LEASE
This lease is made this first day of September 1998, by and between Xxxxxxx
Square, Ltd. (hereinafter referred to as "Landlord") and Delta Woodside
Industries, Inc. (hereinafter referred to as "Tenant").
SECTION 1
DEFINITIONS
1.1 Regime. The term "Regime" means all that certain land and all
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buildings, improvements, equipment and facilities erected thereon known as
XXXXXXX SQUARE HORIZONTAL PROPERTY REGIME, located in Greenville, South
Carolina.
1.2 Master Deed. The term "Master Deed" means the Declaration of
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Condominium establishing Xxxxxxx Square Horizontal Property Regime and the
by-laws of the Association as the same may be amended from time to time.
1.3 Association. The term "Association" means the entity responsible
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for the operation of the condominium regime, Xxxxxxx Square Condominium Owners
Association, a non-profit unincorporated association.
1.4 Lease Year. The first lease year shall consist of twelve (12)
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consecutive full calendar months plus the partial month, if any, caused by the
Commencement Date (as defined in Section 2.2) falling on other than the first
day of a calendar month. Each succeeding lease year shall be for a period of
twelve (12) full calendar months.
1.5 Common Areas. The term "Common Areas" means those areas,
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facilities, utilities, improvements, equipment and installations in the Regime
which are from time to time designated for the nonexclusive use or benefit of
other owners or tenants, their employees, agents, customers, licensees and
invitees, and including Common Elements and Commercial Common Elements
designated in the Master Deed.
SECTION 2
DEMISE OF PREMISES AND TERM
2.1 Lease. Landlord hereby leases and demises to Tenant those certain
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Premises crosshatched in red on the Floor Plan attached hereto as Exhibit "A"
and by this reference made a part hereof, containing approximately 9,662 square
feet (hereinafter referred to as the "Premises") together with all rights to use
the Common Areas which are associated with or appurtenant to the ownership under
the Master Deed, subject to such reasonable rules and regulations as Landlord
shall adopt. If the Tenant shall perform the obligations set forth herein, the
Tenant shall have and enjoy, during the entire term hereof, the peaceful, quiet
and undisturbed possession of the premises.
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2.2 Commencement and Expiration Dates of Term. The term of this Lease
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and Tenant's obligation to pay rent hereunder shall commence on September 1,
1998. The term shall end, unless sooner terminated as hereinafter provided, on
the last day of the fifth (5th) consecutive lease year following the
Commencement Date.
2.3 Tenant Estoppel Certificate. The parties agree that, promptly upon
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the establishment of the Commencement Date, they will execute a stipulation
acknowledging said date which shall be attached to this Lease and made a part
hereof. In addition, within ten (10) days after written request by landlord or
to such other party as may be designated by Landlord, a certificate stating that
this Lease is in full force and effect and has not been modified, supplemented
or amended in any way, except as indicated in such certificate; that all
conditions and agreements hereunder to be performed by Landlord have been
satisfied or performed, except as set forth in said certificate; that Tenant is
not in default in the payment of rent or any of the other obligations required
of Tenant hereunder; and that Tenant has paid Minimum Rent and any Additional
Rent set forth hereunder as of the date set forth in the certificate.
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SECTION 3
RENT
3.1 Minimum Rent. During the initial lease year, Tenant shall pay
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$13.00 per square foot for the 9,662 square feet being leased, or $125,606 per
year, in equal monthly installments. Monthly installments of minimum rent shall
be paid in advance on the first day of each calendar month, without demand,
deduction of set off. In addition, Tenant shall pay monthly to Landlord, the
parking fees charged by the City of Greenville for usage of the Mall 200
parking. The amount shall be the number of spaces multiplied by the rate per
space charged by The City.
The rental rate in subsequent years will be as follows:
Year 2 $13.50/Sq. Ft.
Year 3 $14.00/Sq. Ft.
Year 4 $14.50/Sq. Ft.
Year 5 $15.00/Sq. Ft.
