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EXHIBIT 10.10
LEASE AGREEMENT
0000 Xxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxxx
ARTICLE 1.00: BASIC LEASE TERMS
1.01 PARTIES. This lease agreement ("Lease") is entered into by
and between the following Lessor and Lessee:
Graystone, LLC, a Tennessee limited liability company, hereafter
called ("Lessor"), and the Bank of Nashville, hereafter called
("Lessee").
1.02 LEASED PREMISES. In consideration of the rents, terms,
provisions and covenants of this Lease, Lessor hereby leases, lets and demises
to Lessee the following described premises ("Leased Premises"):
Approximately 4,000 rentable square feet located on the ground floor
of the office building at 0000 Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx,
00000 (the "Building") as indicated on the schematic drawings attached
hereto as Exhibit "A", the Building being located on the site described
on lot number 66, hereafter called (the Land"). The Land, Building,
and other improvements and appurtenances developed by Lessor in
connection with the Building are sometimes collectively referred to
herein as (the "Property").
1.03 TERM. Subject to and upon conditions set forth herein, the
term of this Lease shall commence on the "completion date", which Lessor has
estimated to be May 1, 1998, and shall terminated one hundred twenty days (120)
months thereafter (the "terminated date"). The actual commencement date shall be
the earlier of ninety (90) days from delivery of a "white box" shell space as
defined in the attached Exhibit "A" or the issuance of a use and occupancy
certificate by the appropriate regulatory authorities, thereby permitting use
of the space by the Bank of Nashville.
1.04 BASE RENT. "Base Rent" shall mean the annual amount of rent
payable with respect to each lease year during the term of this Lease. The
"Initial Base Rent" shall be as follows:
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RENTABLE SQUARE BASE RENTAL INITIAL BASE RENT MONTHLY
FEET (RSF) RATE (ANNUALLY) RENT
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4,000 $20.00 Per RSF $80,000.00 $6,666.67
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1.05 ADDRESSES.
Lessor's Address: Lessee's Address:
Graystone, LLC The Bank of Nashville
c/o Xxxxxxx X. Xxxxxxxx 000 Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxx Xxxx Xxxxxx Xxx 000000
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000-0000
1.06 PERMITTED USE. Lessee shall use the Leased Premises for
general office purpose (which shall include without limitation banking,
financial services, travel agency, insurance and annuities sales,
administration and training, and any other uses that are permissible to a bank
holding company or its subsidiaries, a savings and loan holding company or its
subsidiaries, a bank, a savings bank or other financial institution), and for
no other purposes. It is understood that Lessee may sublease, with the Lessor's
permission, a certain portion of the Leased Premises to be used as a gourmet
coffee shop. In such event other permitted uses shall include the sale of
coffee,
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tea, soft drinks, pastries and other ready-to-eat foods. There shall not be any
cooking or baking permitted in this space.
ARTICLE 2.00: RENT
2.01 BASE RENT. Lessee agrees to pay the Base Rent for each lease
year during the term of this Lease; in equal monthly installments in the amount
of one-twelfth (1/12) of the Base Rent for such lease year, which monthly
installments shall be payable to Lessor at the address shown above. One
monthly installment of rent shall be due and payable on the date of execution
of this Lease by Lessee for the first month's rent and a like monthly
installment shall be due and payable on or before the first day of each
calendar month succeeding the commencement date during the term of this Lease;
provided, if the commencement date or the completion date should be a date
other than the first day of calendar month, the monthly rental set forth above
shall be prorated to the end of that calendar month, and all succeeding
installments of rent shall be payable on or before the first day of each
succeeding calendar month during the term of this Lease. Lessee shall pay, as
additional rent, all other sums due under this Lease.
2.02 ADDITIONAL RENT. Tenant shall pay, as additional rent, a
Common Area Maintenance charge equal to Three and 05/100 Dollars ($3.05) per
square foot of leased area. This additional rent in the amount of Twelve
Thousand Two Hundred and 00/100 Dollars ($12,200.00) per annum shall be paid in
monthly installments of One Thousand Sixteen and 67/100 dollars ($1,016.67) and
shall be paid in conjunction with the above Base Rent
2.03 RENEWAL OPTIONS. One the tenth (10th), the fifteenth (15th)
and the twentieth (20th) anniversaries of the commencement date set forth in
Section 1.03 above, the Base Rent shall be adjusted to effect the following
increases:
May 1, 2008: Base Rent shall be increased to equal one
hundred fifteen percent (115%) of the
Initial Base Rent.
May 1, 2013: Base Rent shall be increased to equal one
hundred twenty percent (120%) of the
Initial Base Rent.
May 1, 2018: Base Rent shall be increased to equal one
hundred twenty-five percent (125%) of the
Initial Base Rent.
Common Area Maintenance: During the renewal option period the
Common Area Maintenance charge shall be adjusted to reflect
the following increases:
May 1, 2008: Common Area Maintenance shall be increased
to equal one hundred fifteen percent (115%)
of the initial base Common Area Maintenance.
May 1, 2013: Common Area Maintenance shall be increased
to equal one hundred twenty (120%) of the
initial base Common Area Maintenance.
May 1, 2018: Common Area Maintenance shall be increased
to equal one hundred twenty-five percent
(125%) of the initial base Common Area
Maintenance.
2.04 UTILITIES. The Tenant agrees to pay all charges for
installation and maintenance of telephone, electricity, gas and other utilities
and services used by Tenant in its building, and Landlord agrees at all times
to provide Tenant with access to such utilities. Tenant shall be responsible for
any charges for the fire alarm system or security system, but Landlord shall be
responsible for any "hook-up" fees or other charges incident to providing access
initially to any utility.
