SOUTH CAROLINA SUBLEASE
RICHLAND COUNTY Re: Drive-in Bank Facility
Xxxxxxx Xxxxxx xxx Xxxx Xxxxxx Xxxxxxxx,
Xxxxx Xxxxxxxx
THIS SUBLEASE is made and entered into as of March 1, 1997, by and between
FIRST UNION NATIONAL BANK OF SOUTH CAROLINA, a national banking association
('1Sublessor"), and BANX OF COLUMBIA, NA., a national banking association
("Subtenant").
W I T N E S E T H:
Sublessor hereby sublets unto Subtenant and Subtenant hereby accepts, as
tenant of Sublessor and upon the terms and conditions herein set forth, all of
the property or premises located at the southwesterly corner of the intersection
of Xxxxxxx Xxxxxx xxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxx Xxxxxxxx, which is leased by
Sublessor under that certain Ground Lease dated February 22, 1988 (the "Prime
Lease11) between Hampton Park Associates, a South Carolina general partnership
("Prime Landlord") and Sublessor, together with any and all rights and easements
appurtenant thereto, buildings and improvements located thereon, and existing
fixtures and equipment located therein (hereafter referred to as the "premises"
or "leased premises") . A copy of the Prime Lease has been delivered to
Subtenant and the Prime Lease is incorporated herein by reference.
1. SUBLEASE TERM. The term of this Sublease shall commence as of August 1, 1997,
and shall continue through September 30, 2007. However, Subtenant shall have the
right to terminate this Sublease effective as of September 30, 2002, upon giving
Sublessor written notice of such termination in advance of October 1, 2001.
Provided Subtenant is not in default under this Sublease as of the date the
notice of extension is given, Subtenant shall have the right to extend the term
of this Sublease from October 1, 2007, through September 30, 2012, upon giving
Sublessor written notice of such extension in advance of October 1, 2006, but no
sooner than October 1, 2005. The term of the Prime Lease ends February 28, 2018,
but Sublessor and Subtenant do not at this time have any agreement for the
extension of the term of this Sublease beyond September 30, 2012.
2. RENTAL. Except as provided below, the rent payable by Subtenant to Sublessor
hereunder shall be payable monthly in advance on the first day of each calendar
month, prorated as to any partial month, commencing as of the earlier of (a)
October 1, 1997, or (b) the date Subtenant opens for the conduct of business
with the public at the premises. Rent payments due from Subtenant under this
Sublease shall be payable to Sublessor, or as directed in writing by Sublessor,
as follows:
As of the execution of this Sublease, Subtenant shall pay to Sublessor
$24,000.00, representing (i) a security deposit of $2,000.00 to be held by
Sublessor as provided under this Sublease, and (ii) the prepayment of rent of
$2,000.00 per month due from October 1, 1997, through August 31, 1998. If any
rent or prorated rent is due for any period prior to October 1, 1997, Subtenant
shall pay such in advance as of the date Subtenant opens for the conduct of
business with the public at the premises. As of September 1, 1998, rent due
under this Sublease shall be payable monthly in the amount of $2,000.00 per
month through September 30, 2007.
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If Subtenant exercises its option to extend the term of this Sublease, then
rent due under this Sublease during the extended term shall be determined as
follows:
(i) As of October 1, 2007, the monthly rent due under this Sublease shall
be $2,000.00 per month p1us a percentage thereof (which in no event
shall be less than twenty percent (20%) or more than sixty percent
(60%)) equal to the percentage increase in the United States National
Consumer Price Index, for All Nationwide Urban Consumers, U.S. City
Average, All Items (1982-84 100) published by the Bureau of Labor
Statistics of the United States Department of Labor (the "CPI"; or if
such index should not be in use or if the components thereof as of the
day of the Sublease or substantially altered or revised, the index
most nearly comparable thereto shall be substituted for the specified
index) over the preceding ten (10) years ending as of the most recent
month for which such CPI statistics are available as of October 1,
2007; and
(ii) As of October 1, 2010, the monthly rent due under this Sublease shall
be the monthly amount of the rent for the term October 1, 2007,
through September 30, 2010, as determined under subsection (i) above
plus a percentage thereof (which in no event shall be less than six
percent (6%) or more than eighteen percent (18%)) equal to the
percentage increase in the CPI over the preceding three (3) year
period ending as of the most recent month for which such CPI
statistics are available as of October 1, 2010.