3.2 Operating Costs. The Tenant shall pay to Landlord its prorata
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share of any special or extraordinary assessments which may be assessed against
the Premises pursuant to the provisions of the Master Deed, such prorata share
being determined by a fraction, the numerator of which is the number of years
remaining in the term of this lease and the denominator of which is the useful
life, in years, of the improvement or repair for which the assessment was
levied.
3.3 Common Area Control/Right of Relocation. Landlord and/or the
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Association shall have the right at all times, in their sole discretion, to
change the size, location, elevation, nature and/or use of any portion of all
the Common Areas, the Regime or any part thereof as they may from time to time
determine, including the right to change the size thereof, to change the
location and size of the landscaping and buildings on the site, and to make
additions to, subtractions from or rearrangements of said buildings; provided
that no such change shall materially adversely affect the Premises or Tenant's
use thereof.
SECTION 4
USAGE
4.1 Use. Tenant shall use, occupy and operate the Premises solely for
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the purpose of business offices and for no other purpose whatsoever. Tenant
shall not, without Landlord's prior written consent, keep anything within the
Premises, or use the Premises for any purpose (other than use as business
offices) which increases the insurance premium cost or invalidates any insurance
policy carried on the Premises and Tenant shall pay as rent the amount of any
such increase promptly upon demand by Landlord.
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4.2 Rules and Regulations. Tenant shall observe faithfully and comply
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strictly with the Rules and Regulations attached hereto and made a part hereof
by this reference, and with all other Rules and Regulations that Landlord may
from time to time reasonably adopt or that may reasonably be established by the
Association for the safety, operation, care and cleanliness of the Regime or the
preservation of good order therein. Landlord shall not be liable to Tenant for
any violation of the Rules and Regulations, or for the breach of any covenant or
condition in any lease, by any other owner (other than Landlord) or tenant in
the Regime.
SECTION 5
ALTERATION, REPAIR AND MAINTENANCE
5.1 Alterations by Tenant. Except for Tenant improvements to be
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constructed pursuant to Section 15.20 (a), Tenant shall not make any alterations
to (including but not limited to alterations to the exterior, the storefront,
signs and/or utility lines or systems within or serving the Premises) not secure
any fixture or apparatus to the Premises without Landlord's prior written
approval, which approval shall not be unreasonably withheld, and Tenant shall
promptly remove upon order from Landlord any decoration or alteration made or
installed upon the Premises without Landlord's written consent, which consent
shall not be unreasonably withheld. All alterations, fixtures, betterments and
improvements made to or installed upon the Premises shall remain upon the
Premises, and shall become Landlord's property upon the expiration or earlier
termination of this Lease unless Landlord shall require Tenant to restore the
Premises to its original condition.
5.2 Repairs by Tenant. The Association (or Landlord if the Association
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shall fail to do so) shall keep the structural portions of the Premises and the
Common Area of the Regime, as applicable, in reasonable repair, provided that
Tenant shall give Landlord or the Association written notice of the necessity
for such repair as same affects the Premises. Tenant shall keep the interior of
the Premises , together with the storefront and all doors and windows of the
Premises, and all electrical, plumbing, and sprinkler systems located within the
Premises, and any other mechanical installations located within the Premises, in
reasonably good working order and repair, at its expense. Tenant shall also
keep in reasonably good working order and repair the heating, ventilating and
air conditioning systems that separately serve the Premises, whether such
systems are located within the Premises or on the roof or at other locations
within the building or the regime property. It is understood and agreed that
Tenant shall be responsible for all maintenance and repair of the Premises
except that which is the responsibility of the Association under the Master
Deed. Tenant agrees to employ a suitable contractor approved by Landlord, which
approval shall not be unreasonably withheld, to perform Tenant's obligations for
maintenance of the heating, cooling and ventilating units serving the Premises,
including at least annual inspections and cleaning , if necessary, of the system
together with such servicing as each such inspection discloses as being
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reasonably necessary or as shall be reasonably required by Landlord. Tenant
shall promptly repair, at its expense, any damage to the Premises caused by
bringing into the Premises any property for Tenant's use, or by the installation
or removal of such property regardless of fault or by whom such damage may be
caused, unless caused solely by the affirmative acts of negligence of Landlord,
its agents or employees. In the event Tenant fails to make such repairs,
Landlord may, at its option, but need not, make same and Tenant agrees to pay
Landlord as additional rent the reasonable cost thereof promptly upon demand by
Landlord. Tenant shall not overload the floor slab, electric wiring or
utilities serving the Premises and shall install at Tenant's sole expense, after
first obtaining Landlord's written approval, which approval shall not be
unreasonably withheld, any additional electric wiring that may reasonably be
required in connection with Tenant's apparatus, equipment or fixtures.