2.05 TENANT'S REPAIRS. Upon completion of construction and
acceptance of the demised premises by Tenant, Tenant agrees during the initial
term hereby granted and extension or renewal thereof, to perform all
maintenance necessary to keep and maintain, including replacements (exclusive
of HVAC systems), if necessary. The interior of the demised premises is to
remain in good condition and all plumbing, lighting and HVAC units are to be
repaired at the sole expense of Tenant at or before the end of the initial term
of any extension or renewal thereof. Tenant shall have the benefit of all
manufacturer's, installer's or other warranties in connection with
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the items to be maintained by it. Landlord shall keep and maintain in good
condition and repair the parking area, sidewalks and service areas on the
demised premises, including sweeping, cleaning, lighting, snow and ice removal,
if necessary, general repair and maintenance of all paved surfaces, repainting
and re-striping, and maintenance of landscaped areas.
2.06 CONSTRUCTION OF SHELL BUILDING. The Landlord, at its sole cost and
expense, shall diligently proceed to construct a store building, parking area,
sidewalks, service area and other improvements for use and occupancy by Tenant
as shown on the site plan attached hereto marked Exhibit "A" and in conformity
with the plans and specifications to be approved by both Landlord and Tenant.
Said plans and specifications will be initialed by the parties hereto and when
initialed shall constitute a part of this Lease. Said plans and specifications
shall provide for a completed shell building, commonly referred to as a "white
box". Tenant shall be given a dollar allowance to install basic ceiling tile
and grid. Tenant shall furnish, install and connect, at its sole expense, its
own interior tenant finishes including but not limited to walls, partitions,
restroom finishes, carpeting, wall covering, interior doors, bank improvements
and ATM installations, pneumatic tubing for two (2) drive-in teller windows as
well as other bank improvements.
2.07 SIGNS. Tenant may, with the prior approval of Landlord, which
approval will not unreasonable be withheld, place, erect and maintain any sign
on the exterior of the Building, which sign shall remain the property of Tenant
and may be removed at any time during the term of this Lease, or any extension
thereof, provided Tenant shall repair or reimburse Landlord for the costs of
any damage to the building resulting from the installation or removal of such
sign.
It is agreed and understood that all signage design must meet all
specifications and requirements of the approving regulatory agency.
2.08 FIXTURES AND ALTERATIONS. The Tenant, at its own expense, shall
have the right from time to time during the term of this Lease to make any
interior alterations, additions and improvements or exterior alterations
including doors and partitions, in and to the demised premises which it may
deem necessary or desirable and which do not adversely affect the structural
integrity thereof, but it shall make them in a good, workmanlike manner and in
accordance with all valid requirements of municipal or other governmental
authorities. This right of Tenant shall include the erection of interior
partitions. All permanent structural improvements shall belong to the Landlord
and become a part of the premises upon termination or expiration of this Lease.
Tenant may construct and build or install in the premises any and all
racks, counters, shelves and other fixtures and equipment of every kind and
nature as may be necessary or desirable in the Tenant's business, which racks,
counters, shelves and other fixtures and equipment shall at all times be and
remain the property of the Tenant, and Tenant shall have the right to remove
all or any part of the same from the premises at any time provided Tenant shall
repair or reimburse Landlord for the cost of repairing any damage to the
premises resulting from the installation or removal of such items.
2.09 THEFT OR BURGLARY. Lessor shall not be liable to Lessee for losses
to Lessee's property or personal injury caused by criminal acts or entry by
unauthorized persons into the Leased Premises or the building.
2.10 JANITORIAL. Landlord shall at all times keep the interior of the
store building in a reasonable neat and orderly condition and shall keep the
delivery areas of the building reasonably clean and free from rubbish and
dirt. Five (5) days per week janitorial service, including vacuuming, dusting
and trash pick-up, shall be provided by Landlord. Tenant will not make or
suffer any waste of the demised premises or permit anything to be done in or
upon the demised premises creating a nuisance thereon and Tenant further agrees
to permit the Landlord or its agent at all reasonable times to enter upon the
premises for the purpose of making repairs and for examining or showing the
same to prospective purchasers.
2.11 LATE PAYMENT CHARGE. Other remedies for nonpayment of rent
notwithstanding, if the monthly rental payment is not received by Lessor on or
before the tenth (10th) day of the month for which the rent is due, or if any
other payment due Lessor by Lessee is not received by lessor on or before the
tenth (10th) day of the month next following the month in which Lessee was
invoiced, a late payment charge of five percent (5%) of such past due amount
shall become due and payable in addition to such amounts owned under this Lease.
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2.12 INCREASE IN INSURANCE PREMIUMS. If an increase in any insurance
premiums paid by Lessor for the building is caused by Lessee's use of the
Leased Premises in a manner other than as set forth in Section 1.06, or if
Lessee vacates the Leased Premises and causes an increase in such premiums,
then Lessee shall pay as additional rent the amount of such increase to lessor.
2.13 HOLDING OVER. In the event that Lessee does not vacate the Leased
Premises upon the expiration or termination of this Lease, Lessee shall be a
tenant at will for the holdover period and all of the terms and provisions of
this Lease shall be applicable during that period, except that Lessee shall pay
Lessor as base rental for the period of such holdover an amount equal to one
and 15/100 (1.15) times the rent which would have been payable by Lessee had
the holdover period been a part of the original term of this Lease.
Lessee agrees to vacate and deliver the Leased Premises to Lessor upon Lessee's
receipt of notice from Lessor to vacate. Such notice shall be at least sixty
(60) days prior to said date to vacate. The rental payable during the holdover
period shall be payable to Lessor on demand. No holding over by Lessee,
whether with or without consent of Lessor, shall operate to extend the term of
this Lease.
