, in the event of Lessee's default, may and is hereby
empowered to collect rent from the subtenant or occupant; the Lessor may apply
the net amount received by it to the rent herein reserved and no such collection
shall be deemed a release of the Lessee from the further performance of the
covenants herein contained.
ARTICLE XVIII
LESSOR'S RIGHT TO MORTGAGE AND SELL
18.01 Estoppel Certificate. Within five (5) days after written request therefor
by either Lessor or Lessee to the other, or in the event that upon any sale,
assignment, hypothecation of the Premises, and/or the land thereunder, or a
leasehold loan by Lessee of its leasehold estate herein, an estoppel statement
shall be required from Lessor or Lessee. Lessor and Lessee agree to deliver to
each other, in recordable form, a certificate to any proposed mortgagee or
purchaser, certifying that this Lease is in full force and effect, that there
are no defenses thereto, or stating those claimed by Lessor or Lessee, and as to
such other matters as may be reasonably requested.
18.02 Subordination and Attornment. Upon Lessor's request, during the term of
this Lease, Lessee shall execute a subordination agreement in recordable form
wherein Lessee shall agree that this Lease is and shall be subordinate to the
lien of any mortgages in any amount or amounts on all or any part of the land or
buildings comprising the Premises, or on or against Lessor's interest or estate
therein; provided that such subordination agreement shall recite that the
subordination of Lessee's interests pursuant thereto are subject to the
agreement by the mortgagee named in any such mortgage to recognize the Lease of
Lessee in the event of foreclosure of any such mortgage if Lessee is not in
default under the Lease. Lessee covenants and agrees to execute and deliver upon
demand such further instruments evidencing such subordination of this Lease to
the lien of any such mortgage as may be required by the Lessor within ten (10)
days of demand therefor. Notwithstanding anything hereinabove contained, in the
event the holder of any such mortgage shall at any time elect to have this Lease
constitute a prior or superior lien to its mortgage, then and in such event upon
any such mortgage holder notifying Lessee to that effect, this Lease shall be
deemed prior and superior in lien to such mortgage irrespective of whether this
Lease is dated prior to or subsequent to the date of such mortgage or lease.
20
If Lessor enters into one or more mortgages and Lessee is advised in
writing of the name and address of the mortgagee under such mortgage, then this
Lease shall not be terminated or canceled on account of any default by the
Lessor in the performance of any of the terms, covenants or conditions hereof on
its part contained, until Lessee shall have given written notice of such default
to such mortgagee, specifying the default, in which event such mortgagee shall
have the right to cure Lessor's default as otherwise provided herein and which
cure shall be accepted by Lessee.
Lessee shall, in the event any proceedings are brought for the
foreclosure of or in the event of sale under any mortgage made by the Lessor
covering the Premises, attorn to the purchaser upon any such foreclosure of sale
and recognize such purchaser as the Lessor under this Lease.
Further, Lessee will simultaneously with the execution of this Lease
Agreement, execute the Subordination, Nondisturbance and Attornment Agreement
attached hereto as Exhibit H.
18.03 Transfer of Lessor's Interest. Lessor shall have the right to convey,
transfer or assign, by sale or otherwise, all or any part of its interest in
this Lease or the Premises at any time and from time to time and to any person,
subject to the terms and conditions of this Lease. All covenants and obligations
of Lessor under this Lease shall not cease upon the execution of such
conveyance, transfer or assignment, but such covenants and obligations shall run
with the land and shall be binding upon any subsequent owner thereof.
ARTICLE XIX
SURRENDER OF PREMISES
19.01 Trade Fixtures. All equipment and every other item of property not
permanently attached to the Premises and not paid for by Lessor, and any of such
items leased by Lessee under bona fide leases from third party owners, are to
remain and be the property of Lessee and Lessee is to have the right and
privilege of removing any and all such property and equipment at any time during
the continuance of this Lease or any extensions hereof and within thirty (30)
days thereafter. In the event the aforesaid equipment is not removed by Lessee
within said thirty (30) day period, title thereto shall automatically pass to
and vest in Lessor. If said equipment is removed, Lessee shall restore the
Premises to their condition prior to the removal of such property. It is further
understood and agreed that the buildings and structures installed on the
Premises by Lessor, may not be removed by Lessee at the termination of this
Lease.