5.3 Liens. Tenant hereby indemnifies Landlord against, and shall keep
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the Premises and the Regime free from liens for any work performed, material
furnished, or obligations incurred by the Tenant. Should liens or claims be
filed against the Premises or the Regime by reason of Tenant's acts or
omissions, Tenant shall cause same to be discharged by bond or otherwise within
fifteen (15) days after filing.
5.4 Signs and Displays. Tenant shall not place or have placed and
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maintained on or within the Premises any sign, awning or advertising visible
from the exterior of the Premises not first approved in writing by Landlord,
which approval shall not be unreasonably withheld. Landlord shall have the
exclusive right to use the roof and Tenant shall not affix any sign or aerial to
the roof of the Premises.
SECTION 6
DAMAGE, DESTRUCTION OR CONDEMNATION
6.1 Casualty. Except as otherwise provided herein, if the Premises are
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damaged by fire or other insured casualty, the damage shall be repaired by
Landlord or the Association to the extent of the insurance proceeds available
therefor and the extent to which the Association is otherwise required to repair
pursuant to the Master Deed. Tenant shall restore Tenant's improvements thereto
to the extent of the insurance proceeds therefor immediately upon the completion
of Landlord's work or simultaneously with such work to the extent practicable.
Until repairs to the Premises are completed by the Association or Landlord,
Rentals shall be abated in proportion to the part of the Premises, if any, which
is unusable by Tenant in the conduct of its business, but if the damage is due
to the fault or neglect of Tenant or its employees, agents or invitees, there
shall be no abatement of rent. In the event that the Premises or other portions
of the Regime are damaged to the extent that the Association, pursuant to the
terms of the Master Deed, is not obligated to repair or restore the damage and
the condominium owners do not elect to repair or restore, then this lease shall
be terminated as of the date of such damage.
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If the Association and Landlord should elect or be obligated pursuant to
this Section 6.1 to repair or rebuild because of any damage or destruction,
their obligation shall be limited to the basic building and any other work or
improvements which may have been originally performed or installed at Landlord's
or Association's expense. If the cost of performing Landlord's or Association's
obligation exceeds the actual proceeds of insurance paid or payable to Landlord
or the Association on account of such casualty, together with any contribution
which might be required of the Association or unit owners pursuant to the Master
Deed, Landlord may terminate this Lease unless Tenant, within fifteen (15) days
after demand therefor, deposits with Landlord a sum of money sufficient to pay
the difference between the cost of repair and the proceeds of insurance
available for such purpose. Provided that Landlord or the Association shall
fulfill its repair obligations, Tenant shall replace all work and improvements
originally installed or performed by Tenant at its expense to the extent of the
insurance proceeds therefor.
Upon the termination of this Lease pursuant to the provisions of this
Section 6.1, the parties shall be released thereby without further obligations
to the other party coincident with the surrender of possession of the Premises
to Landlord, except for items which have theretofore accrued and be then unpaid.
In the event of such termination, all of Tenant's insurance proceeds covering
Tenant's leasehold improvements in excess of the book value (net of
amortization) to Tenant of such improvements, but excluding proceeds for trade
fixtures, merchandise, signs and other personal property, shall be disbursed and
paid to Landlord. Any security deposit paid by Tenant shall be refunded to
Tenant.