ARTICLE 3.00: OCCUPANCY AND USE
3.01 USE. Lessee warrants and represents to Lessor that the Leased
Premises shall be used and occupied only for the purpose as set forth in
Section 1.06. Lessee shall occupy the Leased Premises, conduct its business
and control its agents, employees, invitees and visitors in such a manner as is
lawful, reputable and will not create a nuisance. Lessee shall not permit any
operation which emits any offensive odor or matter which intrudes into other
portions of the building, use any apparatus or machine which makes undue noise
or causes vibration in any portion of the building or otherwise interfere with,
annoy or disturb any other lessee in its normal business operations or Lessor
in its management of the building. Lessee shall neither permit any waste on the
Leased premises nor allow the Leased Premises to be used in any way which
would, in the opinion of Lessor, be extra hazardous on account of fire or which
would in any way increase or render void the fire insurance on the building.
3.02 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Lessee, at Lessee's
sole cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, signage, condition or occupancy of the Leased
Premises. Lessee will comply with the rules and regulations of the building
adopted by Lessor which are set forth on a schedule attached to this Lease.
Lessor shall have the right at all times to change and amend the rules and
regulations in any reasonable manner as may be deemed advisable for the safety,
care, cleanliness, preservation of good order and operation or use of the
building or the Leased Premises. All reasonable changes and amendments to the
rules and regulations of the building will be sent to Lessee in writing and
shall thereafter be carried out and observed by Lessee.
3.03 WARRANTY OF POSSESSION. Lessor warrants that it has the right and
authority to execute this Lease, and Lessee, upon payment of the required rents
and subject to the terms, conditions, covenants and agreements contained in
this Lease shall have possession of the Leased Premises during the full term of
this Lease as well as any extension or renewal thereof. Lessor shall not be
responsible for the acts or omissions of any other lessee or third party that
may interfere with Lessee's use and enjoyment of the Leased Premises.
3.04 INSPECTION. Lessee shall allow Lessor access to the Leased Premises
at any time upon reasonable advance notice from Lessor, in order to inspect the
Leased Premises, to show the Leased Premises to prospective purchasers or
lessees, or to alter, improve or repair the Leased Premises or any other
portion of the
Building. Lessee hereby waives any claim for damages for injury or
inconvenience to, or interference with, Lessee's business, any loss of
occupancy or use of the Leased Premises, and any other loss occasioned by
Lessor's entering the Leased Premises under the terms of this section, except
to the extent that such damage or loss is the result of the negligence or
intentional misconduct of Lessor or its employees, agents or independent
contractors.
ARTICLE 4.00: REPAIRS AND MAINTENANCE
401 LESSOR REPAIRS. Lessor shall not be required to make any
improvements, replacements or repairs of any kind or character to the Leased
Premises or the project during the term of this Lease except as are set forth
in this section. Lessor shall maintain only the roof, foundation, parking and
common areas, the structural soundness of the exterior walls, doors, corridors,
windows and other structures or equipment serving the leased premises.
Lessor's cost of maintain and repairing the item set forth in this section are
subject
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to the additional rent provisions in Section 2.02. Lessor shall not be liable
to Lessee, except as expressly provided in this Lease, for any damage or
inconvenience, and Lessee shall not be entitled to any abatement or reduction
or rent by reason of any repairs, alterations or additions made by Lessor under
this Lease.
4.02 LESSEE REPAIRS. Lessee shall, at its own cost and expense,
repair or replace any damage or injury to all or any part of the Leased Premises
caused by any act or omission of Lessee or Lessee's agents, employees, invites,
licensees or visitors; provided, however, if Lessee fails to make the repairs or
replacements promptly, Lessor may, at its option, make the repairs or
replacements, and the costs of such repairs or replacements shall be charged to
Lessee as additional rent and shall become payable by Lessee with the payment of
the rent next due hereunder.
4.03 REQUEST FOR REPAIRS. All requests for repairs or maintenance
that are the responsibility of Lessor pursuant to any provision of this Lease
must be made in writing to Lessor at the address in Section 1.05.
4.04 LESSEE DAMAGES. Lessee shall not allow, due to its
negligence, any damage to be committed on any portion of the Leased Premises or
building, and at the termination of this Lease, by lapse of time or otherwise,
Lessee shall deliver the Leased Premises to Lessor in as good condition as
existed at the commencement date of this Lease, ordinary wear and tear
excepted. The cost and expense of any repairs necessary to restore the
condition of the Leased Premises shall be borne by Lessee.
ARTICLE 5.00: ALTERATIONS AND IMPROVEMENTS
5.01 LESSOR IMPROVEMENTS. Lessor shall complete the construction
of the improvements to the Leased Premises in accordance with plans and
specifications agreed to by Lessor and Lessee, which plans and specifications
are made a part of this Lease by reference (the preliminary drawings and
renderings are attached hereto as Exhibit "A" and shall be substituted by an
executed copy of the final plans and specifications as soon as it shall be
practical). Within seven (7) days of receipt of plans and specifications,
Lessee shall execute a copy of the plans and specifications and, if applicable,
change orders setting forth the amount of any costs to be borne by Lessee. In
the event Lessee fails to execute the plans and specifications and change order
within the seven (7) day period, Lessor may notify Lessee that the base rent
shall commence on the completion date even though the improvements to be
constructed by Lessor may not be complete. Any changes or modifications to the
approved plans and specifications shall be made and accepted by written change
order or agreement signed by Lessor and Lessee and shall constitute and
amendment to this Lease.
5.02 LESSEE IMPROVEMENTS. Lessee shall not make or allow to be
made any alterations or physical additions in or to the Leased Premises without
first obtaining the written consent of Lessor, which consent may in the
reasonable discretion of Lessor be denied. Any alterations, physical additions
or improvements to the Leased Premises made by Lessee shall at once become the
property of Lessor and shall be surrendered to Lessor upon the termination of
this Lease; provided, however, Lessor, at its option, may require Lessee to
remove any physical additions and/or repair any alterations in order to restore
the Leased Premises to the condition existing at the time Lessee took
possession, all costs of removal and/or alterations to be borne by Lessee.