Sublessor shall notify as Subtenant of each such percentage change in
the CPI and the amount of the new monthly rent due as a result
thereof, and shall furnish as Subtenant a copy of Sublessor's
computations thereof.
3. POSSESSION. Sublessor shall deliver to Subtenant possession of the leased
premises as of August 1, 1997, to allow Subtenant to enter the premises to
inspect the same or to commence any renovation allowed under this Sublease at
any time after August 1, 1997.
4. UTILITIES, MAINTENANCE INSURANCE, AND TAXES. Beginning as of the commencement
date of the term of this Sublease, any and all charges or expenses relating to
utilities, maintenance, repairs, insurance, real estate taxes, services and
common area charges (if any) which may be imposed or required to be paid under
the terms of the Prime Lease shall be paid by Subtenant in full, either directly
or upon demand, when and as required to be paid in accordance with the terms of
the Prime Lease, and in such amounts as shall be prescribed or determined under
the Prime Lease. Any such charges or expenses shall be prorated between
Sublessor and Subtenant on a daily basis if they include or relate to any period
prior to the commencement date of this Sublease. Any credits or refunds due from
Prime Landlord as a result of overpayment, and any deficits or payments due to
Prime Landlord as a result of underpayment, of any such charges or expenses due
under the Prime Lease shall be prorated and adjusted between Sublessor and
Subtenant on a daily basis if they include or relate to any period prior to the
commencement date of this Sublease.
5. HAZARDOUS MATERIALS. Subtenant covenants, warrants, and agrees that Subtenant
and its officers, employees, customers, invitees and agents shall not engage in
any conduct or activity on, about, within, or as to the premises which involves
or relates to the handling, generation, sale, possession, storage, labeling,
treatment, processing, discharge, use, transportation, maintenance and/or
disposal of any substance or material classified under any federal, state or
local law as "hazardous" or as otherwise regulated by any such applicable
environmental law. Subtenant agrees to hold harmless and indemnify Sublessor and
Prime Landlord from and against any and all loss, liability, claims, damages,
costs or expenses, including attorneys' fees and remediation costs, that may be
incurred by Sublessor or Prime Landlord resulting from the breach of the
foregoing covenant.
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6. IMPROVEMENTS. Subtenant shall be responsible for all improvements and costs
incurred in upfitting and renovating the premises for Subtenant's use. Sublessor
shall cooperate with Subtenant to secure the consent of Prime Landlord, if
required, to any signage to be installed or alterations to be made by Subtenant.
Prior to making any improvements, alterations or renovations to the premises,
Subtenant agrees to submit all plans and specifications -to Sublessor for review
and approval and to Prime Landlord if such approval by Prime Landlord is
required under the Prime Lease. Such improvements, alterations or renovations
shall be done in a xxxxxxx-like manner and on a timely basis, in accordance with
all permits and building codes.
Subtenant has inspected the leased premises and found them suitable for its
purposes as of the date of this Sublease, and Subtenant agrees to accept the
condition thereof as of the commencement date provided there has been no
material adverse change in the condition thereof as of the commencement date.
Sublessor shall be responsible to maintain the premises and the building,
equipment and fixtures thereon in good working order from the date hereof until
the commencement date. SUBTENANT AGREES TO ACCEPT THE LEASED PREMISES IN AS IS
CONDITION AND ACKNOWLEDGES THAT SUBLESSOR HAS MADE NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE LEASED
PREMISES INCLUDING, WITHOUT LIMITATION, NO WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE.