19.02 Surrender. The Lessee shall on the expiration or the sooner termination of
the Lease Term surrender to Lessor the Leased Premises, including all buildings,
replacements, changes, additions, and improvements constructed or placed by the
21
Lessee thereon, except for all moveable trade fixtures, equipment, and personal
property belonging to the Lessee, broom-clean, free of sub-tenancies, and in
good condition and repair, reasonable wear and tear excepted.
ARTICLE XX
MISCELLANEOUS
21.01 Lessor's Entry. The Lessor shall have the right to enter upon the Premises
at all reasonable times upon twenty four (24) hours prior notice during the term
of this Lease for the purposes of inspection, maintenance, repair and alteration
and to show the same to prospective lessees or purchasers.
21.02 Nature and Extent of Agreement. This instrument and exhibits, Rules and
Regulations and Riders, if any, attached hereto contain the complete agreement
of the parties regarding the terms and conditions of the lease of the Premises,
and there are no oral or written conditions, terms, understandings or other
agreements pertaining thereto which have not been incorporated herein. This
instrument may be amended from time to time by written addendum signed by both
parties. This instrument creates only the relationship of Lessor and Lessee
between the parties hereto as to the Premises; and nothing herein shall in any
way be construed to impose upon either party hereto any obligations or
restrictions not herein expressly set forth. The laws of the State of South
Carolina shall govern the validity, interpretation, performance and enforcement
of this Lease.
21.03 Partial Invalidity. If any term, covenant or condition of this Lease or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder to this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Lease shall be valid and be enforceable
to the fullest extent permitted by law.
21.04 Recording. This Lease shall not be recorded, however, upon the request of
either party hereto the other party shall join in the execution of a memorandum
or so-called "short form" of this Lease for the purpose of recordation. Said
memorandum or short form of this Lease shall describe the parties, the Premises
and the term of this Lease and shall incorporate this Lease by reference.
21.05 Notices. Any notice required to Lessor or Lessee by the terms of this
Lease shall be given in writing and shall be deemed given and received on the
earlier of (i) the date actually received or (ii) five (5) days after deposit of
the same in registered or certified United States mail, return receipt
requested, postage prepaid, and addressed to the party due such notice at the
address set forth below or at such other address as either Lessor or Lessee may
give in writing to the other for such notices.
22
By Lessee to Lessor: Halton Properties LLC
0 Xxxxxxx Xxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
By Lessor to Lessee: Greenville First Bank, National Bank
000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Art Xxxxxx
21.06 Lessor's Right to Perform Lessee's Covenants. Lessee covenants and agrees
that if it shall at any time fail to pay any taxes or other charges to be paid
by Lessee in accordance with the provision of Article IV, or to take out, pay
for, maintain or deliver any of the insurance policies required by Lessee in
Article V, or shall fail, within the time limits after the notice therein
specified of any event of default has been given to make any other payment or
perform any other act on its part to be made or performed, then Lessor may, but
shall not be obligated so to do, and without further notice to or demand upon
Lessee and without waiving or releasing Lessee from any obligations of Lessee in
this Lease contained,
(a) pay any taxes or other charges payable by Lessee pursuant to the
provisions of Article VI, or
(b) take out, pay for and maintain any of the insurance policies
required by Lessee under Article VII, or
(c) make any other payment or perform any other act on Lessee's part to
be made or performed as in this Lease provided.
21.07 Statement of Lease Commencement Date. Lessee at Lessor's request, shall
from time to time execute and deliver a written statement confirming the
commencement and termination dates of the term of this Lease.
21.08 Attorneys Fees and Expenses. In the event either party commences any
action (at law or in equity), the prevailing party in such action shall be
entitled to an award of its costs and attorney's fees incurred against the
non-prevailing party whether the action be based on contract or tort theory.
21.09 "Reasonable Consent" Provisions. To the extent any provision of this Lease
may call for the "reasonable consent" of either party to be given, and where
written notice is given requesting such consent as provided in Section 21.05,
such consent shall be deemed "given" unless a written refusal to consent is sent
to the requesting
23
party within twenty (20) business days after the mailing of the written request
for consent.