This clause shall not apply to movable equipment or furniture owned by Lessee,
which may be removed by Lessee at the end of the term of this Lease if Lessee
is not then in default and if such equipment and furniture are not then subject
to any other rights, liens and interests of Lessor. Notwithstanding the
foregoing, Lessee shall retain ownership of any ??? may remove from the Leased
Premises at the end of the term hereof the following: any vault door, any
automated teller machines, teller equipment, night drop boxes, drive-up lane
equipment and alarm and surveillance camera systems installed in or about the
Leased Premises.
5.03 MECHANICS LIEN. Lessee will not permit any mechanic's or
material man's lien(s) or other lien to be placed upon the Leased Premises or
the building and nothing in this Lease shall be deemed or construed in any way
as constituting the consent or request of Lessor, express or implied, by
inference or otherwise, to any person for the performance of any labor or the
furnishing of any materials to the Leased Premises, or any part thereof, nor as
giving Lessee any right, power, or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give
rise to any mechanic's, material man's or other lien against the Leased
Premises. In the event any such lien is attached to the Leased Premises, then,
in addition to any other right or remedy of Lessor, Lessor may, but shall not
be obligated to, obtain the release of or otherwise discharge the same. Any
amount paid by Lessor for any of the aforesaid purposes shall be paid by Lessee
to Lessor on demand as additional rent.
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ARTICLE 6.00: CASUALTY AND INSURANCE
6.01 SUBSTANTIAL DESTRUCTION. If the Leased Premises should be
totally destroyed by fire or other casualty, or if the Leased Premises should
be damaged so that rebuilding cannot reasonably be completed within ninety (90)
working days after the date of written notification by Lessee to Lessor of the
destruction, by mutual agreement this Lease shall terminate and the rent shall
be abated for the unexpired portion of the Lease, effective as of the date of
the written notification.
6.02 PARTIAL DESTRUCTION. If the Leased Premises should be
partially damaged by fire or other casualty, and rebuilding or repairs can
reasonably be completed within ninety (90) working days from the date of
written notification by Lessee to Lessor of the destruction, this Lease shall
not terminate, and Lessor shall at its sole risk and expense proceed with
reasonable diligence to rebuild or repair the building or other improvements to
substantially the same condition in which they existed prior to the damage. If
the Leased Premises are to be rebuilt or repaired and are untenantable in whole
or in part following the damage, and the damage or destruction was not caused
or contributed to by act of negligence of Lessee, its agents, employees,
invites, or those for whom Lessee is responsible, the rent payable under this
Lease during the period for which the Leased Premises are untenantable shall be
adjusted to such an extent as may be fair and reasonable under the
circumstances. In the event that Lessor fails to complete the necessary repairs
or rebuilding within ninety (90) working days from the date of written
notification by Lessee to Lessor of the destruction, Lessee may at its option
terminate this Lease by delivering written notice of termination to Lessor,
whereupon all rights and obligations under this Lease shall cease to exist.
6.03 PROPERTY INSURANCE.
A) Lessor shall at all times during the term of this Lease
maintain a policy or policies of comprehensive general
liability, fire and extended coverage insurance with the
premiums paid in advance, issued by and binding upon some
solvent insurance company. Such fire and extended coverage
insurance shall insure the building against all risk of direct
physical loss in an amount equal to at least ninety percent
(90%) of the full replacement cost of the building structure
and its improvements as of the date of the loss; provided,
Lessor shall not be obligated in any way or manner to insure
any personal property (including, but not limited to, any
fixtures installed goods or supplies) of Lessee upon or within
the Leased Premises, any fixtures installed or paid for by
Lessee upon or within the Leased Premises, or any
improvements which Lessee may construct on the Leased
Premises. Lessee shall have no right in or claim to the
proceeds of any policy of insurance maintained by Lessor
even though the cost of such insurance is borne by Lessee as
set forth in Article 2.00.
B) Lessee shall, during the term of the Lease, at its sole
expense, obtain and keep in force, with Lessee, Lessor, and
the mortgagee(s) of Lessor, names as insureds, as their
respective interest may appear, (1) comprehensive general
liability insurance coverage, personal injury, bodily injury,
broad form property damage, operations hazard, insurance in
limits not less than Two Million and 00/100 Dollars
($2,000,000.00), and (2) fire and extended coverage insurance
for Lessee's property (personal property, fixtures and
leasehold improvements in excess of Lessor's tenant
improvement allowance). Lessee shall furnish evidence
satisfactory to Lessor of the maintenance of such insurance
and shall obtain a written obligation on the part of each
insurance company to notify Lessor at least ten (10) days
prior to cancellation of such insurance.
6.04 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Lessor and Lessee hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the Leased Premises, improvements to the building of which the
Leased Premises are a part, or personal property within the building, by reason
of fire or the elements, regardless of cause of origin, including negligence of
Lessor or Lessee and their agents, officers and employees. Lessor and Lessee
agree immediately to give their respective insurance companies which have issued
policies of insurance covering all risk of direct physical loss, written notice
of the terms of the mutual waivers contained in this section, and to have the
insurance policies properly endorsed, if necessary, to prevent the invalidation
of the insurance coverages by reason of the mutual waivers.