Sublessor agrees that Subtenant has the right to change the existing
signage at the oremises to signage that identifies Subtenant and its business as
the occupant of the premises, and to change the curbs and driveways on the
premises by creating a connecting driveway so that vehicles exiting from a
drive-through lane may turn left to circle the building and exit to Park Street
and by creating a new exit to Park Street at the upper end of the drive-through
canopy so that vehicles exiting from a drive-through lane may turn right and
exit to Park Street, provided such changes are permitted by the appropriate
governmental authorities and are made at Subtenant's sole expense.
7. REMOVAL OF SUBTENANT'S PROPERTY All improvements, with the exception of
Subtenant's trade fixtures, equipment and personal property, are to remain as
part of the premises after Subtenant vacates the premises. Provided that
Subtenant is not then in default, Subtenant shall have the right at any time
during the term of this Sublease to remove or replace its trade fixtures and
equipment placed or installed on the premises which may be removed without
material injury to the realty. Any damage to the leased premises or any part
thereof caused by such removal shall be repaired by Subtenant at its cost and
expense.
8. USE AND ASSIGNMENT. Subtenant shall be permitted to use the leased premises
only as drive-through branch banking facility subject, however, to zoning
ordinances, rules, regulations, laws, ordinances, statutes, and requirements of
all governmental authorities, and any board of fire insurance underwriters, and
any similar bodies having jurisdiction thereof, and such conditions,
restrictions and other encumbrances, if any, to which the leased premises may be
subject under the Prime Lease or otherwise. Subtenant shall not, without the
prior written consent of Sublessor and of Prime Landlord, use or allow to be
used said leased premises for any purpose other than that above mentioned.
Subtenant shall neither assign this Sublease (by operation of law or otherwise)
nor sublet the whole or any part of the leased premises without the prior
written consent of Sublessor and of Prime Landlord if and as required by the
Prime Lease; however, Sublessor acknowledges its consent to the assignment of
this Sublease or the subletting of the premises by Subtenant to any parent,
affiliate or subsidiary company of Subtenant or to and successor to Subtenant's
interest as a result of merger or the sale of all or substantially all of the
banking assets of Subtenant.
In no event may the leased premises be used for any illegal or improper
purposes nor snall Subtenant permit, allow or cause any act or deed to be
performed or any practice to be adopted or followed in or about the leased
premises which shall cause or be likely to cause injury or damage to any person
or the leased premises or which would constitute a nuisance. Subtenant agrees to
comply, at its sole cost and expense, with all applicable laws, ordinances,
rules, regulations, and requirements of governmental or other regulatory bodies,
commissions or agencies as to the use and operation of the leased premises.
Subtenant shall be responsible for compliance with Title III of the Americans
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Disabilities Act if and when such compliance is legally required, such as the
removal of architectural barriers to access where readily achievable and the
provision of auxiliary aides necessary to ensure effective communications with
members of the public. Subtenant will deliver to Sublessor copies of any and all
citations, orders, notices or other governmental materials or other
communications received with respect to the operation or use of Subtenant's
business at the leased premises.
9. INDEMNITY AND INSURANCE FOR SUBLESSOR. Subtenant agrees to hold harmless and
to indemnify Sublessor and Prime Landlord from and against any and all claims
arising from injury to persons, loss of life, or damage to property occurring in
or about Subtenant's leased premises and from and against any and all costs,
expenses and liabilities (including without limitation reasonable attorneys'
fees) incurred by Sublessor or Prime Landlord, in connection with any such claim
or proceeding based thereon, to the extent such injury, loss of life or damage
arises out of the negligence or willful act or failure to act of Subtenant, or
any officer, employee, agent, contractor or licensee of Subtenant, or any
visitor, guest or invitee of Subtenant.