21.10 Applicable Law. Any controversy or claim arising out of or relating to
this Lease Agreement shall be governed by the substantive law of the State of
South Carolina without consideration of the conflicts of law rules of said
state.
21.11 Captions. The captions or headings at the beginning of articles and
sections of this Lease are included for convenience only and in no way define,
limit or describe the scope of any provision hereof.
21.12 Binding Effect. This Lease shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
21.13 Duplicate Counterparts. This Lease may be executed in one or more
counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument.
21.14 Additional Documents. Each party shall, at the request of the other,
execute, acknowledge, (if appropriate) and deliver such additional documents and
instruments, and do such other acts as may be necessary or convenient to call
out the purposes and intent of this Lease and to permit the Lessee to record
this Lease and grant security interests therein. This Lease may be signed in
triplicate originals by the parties.
21.15 Addendum. Modifications to this Lease Agreement, if any, are presented in
Exhibit I which is attached to and made a part of this Lease Agreement. In the
event of any inconsistency between the provisions contained within the body of
this Lease Agreement and the Addendum, the provisions of the Addendum shall
control.
24
IN TESTIMONY WHEREOF, the parties hereto have caused these presents to be
executed in their respective names by their duly authorized representatives,
executing this instrument in triplicate originals, as of the day and year first
above written.
IN THE PRESENCE OF:
Lessor: Halton Properties, LLC
______________________________ By:/s/ Xxxx X. Xxxxxxx
Witness
Xxxx X. Xxxxxxx, Member
______________________________ Date of Execution: 12/23/99
Witness
Lessee: Greenville First Bank,
National Association
______________________________ By:/s/ R. Xxxxxx Xxxxxx
Witness
Print Name: R. Xxxxxx Xxxxxx, Xx.
______________________________
Witness Its: President
Date of Execution: 12/23/99
LISTING OF EXHIBITS
EXHIBIT A Survey
EXHIBIT B Site Plan
EXHIBIT C Building Plan
EXHIBIT D Building Specifications
EXHIBIT E Total Estimated Construction Costs
EXHIBIT F Estimated CAM and Operating Expenses
EXHIBIT G Rules and Regulations
EXHIBIT H Subordination, Nondisturbance and Attornment Agreement
EXHIBIT I Lessees Right of First Refusal
Exhibit E
The total estimated construction costs for the building shell, Greenville First
Bank N.A. tenant upfit and all site improvements (page two of Exhibit E) is
$2,092,858.0 (The Estimate). The Estimate does not include the tenant upfit on
the approximately 2,393 SF. of unfinished space for lease. The unfinished 2,393
will have only the building shell improvements as provided in the plans and
specifications Exhibits C and D.
Within Sixty (60) days of Occupancy of the Leased Premises by the Lessee, Lessor
will provide a final accounting of actual construction costs (Costs) for the
building shell, Greenville First Bank N.A. tenant upfit and all site
improvements. Lessor will notify Lessee in writing of any variances between
Costs and the Estimate. Should the Costs be more than the Estimate the Lessee
shall pay to lessor the difference within Seven (7) business days of such
notice. Should the Costs be less than the Estimate, the lessor shall pay to
lessee the difference within Seven (7) business days of such notice or credit
the difference to the next scheduled rental payment.
Exhibit F
Halton Road estimated Operating expenses
Estimated per s.f. CAM and Operating Expenses
21-Dec-99
CAM Charges
Taxes $1.15
Insurance $0.09
-----
$1.24 $1.24
Water (irrigation) $0.02
Common area lighting $0.13
Landscape maintenance $0.24
Maintenance reserve $0.04
Management fee 4% of collections $0.97
-----
$1.40 $1.40
Operating Expenses
Water (domestic) $0.02
Electricity $1.25
Natural gas $0.03
Janitorial (common areas only) $0.21
Elevator $0.14
Maintenance $0.10
Miscellaneous $0.05
-----
$1.80 $1.80
$4.44
Rental rate $19.88 $24.32