6.2 Condemnation. If the whole of the Premises, or so much thereof as
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to render the balance unusable by Tenant, shall be taken under power of eminent
domain, or otherwise transferred in lieu thereof, or if so much of the Regime is
taken that the Regime is not restored, then this Lease shall automatically
terminate as of the date possession is taken by the condemning authority. In
the event of a total or partial taking, Landlord agrees to pay to Tenant, from
the award allocable to the Premises, a sum equal to the book value (net of
depreciation) of Tenant's improvements which are taken or rendered unusable. In
addition, in the event of a total taking, there shall be subtracted from the
award allocable to the Premises (a) all indebtedness of Landlord allocable to
the Premises and (b) the book value of the Tenant's improvements. The remaining
balance, if any, shall be divided between Landlord and Tenant as their
respective interests would have appeared prior to any deduction from the award.
Except for payment of the book value of improvements referred to above, there
shall be no apportionment in the event of a partial taking which does not result
in termination of this lease but Rent shall be apportioned according to the part
of the Premises remaining usable by Tenant.
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SECTION 7
UTILITIES
7.1 Payment. Tenant shall promptly pay all charges for utilities and
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other services furnished to the Premises whether by Landlord or the applicable
utility Company. Landlord shall not be liable for any interruptions or
curtailment in utility services due to causes beyond the control of Landlord or,
unless avoidable by the exercise of due care by Landlord, due to alteration,
repair or improvement of the Premises or the Regime.
7.2 Utilities. Landlord and the Association shall have the right to
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run utility lines, pipes, roof drainage pipes, conduit, wire, ductwork or
sprinkler systems where necessary, through, in or beneath the Premises and to
maintain the same in a manner which does not unduly interfere with Tenant's use
thereof.
SECTION 8
INDEMNIFICATION
Tenant hereby agrees to indemnify and hold Landlord harmless from any and
all claims, damages, liabilities or expenses (not covered by insurance payable
to Landlord) arising out of (a) Tenant's use of the Premises or the Common Area
of the Regime, (b) any and all claims arising from any breach or default in the
performance of any obligation hereunder of Tenant, (c) any act, omission or
negligence of Tenant, its agents or employees. Tenant further releases Landlord
and the Association from liability for any damages sustained by Tenant or any
other person claiming by, through or under Tenant due to the Premises, the
Common Area, or any part thereof or any appurtenances thereto becoming out of
repair, or due to the happening of any accident, including but not limited to
any damage caused by water, snow, windstorm, tornado, gas, steam, electrical
wiring, sprinkler system, plumbing, heating and air conditioning apparatus and
from any acts or omissions of owners or other tenants within the Regime, except,
in all cases, to the extent such damages are caused by Landlord's or
Association's negligence. Landlord shall not be liable for any damage to or
loss of Tenant's personal property, inventory, fixtures or improvements, from
any cause whatsoever except the negligence of Landlord, and then only to the
extent not covered by insurance to be obtained by Tenant in accordance with
Section 10 hereof. Except for matters released by Tenant hereinabove, Landlord
agrees to indemnify and hold Tenant harmless from any and all claims, damages,
liabilities or expenses, not covered by insurance, arising from any default by
Landlord under this lease or from the portion of any claim against Tenant by
third parties resulting from the negligence of Landlord.
SECTION 9
INSURANCE
Tenant shall maintain at its sole expense during the term hereof, public
liability insurance covering the Premises in an amount of $1,000,000.00 for
injury or death to any one person and $3,000,000.00 for injury and/or death to
any number of persons in any one accident and property damage insurance in an
amount of $1,000,000.00 in companies reasonably satisfactory to Landlord in the
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joint names of Landlord and Tenant. Tenant shall also keep in force fire and
extended coverage insurance for the full replacement value of Tenant's
improvements and Tenant's property located in the Premises, including personal
property. If available at reasonable cost, Tenant will cause such insurance
policies to name Landlord as an additional insured and to be written so as to
provide that the insurer waives all right of recovery by way of subrogation
against Landlord in connection with any loss or damage covered by the policy.