Subtenant shall at all times during the term hereof and at its own cost and
expense, procure and continue in force all insurance required to be provided by
Sublessor under the Prime Lease and naming Prime Landlord as an insured
thereunder as required by the Prime Lease and, in addition, (i) a hazard
insurance policy in the amount of 100% of the replacement cost of the buildings
and relating improvements on the premises naming Sublessor and Prime -Landlord
as an additional insured, and (ii) a liability insurance policy naming Sublessor
and Prime Landlord as additional insured providing coverage against liability,
injury or death of any person in connection with the use, operation or condition
of the leased premises, in an amount of not less than $1,000,000 combined single
limit for bodily injury and property damage. Subtenant shall be responsible to
insure its own trade fixtures, equipment and personal property at Subtenant's
own expense. Subtenant shall deliver to the Sublessor and Prime Landlord, upon
regues Certificates of Insurance evidencing the existence and amounts of such
insurance with loss payable clause satisfactory to Sublessor and Prime Landlord.
No such policy shall be cancelable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to Sublessor and
Prime Landlord by the insurer. Subtenant shall, within twenty (20) days prior to
the expiration of such policies, furnish Sublessor and Prime Landlord with
renewals or binders, or Sublessor or Prime Landlord may order such insurance and
charge the cost to Subtenant, which amount shall be payable by Subtenant upon
demand. Sublessor and Prime Landlord shall not be liable for any damages to the
leased premises or for any loss, damage or injury to any person or any property
of Subtenant therein or thereon occasioned by bursting, rupture, leaking or
overflow of any plumbing or other pipes (including without limitation, water,
steam and/or refrigerant lines) sprinklers, tanks, drains, drinking fountains or
wash stands, or other similar cause in, above, upon or about the leased premises
or the building in which the leased premises are located.
10. RIGHT OF ENTRY. Sublessor and Prime Landlord shall have the right to enter
the leased premises during normal business hours, .provided. that such entry
does not unreasonably interfere with the operation of Subtenant's business, to
examine the condition of the same, to take any actions or perform any duties
required of Sublessor or Prime Landlord under the Prime Lease or under this
Sublease, or to exercise or enforce its rights under this Sublease.
11. PRIME LEASE. This Sublease is made specifically subject to the terms and
provisions of the Prime Lease. Nothing herein contained is intended or shall be
construed to grant Subtenant any rights with respect to the leased premises in
excess of Sublessor's rights as lessee under the Prime Lease. During the term
hereof, Subtenant shall observe and perform all terms, covenants and conditions
of the Prime Lease which are to be observed or performed on the part of the
lessee thereunder, unless specifically stated otherwise under this Sublease.
Subtenant shall indemnify and hold Sublessor harmless from and against all
claims, damages, costs and expenses (including reasonable attorneys' fees) in
respect to the non-observance or non-performance by Subtenant of any such terms
or conditions of the Prime Lease. Further, Subtenant shall neither do nor permit
anything to the done which would cause the Prime Lease to be terminated or
forfeited by reason of any right of termination or forfeiture reserved or vested
in Prime Landlord, except for the termination of the Prime Lease by Prime
Landlord not caused by the default of Subtenant, and Subtenant shall indemnify
and hold Sublessor harmless from and against all claims, damages, costs and
expenses (including reasonable attorneys' fees) of any kind whatsoever, by
reason of any breach or default on the part of Subtenant by reason of which the
Prime Lease may be terminated or forfeited.
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Sublessor covenants that Subtenant shall peacefully hold and enjoy the
leased premises during the term of this Sublease for so long as the Subtenant
perrorms its agreements hereunder and so long as the Prime Lease is not
terminated by reason of matters or events outside of Sublessor' 5 control.
Sublessor shall hold harmless and indemnify Subtenant from and against any and
all claims, damages or loss, including reasonable attorneys' fees, arising from
Sublessor's failure to observe any terms or perform any of its obligations under
the Prime Lease, other than those obligations under the Prime Lease that are to
be performed by Subtenant as provided under this Sublease.