6.05 HOLD HARMLESS. Lessor shall not be liable to Lessee or its
employees, agents, invitees, licensees or visitors, or to any other person, and
Lessee shall indemnify and hold Lessor harmless form and
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against any loss, damages, expenses (including reasonable attorney's fees) or
claims arising out of, any injury to person or damage to property on the Leased
Premises caused by (1) any act or omission of Lessee or its agents, servants,
employees or independent contractors or of any other related person (other than
Lessor and its agents, servants, employees and independent contractors)
entering the Leased premises under the express or implied invitation of Lessee,
or (2) improvements located on the Leased Premises becoming out of repair
(except to the extent that such repairs are the responsibility of Lessor and
lessor has failed to make, or diligently pursue, such repairs after notice from
Lessee. Lessee shall not be liable to Lessor or its employees, agents,
invitees, licensees or visitors, or to any other person, and Lessor shall
indemnify and hold Lessee harmless from and against any loss, damages, expenses
(including reasonable attorney's fees) or claims arising out of, any injury to
person or damage to property on or about the Building caused by (1) any act or
omission of Lessor or its agents, servants, employees or independent
contractors or of any lessee or other person (other than Lessee and its agents,
servants, employees and independent contractors) entering the building under the
express or implied invitation of Lessor, or (2) improvements located in the
Building becoming out of repair (except to the extent that such repairs are the
responsibility of Lessee).
ARTICLE 7.00: CONDEMNATION
7.01 SUBSTANTIAL TAKING. If all or a substantial part of the Leased
Premises are taken for any public or quasi-public use under any governmental
law, ordinance or regulation, or by right of eminent domain or by purchase in
lieu thereof, and the taking would prevent or materially interfere with the use
of the Leased Premises for the purpose for which it is then being used, the
Lease shall terminate and the rent shall be abated during the unexpired portion
of this Lease effective on the date physical possession is taken by the
condemning authority. Lessee shall have no claim to the condemnation award or
proceeds in lieu thereof.
7.02 PARTIAL TAKING. If a portion of the Leased Premises shall be taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in Section 7.01 above, Lessor shall at
Lessor's sole risk and expense, restore and reconstruct the building and other
improvements on the Leased Premises to the extent necessary to make it
reasonably tenantable. The rent payable under this Lease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. Lessee shall have no claim to the
condemnation award or proceeds in lieu thereof.
ARTICLE 8.00: ASSIGNMENT OR SUBLEASE
8.01 LESSOR ASSIGNMENT. Lessor shall have the right to sell, transfer
or assign, in whole or in part, its rights and obligations under this Lease and
in the Building. Any such sale, transfer or assignment of all of its rights and
obligations under this Lease shall operate to release lessor from any and all
liabilities under this Lease arising after the date of such sale, assignment or
transfer.
8.02 LESSEE ASSIGNMENT Lessee shall not assign, in whole or in part, this
Lease, or allow it to be assigned, in whole or in part, by operation of law or
otherwise (including without limitation by transfer of a majority interest of
stock, merger, or dissolution, which transfer of majority interest of stock,
merger or dissolution shall be deemed an assignment) or mortgage or pledge the
same, or sublet the Leased Premises, in whole or in part, unless the proposed
assignee has equal or greater financial capacity as Lessee, effective on the
date of the signing of this Lease, and in no event shall any such assignment or
sublease ever release Lessee or any guarantor from any obligation or liability
hereunder. No assignee or sublessee of the Leased Premises or any portion
thereof may assign or sublet the Leased premises or any portion thereof without
the prior written consent of Lessor. Notwithstanding the foregoing, Lessee may
sublease all or any portion of the Leased Premises to any direct or indirect
subsidiary of Lessee, or to any third party participating with Lessee or its
affiliates in the performance of financial services, without the prior written
consent of Lessor.
8.03 CONDITIONS OF ASSIGNMENT. If Lessee desires to assign or sublet all
or any part of the Leased premises, it shall so notify Lessor at least thirty
(30) days in advance of the date on which Lessee desires to make such assignment
or sublease. Lessee shall provide Lessor with a copy of the proposed assignment
or sublease and such information as Lessor might request concerning the proposed
sublessee or assignee to allow Lessor to make informed judgments as to the
financial condition, reputation, operations and general desirability of the
proposed sublessee or assignee. Within fifteen (15) days after Lessor's receipt
of Lessee's proposed assignment or sublease and all required information
concerning the proposed sublessee or assignee, Lessor shall have the following
options: (1) cancel this Lease as to the Leased Premises or portion thereof
proposed to be assigned or sublet; (2) consent to the proposed assignment or
sublease, and, if the rent due and payable by any assignee or
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sublessee under any such permitted assignment or sublease (or a combination of
the rent payable under such assignment or sublease plus any bonus or any other
consideration or any payment incident thereto) exceeds the rent payable under
this Lease for such space, or (1) refuse to consent to the proposed assignment
or sublease, which refusal shall not be unreasonable and shall be deemed to
have been exercised unless Lessor gives Lessee written notice providing
otherwise. Upon the occurrence of an event of default, if all or any part of
the Leased Premises for which the consent of Lessor is required under the
preceding section are then assigned or sublet, Lessor, in addition to any other
remedies provided by this Lease or provided by law, may, at its option, collect
directly from the assignee or sublessee all rents becoming due to Lessee by
reason of the assignment or sublease, and Lessor shall have a security interest
in all properties on the Leased Premises to secure payment of such sums. Any
collection directly by Lessor from the assignee or sublessee shall not be
construed to constitute a novation or a release of Lessee or any guarantor from
the further performance of its obligations under this Lease.
8.04 SUBORDINATION. Lessee accepts this Lease subject and subordinate
to any recorded mortgage or deed of trust lien presently existing or hereafter
created upon the building or project and to all existing recorded restrictions,
covenants, easements and agreements with respect to the Building or project.