In addition, Tenant shall keep in force xxxxxxx'x compensation or similar
insurance to the extent required by law. Tenant shall deliver said policies or
certificates thereof to Landlord within ten (10) days of the commencement of the
term. Should Tenant fail to effect the insurance called for herein, Landlord
may, at its sole option, procure said insurance and pay the requisite premiums,
in which event, Tenant shall pay all sums so expended to Landlord, as additional
rent following invoice. To the extent such endorsement is obtainable at
reasonable cost, each insurer under the policies required hereunder shall agree
by endorsement on the policy issued by it or by independent instrument furnished
to Landlord that it will give Landlord fifteen (15) days prior written notice
before the policy or policies in question shall be altered or canceled.
Landlord agrees to use its best efforts to see that all insurance to be carried
by the Association pursuant to the Master Deed is continually maintained and
that such insurance provides that the insurer waives all rights of recovery by
way of subrogation against Tenant.
SECTION 10
REMEDIES OF LANDLORD
10.1 Default. In the event that Tenant (a) fails to pay all or any
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portion of any sum due from Tenant hereunder or pursuant to any exhibit hereto
within five (5) days following notice, (b) fails to cease al all conduct
prohibited hereby immediately upon receipt of written notice from Landlord, (c)
fails to take actions in accordance with the provisions of written notice from
Landlord to remedy Tenant's failure to perform any of the terms, covenants and
conditions hereof; (d) commits an act in violation of this Lease which Landlord
has previously notified Tenant to cease more than once in any year; (e) becomes
bankrupt, insolvent or files any debtor proceeding, makes any petition of
bankruptcy; takes action for the appointment of a receiver for all or a portion
of Tenant's assets, files a petition for a corporate reorganization by reason of
insolvency; or makes an assignment for the benefit of creditors (any or all of
the occurrences in this said Section 10.1 (f) shall be deemed a default on
account of bankruptcy for the purposes hereof and such default on account of
bankruptcy shall apply to and include any Guarantor of this Lease; (f) commits
waste to the Premises; or (g) is otherwise in breach of Tenant's obligations
hereunder and shall not have cured same within ten (10) days following written
notice from Landlord; then Tenant shall be in default hereunder and Landlord
may, at its option and without further notice to Tenant, terminate Tenant's
right to possession of the Premises and without terminating this Lease re-enter
and resume possession of the Premises and/or declare this Lease terminated, and
may thereupon in either event remove all persons and property from the Premises,
with or without resort to process of any court, either by force or otherwise.
Provided, however, that with respect to any non-monetary default mentioned in
Items 10.1(c) - (g) herein the period for curing such default shall be extended
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to thirty (30) days provided Tenant is diligently attempting to cure same.
Notwithstanding such re-entry by Landlord, Tenant hereby indemnifies and holds
Landlord harmless from any and all loss or damage which Tenant may incur by
reason of the termination of this Lease and/or Tenant's right to possession
hereunder pursuant to this Section 10.1. In no event shall Landlord's
termination of this Lease and/or Tenant's right to possession of the Premises
abrogate Tenant's agreement to pay rent and additional charges due hereunder for
the full term hereof. Following re-entry of the Premises by Landlord, Tenant
shall continue to pay all such rent and additional charges as same become due
under the terms of this Lease, together with all other reasonable expenses
incurred by Landlord in regaining possession until such time, if any, as
Landlord relates same and the Premises are occupied by such successor. Landlord
agrees to use reasonable efforts to relet the premises. Upon reletting, sums
received from such new lessee by Landlord shall be applied first to payment of
reasonable costs incident to reletting; any excess shall then be applied to any
indebtedness to Landlord from Tenant other than for Minimum Rent; and any excess
shall then be applied against the deficiency between all amounts to be received
hereunder and sums received by Landlord on reletting, which deficiency Tenant
shall pay to Landlord in full, within five (5) days of notice of same from
Landlord. Tenant shall have no right to any proceeds of reletting that remain
following application of same in the manner set forth herein.