Sublessor shall give to Subtenant, and Subtenant shall give to Sublessor, a
copy of any notice received from Prime Landlord relating to the Prime Lease, and
in the event the party who has the responsibility under this Sublease to cure
such default under the Prime Lease fails to do so, the other party shall have
the right, but not the obligation, to cure such default and to seek
reimbursement from the defaulting party for any and all costs and expenses,
including reasonable attorneys' fees, incurred in curing such default.
Sublessor agrees to cooperate and respond reasonably as to any request from
Subtenant for assistance in dealing with Prime Landlord to secure for Subtenant
the enjoyment and realization of any and all of the rights and privileges of
Sublessor under the Prime Lease to which Subtenant may be entitled under this
Sublease.
12. EVENTS OF DEFAULT. As used in the Sublease, the term "Event of Default"
shall mean any of the following:
A. Subtenant's failure to make payment of rent or other sum required
hereunder, which failure shall continue uncured for five (5) days after its due
date or written notice from Sublessor, as applicable, written notice thereof
from Sublessor being required to-be given only two (2) times during any twelve
(12) month period;
B. Subtenant's failure to keep, perform or observe any other term, covenant
or condition hereof, which failure shall continue uncured for ten (10) days
after written notice from Sublessor (specifying such failure), or if such
failure by its nature cannot be cured within ten (10) days, if Subtenant shall
not have commenced the cure within ten (10) days after such notice, and
thereafter diligently and continuously prosecuted it to completion;
C. Subtenant makes a transfer in fraud of its creditors or makes an
assignment for the benefit of its creditors;
D. A receiver, trustee or custodian is appointed for all or substantially
all of Subtenant's assets, or for Subtenant's leasehold interest hereunder;
E. Subtenant's personal property used in connection with the leased
premises is taken on execution or similar process; or
F. Subtenant's failure to discharge or bond, within twenty (20) days after
the filing thereof, any mechanics or materialman's lien filed against the leased
premises as a result of any work performed at the leased premises contracted for
by Subtenant.
13. SUBLESSOR'S REMEDIES UPON DEFAULT. Upon the happening of an Event of
Default, Sublessor, at its option and at any time thereafter, may:
A. If Sublessor shall so elect, and without any obligation to do so, cause
such Event of Default to be remedied in such manner and by such means as
Sublessor may deem proper, and the cost and expense thereof paid or incurred by
Sublessor, including reasonable attorneys' fees, if any, together with interest
thereon to the date of payment, shall constitute additional rent hereunder, and
the same shall be due and payable by Subtenant upon demand; or
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B. Terminate Subtenant's right to possession of the leased premises without
terminating this Sublease and require Subtenant to vacate the leased premises,
without prejudice to other remedies; and in such event, Sublessor shall use
reasonable efforts to re-let the premises upon such terms as Sublessor shall
determine in mitigation of its damages, but Subtenant shall continue to be
liable to Sublessor hereunder for all rental and other charges payable hereunder
for the remainder of the term of this Sublease (with such rental to be offset by
any rental received by Sublessor upon the re-letting of the premises) and for
all damages resulting from such default, including costs to clean, renovate,
re-lease, re-upfit or alter the premises for rental to other parties; or
C. Terminate this Sublease and require Subtenant to vacate the leased
premises, and exercise any other remedies available to Sublessor by law, in
equity, or otherwise and xxx for all damages resulting from such default
including costs to clean, renovate, release, re-upfit or alter the premises for
rental to other parties.