Lessor is hereby irrevocably vested with full power and authority to
subordinate Lessee's interest under this Lease to any first mortgage or deed of
trust lien hereafter placed on the Leased Premises, and Lessee agrees upon
demand to execute additional instruments subordinating this Lease as Lessor may
require. If the interests of Lessor under this Lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of any first
mortgage or deed of trust lien on the Leased Premises, Lessee shall be bound to
the transferee (sometimes called the "Purchaser") at the option of the
Purchaser, under the terms, covenants and conditions of this Lease for the
balance of the remaining, including any extensions or renewals, with the same
force and effect as if the Purchaser were Lessor under this Lease, and, if
requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including
the first mortgagee under any such mortgage, if it be the Purchaser, as its
Lessor, provided that Lessee's attornment shall be subject to the execution of
a non-disturbance and attornment agreement by mortgagee providing, among over
Wings, that so long as Lessee is current its obligations under this Lease, the
Purchaser at foreclosure shall recognize the Lessee's right to tenancy of the
premises. This agreement of Lessee to attorn upon demand of any mortgagee
contained in the immediately preceding sentence shall survive any such
foreclosure sale or trustee sale.
8.05 ESTOPPEL CERTIFICATES. Lessee agrees to furnish, from time to time,
within ten (10) days after receipt of a request from Lessor or Lessor's
mortgagee, a statement certifying, if applicable, the following Lessee is in
possession of the Leased Premises, the Leased Premises are acceptable; the Lease
is in full force and effect; the Lease is unmodified; Lessee claims no present
charge, lien, or claim of offset against rent; the rent is paid for the current
month, but is not prepaid for more than one (1) month and will not be prepaid
for more than one (1) month in advance; there is no existing default by reason
of some act or omission by Lessor; and such other matters as may be reasonably
required by Lessor or Lessor's mortgagee. Lessee's failure to deliver such
statement, in addition to being a default under this Lease, shall be deemed to
establish conclusively that this Lease is in full force and effect except as
declared by Lessor, that Lessor is not in default of any of its obligation under
this Lease, and that Lessor has not received more than one (1) month's rent in
advance.
ARTICLE 9.00 LIENS
9.01 LANDLORD'S LIEN. As security for payment of rent, damages and all
other payments required to be made by this Lease, Lessee hereby grants to Lessor
a lien upon all property of Lessee now or subsequently located upon the Leased
Premises. If Lessee abandons or vacates any substantial portion of the Leased
Premises or is in default in the payment of any rentals, damages or other
payments required to be made by this Lease or is in default in the payment of
any rentals, damages or other payments required to be made by this Lease or is
in default of any other provision of this Lease, Lessor may enter upon the
Leased Premises upon obtaining appropriate legal process, and take possession
of all or my part of the personal property, and may sell all or any part of the
personal property at a public or private sale, in one or successive sales, with
or without notice, to the highest bidder for cash, and, on behalf of Lessee,
sell and convey all or part of the personal property to the highest bidder,
delivering to the highest bidder all of Lessee's title and interest in the
personal property sold. The proceeds of the sale of the personal property shall
be applied by Lessor toward the reasonable costs and expenses of the sale,
including attorney's fees, and then toward the payment of all sums then due by
Lessee to Lessor under the terms of this Lease. Any excess remaining shall be
paid to Lessee or any other person entitled thereto by law.
9.02 UNIFORM COMMERCIAL CODE. This Lease is intended as and constitutes a
security agreement within the meaning of the Uniform Commercial Code of the
state in which the Leased Premises are situated.
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Lessor, in addition to the rights prescribed in this Lease, shall have all of
the rights, titles, lien and interests in and to Lessee's property,now or
hereafter located upon the Leased Premises, which may be granted a secured
party, as that term is defined, under the Uniform Commercial code to secure to
Lessor payment of all sums due and the full performance of all Lessee's
covenants under this Lease. Lessee will on request execute and deliver to
Lessor a financing statement for the purpose of perfecting Lessor's security
interest under this Lease or lessor may file this Lease or a copy thereof as a
financing statement. Unless otherwise provided by law and for the purpose of
exercising any right pursuant to this section, Lessor and Lessee agree that
reasonable notice shall be met if such notice is given by ten (10) days written
notice, certified mail, return receipt requested, to Lessor or Lessee at the
addresses specified herein.
9.03 LESSEE IMPROVEMENTS. Notwithstanding any provision of this Lease
to the contrary, any improvements to the Property made by Lessee (including but
not limited to furniture, fixtures and/or equipment) and any business files
and/or records of Lessee and/or Lessee's customers shall remain the sole
property of Lessee and shall not be subject to any lien or security interest
under this Article 9.00 or any other provision of this Lease.
ARTICLE 10.00: DEFAULT AND REMEDIES
10.01 DEFAULT BY LESSEE. The following shall be deemed to be events of
default by Lessee under this Lease: (1) Lessee shall fail to pay within ten
(10) days of its due date any installment of Base Rent, or within twenty (20)
days of its due date any other payment required pursuant to this Lease; (2)
Lessee shall abandon any substantial portion of the Leased Premises; (3) Lessee
shall fail to comply with the term, provision or covenant of this Lease, other
than the payment of rent, and the failure is not cured within thirty (30) days
after written notice to Lessee; (4) Lessee shall file a petition or be adjudged
bankrupt or insolvent under any applicable federal or state bankruptcy or
insolvency law or admit that it cannot meet its financial obligations as they
become due; or a receiver or trustee shall be appointed for all or
substantially all of the assets of Lessee; or Lessee shall make a transfer in
fraud of creditors or shall make an assignment for the benefit of creditors; or
(5) Lessee shall do or permit to be done any act which results in a lien being
filed against the Leased Premises or the Building and has not, within thirty
(30) days after the filing of such lien, (a) caused such lien to be removed, or
(b) filed with Lessor a bond in the amount of such lien and initiated
procedures or negotiations to have such lien removed.
10.02 REMEDIES FOR LESSEE'S DEFAULT. Upon the occurrence of any event set
forth in this Lease, Lessor shall have the option to pursue any one or more of
the remedies set forth herein without notice of demand:
1) Lessor may enter upon and take possession of the Leased Premises,
by picking or changing locks if necessary, and lock out, expel or
remove Lessee and any other person who may be occupying all or part
of the Leased premises without being liable for any claim for
damages, and relet the Leased Premises on behalf of Lessee and
receive the rent directly by reason of the reletting. Lessee
agrees to pay Lessor on demand and deficiency that may arise by
reason of any reletting of the Leased Premises; further, Lessee
agrees to reimburse Lessor for any expenditures made by it in order
to relet the Leased Premises, including but not limited to,
remodeling and repair costs.