10.2 Cumulative Remedies. The various rights and remedies herein
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granted to Landlord shall be cumulative and in addition to any others Landlord
may be entitled to by law or in equity, and the exercise of one or more rights
or remedies shall not impair Landlord's right to exercise any other right or
remedy. In all events, Landlord shall have the right upon notice to Tenant to
cure any breach by Tenant at Tenant's sole cost and expense, and Tenant shall
reimburse Landlord for such expense upon demand.
10.3 Bankruptcy. If Landlord shall not be permitted to terminate this
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Lease as hereinabove provided because of the provisions of Title 11 of the
United States Code relating to Bankruptcy, as amended ("Bankruptcy Code"), then
Tenant as a debtor in possession of any trustee for Tenant agrees promptly,
within no more than fifteen (15) days upon request by Landlord to the Bankruptcy
Court, to assume or reject this Lease and Tenant on behalf of itself and any
trustee agrees not to seek or request any extension or adjournment of any
application to assume or reject this Lease by Landlord with such Court. In such
event, Tenant or any trustee for Tenant may only assume this Lease if (A) it
cures or provides adequate assurance that the trustees will promptly cure any
default hereunder, (B) compensates or provides adequate assurance that Tenant
will promptly compensate Landlord for any actual pecuniary loss to Landlord
resulting from Tenant's defaults, and (C) provides adequate assurance of
performance during the fully stated term hereof of all of the terms, covenants,
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and provisions of this Lease to be performed by Tenant. In no event after the
assumption of this Lease shall any then-existing default remain uncured for a
period in excess of the earlier of ten (10) days or the time period set forth
herein. Adequate assurance of performance of this Lease as set forth
hereinabove shall include, without limitation, adequate assurance (1) of the
source of rent provided for hereunder, and (2) the assumption of this Lease will
not breach any provision hereunder. In the event of a filing of a petition
under the Bankruptcy Code, Landlord shall have not obligation to provide Tenant
with any services or utilities as herein required, unless Tenant shall have aid
and be current in all payments of Operating Costs, utilities or other charges
therefor.
SECTION 11
TRANSFERS, ASSIGNMENT AND SUBLETTING
11.1 Assignment and Subletting. Tenant shall not, either voluntarily
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or by operation of law, sell, assign, hypothecate or otherwise transfer this
Lease, or sublet the Premises or any part thereof (all of the foregoing
collectively referred to as a "Transfer"), except that Tenant may, without
violating this Lease, do any of the following: (a) merge or consolidate with,
or transfer all or substantially all of its assets to, another corporation
incorporated in any state of the United States or the District of Columbia,
provided that the resulting or transferee corporation shall have a net worth of
not less than $10,000,000.00 and further provided that such corporation assumes
all the obligations of Tenant hereunder, in which event Tenant shall be relieved
of its obligations hereunder, or (b) sublease all or any part of the Premises to
any other person(s) or entity(ies). Landlord and Tenant acknowledge and agree
that the foregoing restriction on Transfers has been freely negotiated by the
parties hereto and that Landlord would not have entered into this Lease without
Tenant's consent to the terms of this Section 11.2. Any attempted Transfer in
violation hereof shall be void ab initio and, except as otherwise provided
herein, Tenant shall remain primarily liable on this Lease and shall not e
released from performing any of the terms, covenants and conditions of this
Lease. The acceptance by Landlord or payments of Rent or additional rent
following any assignment or transfer prohibited by this Section shall not be
deemed to be a consent by Landlord to any such assignment or other transfer, nor
shall the same be deemed to be a waiver of any right or remedy of Landlord
hereunder.
SECTION 12
SUCCESSION TO LANDLORD'S INTEREST
12.1 Attornment. Tenant shall attorn and be bound to any of Landlord's
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successors under all the terms, covenants and conditions of this Lease for the
balance of the remaining term.