14. SURRENDER. At the expiration of the tenancy hereby created, Subtenant shall
surrender the leased premises in the same condition that the leased premises
were in upon delivery of possession thereof under this Sublease, reasonable wear
and tear, loss or damage by casualty, and permitted alterations excepted, shall
at -its expense clean-up said leased premises, and shall surrender all keys for
the leased premises to Sublessor. Subtenant shall, at such time, remove all its
personal property, equipment and trade fixtures and shall repair any damage to
the leased premises caused thereby, and any or all such property not so removed
shall, at Sublessor's option, become the exclusive property of Sublessor or be
disposed of by Sublessor without further notice to or demand upon Subtenant.
If Subtenant holds over in possession of the leased premises after the
termination of this Sublease, however such termination may be brought about,
Subtenant shall pay rent for the entire holdover period at double the monthly
rental as provided herein, and shall pay all damages incurred by Sublessor and
all reasonable attorneys' fees and expenses incurred by Sublessor in enforcing
Sublessor's rights hereunder if Sublessor must enforce such rights. No holding
over by Subtenant after the termination of this Sublease shall operate to extend
this Sublease other than as a tenancy at will.
Termination at the expiration of this term shall be without the necessity
of any notice from either Sublessor or Subtenant and Subtenant hereby waives
notice to vacate the premises and agrees that Sublessor shall be entitled to the
benefit of all provisions of law respecting the summary recqvery of possession
of premises from a tenant holding over to the same extent as if statutory notice
had been given.
15. NOTICES. Any notice, communication, request or other document required under
this Sublease to be given to Sublessor or Subtenant, shall be effective when
personally served, or if mailed, when !deposited for delivery as certified or
registered mail, return-receipt requested, to the following addresses:
If to Sublessor: FIRST UNION NATIONAL BANK OF SOUTH CAROLINA
Corporate Real Estate Division
1420 Two First Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Property Management
If to Subtenant: BANK OF COLUMBIA, N.A.
Attention: Xxxxx Xxxxx
X.X. Xxx 00000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Either party may, from time to time, change the address at which such
written notices, communications, requests or other documents or demands are to
be mailed, by giving the other party written notice of such changed address.
16. SUBORDINATION AND ENCUMBRANCE. This Sublease shall not be subordinated by
Subtenant to or pledged as collateral for any financing by Subtenant, and
Subtenant shall not encumber the -premises or its leasehold interest under this
Sublease.
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17. MISCELLANEOUS. ThIs Sublease may be executed in several counterparts, each
of which shall be deemed an original and such counterparts shall constitute but
one and the same instrument. This Sublease shall be binding upon and inure to
the benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns. It is hereby understood and agreed that the
relationship of the parties hereto is strictly that of sublessor and sublessee
of the leased premises, and Sublessor has no ownershlD in the Subtenant's
business and this Sublease shall not be construed as a joint venture or
partnership, and Subtenant is not and shall not be deemed to be an agent or
representative of Sublessor. This Sublease shall be governed by and construed in
accordance with the laws of South Carolina.
18. BROKERS. Sublessor shall be responsible for payment of the real estate
commission due the real estate brokers engaged by Sublessor and Subtenant in
connection with the subleasing of the premises, being CB Commercial Real Estate
Group, Inc. and DDMS Real Estate, Inc., respectively, under the terms of their
separate agreement(s) regarding such commissions. ExceDt for the commissions due
such brokers, the parties represent each to the other that there have been no
other brokers involved in this transaction and that no other commissions are due
and owing to any other person or entity.
19. ENTIRE AGREEMENT This Sublease, including the applicable terms and
conditions of the Prime Lease, contains the entire agreement between the parties
hereto in connection with the matters set forth herein and all prior or
contemporaneous oral or written agreements regarding the same shall have no
force or effect. This Sublease may not be modified or amended except by a
written agreement signed by the parties hereto. If any provision of this
Sublease (or portion thereof) shall prove to be ineffective or invalid, such
ineffectiveness or invalidity shall not affect any of the other provisions (or
portions thereof) of this Sublease.