2) Lessor may enter upon the Leased Premises, by picking or changing
locks if necessary, without being liable for any claim for damages,
and do whatever Lessee is obligated to do under the terms of this
Lease. Lessee agrees to reimburse Lessor on demand for any
expenses which Lessor may incur in effecting compliance with
Lessee's obligations under this Lease; further, Lessee agrees that
Lessor shall not be liable for any damages resulting to Lessee from
effecting compliance with Lessee's obligations under this Lease
caused by the negligence of Lessor or otherwise.
3) Lessor may terminate this Lease, in which event Lessee shall
immediately surrender the Leased Premises to Lessor, and if Lessee
fails to surrender the Leased Premises, Lessor may, without
prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Leased
Premises, by picking or changing locks if necessary, and lock out,
expel or remove Lessee and any other person who may be occupying
all or part of the Leased Premises without being liable for any
claim for damages. Lessee agrees to pay on demand the amount of all
loss and damage which Lessor may suffer by reason of the
termination of this Lease under this section, whether through
inability to relet the Leased Premises on satisfactory terms or
otherwise.
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4) Notwithstanding any provision of this lease to the contrary, Lessor
acknowledges and agrees that Lessor's rights are subject to any and
all rights granted by statute, regulation or otherwise, including
but not limited to the right to affirm and to reject leases to the
Federal Deposit Insurance Corporation (or its successors and
assigns) and/or any other state or federal regulatory agency which
supervises Lessee (or their successors and assigns). Further,
Lessor agrees that Lessee's banking and financial services records
that are covered by the Tennessee Bank Privacy Act may be removed
by the Lessee at any time, even after default, termination, or
other such condition. Lessor acknowledges and agrees that no term
of this Lease is intended or designed as an authorization to
violate any of the Lessee's software licenses. Further, Lessee may
remove at any time any collateral pledged by customers of the Bank,
the contents of any safe deposit boxes, and any property
beneficially held for one or more of the Bank's customers.
Notwithstanding any other remedy set forth in this Lease, in the event
Lessor has made rent concessions of any type or character, or waived any base
rent, and Lessee fails to take possession of the Leased Premises on the
commencement or completion date or otherwise defaults at any tie during the
term of this Lease, the rent concessions, including any waived base rent, shall
be canceled and the amount of the base rent or other rent concessions shall be
due and payable immediately as if no rent concessions or waiver of any base
rent had ever been granted. A rent concession or waiver of the base rent shall
not relieve Lessee of any obligation to pay any other charge due and payable
under this Lease including without limitation any sum due under Section 2.02.
Notwithstanding anything contained in this Lease to the contrary, this
Lease may be terminated by Lessor only by mailing and delivering written notice
of such termination to Lessee, and no other act or omission of Lessor shall be
construed as a termination of this Lease.
ARTICLE 11.00: DEFINITIONS
11.01 ABANDON. "Abandon" means the vacating of all or a substantial
portion of the Leased Premises by Lessee, whether or not Lessee is in default
of the rental payments due under this Lease.
11.02 ACT OF GOD OR FOR MAJEURE. An "act of God" or "force majeure" is
defined for purposes of this Lease as strikes, lockouts, sitdowns, material or
labor restrictions by any governmental authority, unusual transportation
delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather
(including wet grounds or inclement weather which prevents construction), acts
of the public enemy, wars insurrections and any other cause not reasonably
within the control of Lessor and which by exercise of due diligence Lessor is
unable wholly or in part, to prevent or overcome.
11.03 BUILDING OR PROJECT. "Building" or "project" as used in this Lease
means the building and/or project described in Section 1.02, including the
Leaded Premises and the land upon which the building or project is situated.
11.04 COMMENCEMENT DATE. "Commencement date" shall be the date set forth in
Section 1.03. The commencement date shall constitute the commencement of the
term of this Lease for all purposes, whether or not Lessee has actually taken
possession. The actual commencement date shall be the earlier of ninety (90)
days from the delivery of a "white box" shell space as defined in the attached
Exhibit "A" or the issuance of a use and occupancy certificate by the
appropriate regulatory authorities, thereby permitting use of the space by The
Bank of Nashville.
11.05 COMPLETION DATE. "Completion date" shall be the date on which the
improvements erected and to be erected upon the Leased Premises have been
completed in accordance with the plans and specifications described in Section
6.00. The completion date shall constitute the commencement of the term of
this Lease for all purposes, whether or not Lessee has actually taken
possession. Lessor shall use its best efforts to establish the completion date
as the date set forth in Section 1.03. Upon completion of construction, Lessee
shall deliver to lessor a letter accepting the Leased Premises as suitable for
the purposes for which they are let and the date of such letter shall
constitute the commencement of the term of this Lease.
11.06 SQUARE FEET. "Square feet" or "square foot" as used in this Lease
includes the are a contained within the Leased Premises together with a common
area percentage factor of the Leased Premises proportionate to the total
building area.
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ARTICLE 12.00. MISCELLANEOUS
12.01 WAIVER. Failure of lessor to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of the default, but
Lessor shall have the right to declare the default at any time and take such
action as is lawful or authorized under this Lease. Pursuit of any one or more
of the remedies set forth in Article 11.00 above shall not preclude pursuit of
any one or more of the other remedies provided elsewhere in this Lease or
provided by law, nor shall pursuit of any remedy constitute forfeiture or
waiver of any rent or damages accruing to Lessor by reason of the violation of
any of the terms, provisions or covenants of this Lease. Failure by Lessor to
enforce one or more of the remedies provided upon an event of default shall not
be deemed or construed to constitute a waiver of the default or of any other
violation or breach of any of the terms, provisions and covenants contained in
this Lease.