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12.2 Subordination. This Lease shall be subordinate to the lien of any
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mortgage or security deed or the lien resulting from any other method of
financing or refinancing now or hereafter in force against the Premises, any
portion thereof, and to any and all advances to be made under such mortgages,
and all renewals, modifications, extensions, consolidations and replacements
thereof. The aforesaid provisions shall be self-operative and no further
instrument of subordination shall be required to evidence such subordination.
Tenant covenants and agrees to execute and deliver, upon demand, such further
instrument or instruments subordinating this Lease on the foregoing basis to the
lien of any such mortgage or mortgages as shall be desired by Landlord and any
mortgages or proposed mortgages, and hereby irrevocably appoints Landlord the
attorney-in-fact of Tenant to execute and deliver such instrument or instruments
within ten (10) days after written notice to do so. Provided, however, that the
subordination described in this Section 12.2 shall be effective only in the
event that the Mortgagee of lien holder shall have agreed in writing not to
disturb the peaceful possession of the Premises by Tenant and to recognize the
Tenant's rights under this lease so long as Tenant is not in default thereunder.
12.3 Mortgagee's Approval. If any mortgagee of the Premises requires
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any modification of the terms and provisions of this Lease as a condition to
such financing as Landlord may desire, then Landlord shall have the right to
cancel this Lease if Tenant fails or refuses to approve and execute such
modification(s) within thirty (30) days after Landlord's request therefor,
provided said request is made prior to the Commencement Date. Upon such
cancellation by Landlord, this Lease shall be null and void and neither party
shall have any liability either for damages or otherwise to the other by reason
of such cancellation. In no event, however, shall Tenant be required to agree,
and Landlord shall not have any right of cancellation for Tenant's refusal to
agree, to any modification of the provisions of this Lease relating to: the
amount of rent or other charges reserved herein; the size and/or location of the
Premises; the duration and/or Commencement Date of the term; or the construction
of the improvements to be made by Landlord to the Premises prior to delivery of
possession.
SECTION 13
SURRENDER OF PREMISES
At the expiration or earlier termination of this Lease, Tenant shall
surrender the Premises to Landlord broom clean and in the same condition as when
tendered by Landlord, reasonable wear and tear and insured casualty excepted,
subject to Section 6 hereof. Tenant shall promptly repair any damage to the
Premises caused by the removal of any furniture, trade fixtures or other
personal property placed in the Premises.
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SECTION 14
MISCELLANEOUS
14.1 Attorney's Fees. In the event that it shall be reasonably
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necessary for any party to engage attorneys for the enforcement of any of the
terms of this lease the defaulting party shall pay to the non-defaulting party
all costs reasonably incurred in connection therewith including reasonable
attorneys fees.
14.2 Late Charges. All sums not paid when due shall bear interest at
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the highest legal rate not to exceed eighteen percent (18%) per annum calculated
from said due date.
14.3 Accord and Satisfaction. No payment by Tenant or receipt by
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Landlord of a lesser amount than the charges herein stipulated shall be deemed
to be other than on account of the earliest stipulated charges, nor shall any
endorsement or statement on any check or letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of any
amounts due hereunder or to pursue any other remedy provided herein.
14.4 Time of Essence. TIME IS OF THE ESSENCE OF THIS LEASE.
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14.5 Holding Over. Should Tenant, with Landlord's written consent,
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hold over at the end of the term, Tenant shall become a Tenant at will and any
such holding over shall not constitute an extension of this Lease. During such
holding over, Tenant shall pay rent and other charges at the highest monthly
rate provided for herein. If Tenant holds over at the end of the term without
Landlord's written consent, Tenant shall pay Landlord as liquidated damages, a
sum equal to twice the rent which would be paid under the prior sentence by
Tenant to Landlord for all the time Tenant shall so retain possession of the
Premises; provided that the exercise of Landlord's rights under this clause
shall not be interpreted as a grant of permission to Tenant to continue in
possession.