20. CASUALTY OR CONDEMNATION. In the event a material portion of the premises is
taken by reason of condemnation and Subtenant, in its reasonable discretion,
determines that the remaining portion of the premises is not suitable for the
conduct of its business, then Subtenant may terminate this Sublease by giving
notice of termination to Sublessor within thirty (30) days after the effective
date of the taking by condemnation. If, however, Subtenant determines that the
remaining portion of the premises would be suitable for the conduct of
Subtenant's business, then this Sublease shall continue, but the amount of
rental shall be reduced in proportion to the reduced useability of the remaining
portion of the premises. Subtenant shall not be entitled to receive condemnation
proceeds relating to any such taking of the premises or any portion thereof.
This Sublease shall not be terminated in the event of any casualty to the
premises and no such casualty shall result in any abatement in the rent due
under this Sublease.
If the facts and circumstances shall exist and occur that would give
Sublessor the right to elect to terminate the Prime Lease by reason of
condemnation of the premises or damage thereto, if and as provided under the
Prime Lease, then the following provisions shall be applicable:
(a) If as a result of the forgoing Subtenant desires to terminate this
Sublease, then Sublessor agrees that it will either terminate the
Prime Lease and this Sublease or terminate just this Sublease (thereby
retaining unto Sublessor its rights under the Prime Lease for its own
purposes) ; and
(b) If by reason of the foregoing Subtenant does not want to terminate
this Sublease, Sublessor shall still have the right to terminate the
Prime Lease and/or this Sublease, but Sublessor agrees not to elect to
so terminate the Prime Lease and/or this Sublease provided (i)
Subtenant pays any costs and fees required in connection with the
repair, restoration or reconstruction of any improvements on the
premises that would not be covered by the terms of the Prime Lease and
(ii) Subtenant agrees to pay any rental or other fees that Sublessor
would otherwise remain responsible to pay under the Prime Lease for
the remainder of the term of this Sublease.
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21. SECURITY DEPOSIT Upon the execution of this Sublease, Subtenant shall
deposit with Sublessor the sum of $2,000.00 to be held by Sublessor as security
for the performance by Subtenant of the terms and conditions of this Sublease.
Sublessor shall be entitled to use, apply or retain all or any part of this
security deposit to the extent required to cure any default by Subtenant, for
any rent due and owing Sublessor at the expiration of this Sublease, or for any
sums which Sublessor is required to expend to restore the premises to the same
condition the premises were in at the commencement of this Sublease, ordinary
wear and tear, loss or damage by casualty, and permitted alterations excepted.
In the event Subtenant shall fully comply with the terms of this Sublease,
Sublessor shall return the security deposit, or the remaining portion thereof,
without interest, to Subtenant within thirty (30) days after the expiration and
termination of this Sublease.
22. CONTINGENCY. If Sublessor is unable to secure an acceptable agreement from
Prime Landlord, to the extent required under the Prime Lease, consenting to this
Sublease on or before April 15, 1997, then Sublessor shall have the right to
terminate this Sublease by giving notice to Subtenant of the failure of
Sublessor to secure such agreement from Prime Landlord, and effective as of the
giving of such notice, this Sublease shall be terminated and shall be of no
further force or effect, and any security deposit or prepaid rent shall be
returned to Subtenant.
If Subtenant is unable to secure approvals from all bank regulatory
agencies and authorities required for the relocation of Subtenant's branch bank
operation to the leased premises within sixty (60) days after the date of this
Sublease, then Subtenant shall have the right to terminate this Sublease by
giving notice to Sublessor of the failure of Subtenant to secure such approvals,
and effective as of the giving of such notice, this Sublease shall be terminated
and shall be of no further force or effect, and any security deposit or prepaid
rent shall be returned to Subtenant.
IN WITNESS WHEREOF, Sublessor and Subtenant have caused this Sublease to be
duly executed and their respective seals to be duly affixed effective as of the
day and year first above written.
[SIGNATURES OMITTED]