14.6 Severability. In the event any provision of this Lease to any
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extent be invalid or unenforceable, the remainder of this Lease shall not be
affected thereby, and the Lease and its provisions shall be valid and
enforceable to the full extent permitted by law.
14.7 Brokers. Tenant indemnifies Landlord against any claims for
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brokerage commissions agreed to by Tenant in connection herewith.
14.8 Waiver. No waiver by Landlord of any provision of this Lease
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shall be deemed to be a waiver of any other provision hereof or of any
subsequent breach by Tenant of the same provision. Landlord's consent to or
approval of any act by Tenant shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act. No
agreement by Landlord to accept Tenant's surrender of the Premises shall be
valid unless written.
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14.9 Right of Entry. Landlord shall have free access to the Premises
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at all reasonable times to inspect same and to make such repairs, additions,
improvements, changes or alterations to the Premises, as Landlord may reasonably
elect to make. Tenant agrees that on and after ninety (90) days next preceding
the expiration of the term hereof, Landlord or its agents shall have the right
to show the Premises to potential tenants and to place notices offering the
Premises for lease or sale or any part of the Premises.
14.10 Successors and Assigns. Except as otherwise provided herein,
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this lease shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, executors, successors and
assigns.
14.11 Headings, Captions and References. The section captions
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contained in this Lease are for convenience only and do not in any way limit or
amplify any term or provision hereof. The use of the terms "hereof",
"hereunder" and "herein" shall refer to this Lease as a whole except where noted
otherwise.
14.12 Survival of Obligations. The provisions of this Lease with
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respect to any obligation of Tenant or Landlord to pay any sum owing after the
expiration or other termination of this Lease shall survive the expiration or
other termination of this Lease.
14.13 Landlord and Tenant Relationship. Nothing herein contained shall
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be deemed or construed by the parties hereto, nor by any other party, as
creating the relationship of principal and agent or of partnership or of joint
venture between the parties hereto. No estate shall pass from Landlord to
Tenant, and this Lease shall not be subject to levy and/or sale and, except as
otherwise provided herein, shall not e by Tenant.
14.14 Notices. Any notice required or permitted to be given hereunder
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shall be in writing and may be given by personal delivery, by U. S. Certified
Mail, postage prepaid, return receipt requested, addressed to Tenant at 000 X.
Xxxx Xx., Xxxxx 000, Xxxxxxxxxx, XX, and to Landlord at 000 X. Xxxx Xx.,
Xxxxxxxxxx, XX (or to such other address as is contained in a notice to the
other Party), or by posting such notice to the Premises. Notices and demands
shall be deemed to have been given (I) upon the date of the executed return
receipt if sent by Certified Mail, provided that if delivery cannot be made or
if any party shall refuse delivery, notices shall be deemed given when mailed,
or (ii) upon delivery if personally delivered, and upon posting if posted to the
Premises.
14.15 Representations. Tenant acknowledges that neither Landlord nor
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Landlord's agents, employees or contractors have made any representations or
promises with respect to the Premises, the Regime or this Lease except as
expressly set forth herein.
14.16 Jurisdictions. The laws of the State of South Carolina shall
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govern the interpretation, validity, performance and enforcement of this Lease.
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14.17 Entire Agreement. This Lease constitutes the entire agreement
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between the parties hereto with respect to the subject matter hereof and no
subsequent amendment of agreement shall be binding upon either party unless it
is signed by each party. The submission of this Lease shall not constitute an
offer to Lease by Landlord and this Lease shall not be binding unless and until
it is signed by Landlord and Tenant.
14.18 Special Stipulations. Insofar as the following Special
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Stipulations conflict with any of the foregoing provisions, the Special
Stipulations shall apply and control.
IN WITNESS WHEREOF, the parties hereto have executed this Lease this day
and year first above written.
LANDLORD:
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XXXXXXX SQUARE, LTD.
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Witness By:
TENANT:
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DELTA WOODSIDE INDUSTRIES, INC.
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Witness By:
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