12.02 ACT OF GOD. Neither party hereto shall be required to perform
any covenant or obligation in the Lease, or be liable in damages to the other
party, so long as the performance or non-performance of the covenant or
obligation is delayed, caused, or prevented by an act of God or by force
majeure and such performance of any covenant or obligation or liability for
damages to the other party shall not be otherwise provided for by insurance or
by other provisions of this Lease.
12.03 ATTORNEY'S FEES. In the event either party defaults in the
performance of any of the terms, covenants, agreements or conditions contained
in this Lease and the non-defaulting party places in the hands of an attorney
the enforcement of all or any part of this Lease, the collection of any rent
due or to become due or recovery of the possession of the Leased Premises, the
defaulting party agrees to pay the non-defaulting party's costs of collection,
including reasonable attorney's fees for the services of the attorney, whether
suit is actually filed or not.
12.04 SUCCESSORS. This Lease shall be binding upon and inure to the
benefit of Lessor and Lessee and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed
that should Lessor's interest in the Leased Premises cease to exist for any
reason during the term of this Lease, then notwithstanding the happening of
such event this Lease nevertheless shall remain unimpaired and in full force
and effect, and Lessee hereunder agrees to attorn to the then owner of the
Leased Premises.
12.05 RENT TAX. If applicable in the jurisdiction where the Leased
Premises are situated, Lessee shall pay and be liable for all rental, sales and
use taxes or similar taxes, if any, levied or imposed by any city, state,
county or other governmental body having authority, such payments to be in
addition to all other payments required to be paid to Lessor by Lessee under
the terms of this Lease. Any such payment shall be paid concurrently with the
payment of the rent, additional rent, operating expenses or other charge upon
which tax is based set forth above.
12.06 CAPTIONS. The captions appearing in this Lease are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any section.
12.07 NOTICE. All rent and other payments required to be made by
Lessee shall be payable to Lessor at the address set forth in Section 1.05.
All payments required to be made by Lessor to Lessee shall be payable to Lessee
at the address set forth in Section 1.05, or at any other address within the
United States as Lessee may specify from time to time by written notice. Any
notice or document required or permitted to be delivered by the terms of this
Lease shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the parties at the respective addresses set
forth in Section 1.05.
12.08 SUBMISSION OF LEASE. Submission of this Lease to Lessee for
signature does not constitute a reservation of space or an option to lease.
This Lease is not effective until execution by and delivery to both Lessor and
Lessee.
12.09 CORPORATE AUTHORITY. If Lessee executes this Lease as a
corporation, each of the persons executing this Lease on behalf of Lessee does
hereby personally represent and warrant that Lessee is a duly authorized and
existing corporation, that Lessee is qualified to do business in the state in
which the Leased Premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any representation or
warranty is false, all persons who execute this Lease shall be liable,
individually, as Lessee.
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12.10 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
12.11 LESSOR'S LIABILITY. If Lessor shall be in default under this
Lease and, if as a consequence of such default, Lessee shall recover a money
judgement against Lessor, such judgement shall be satisfied only out of the
right, title and interest of Lessor in the building as the same may then be
encumbered and neither Lessor nor any person or entity comprising Lessor shall
be liable for any deficiency. In no event shall Lessee have the right to levy
execution against the property of Lessor nor any person or entity comprising
Lessor other than its interest in the building as herein expressly provided.
12.12 INDEMNITY. Lessor agrees to indemnify and hold harmless Lessee
from and against any liability or claim, whether meritorious or not, arising
with respect to any broker whose claims arises by, through or on behalf of
Lessor. Lessee agrees to indemnify and hold harmless Lessor from and against
any liability or claim, whether meritorious or not, arising with respect to any
broker whose claim arises by, through or on behalf of Lessee.
12.13 LEASE COMMISSIONS. It is acknowledged and agreed that Laureate
Realty Services, Inc., is the sole broker in this transaction and that they
shall receive a cash-out commission equal to four percent (4%) of the gross
value of the resulting Lease. All lease commission payments will be earned as
of the date the Lease is signed and payable as of the date of possession, but
in any event no later than _____________________. All fees will be paid by
Landlord.
12.14 ACCESS EASEMENT. It is agreed and understood that in
conjunction with the site plan design an access easement, extending between
Xxxx Circle and Athletic Club Maryland Farms, will be constructed. It is the
intent of the Landlord to maintain this access easement to the Athletic Club
Maryland Farms ad infinitum. However, there will be no assurance from the
present owners of Athletic Club Maryland Farms or its successors that this
access easement shall remain open to the Athletic Club Maryland Farms
notwithstanding the efforts of the Landlord to keep this access easement open
to the Athletic Club Maryland Farms.
ARTICLE 13.00: AMENDMENT AND LIMITATION OF WARRANTIES
13.01 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY LESSEE, AS A
MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, WITH THE SPECIFIC
REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE
PARTIES; THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE
OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN
WRITING IN THIS LEASE.
13.02 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LESSOR AND LESSEE.
13.03 LIMITATION OF WARRANTIES. LESSOR AND LESSEE EXPRESSLY AGREE
THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING
OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE
EXPRESSLY SET FORTH IN THIS LEASE.
ARTICLE 14.00: OTHER PROVISIONS.
14.01 SPECIAL STIPULATIONS.
a) Drive-Through Lanes: In accordance with the site plan shown on
Exhibit "C" attached hereto, the subject site can accommodate two (2)
remote drive-through lanes in a manner which would allow for stacking
of up to eight (8) cars. Final approval of the drive-through lanes
must be obtained from the Brentwood Planning Commission.
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b) ON-SITE PARKING: With two (2) drive-through lanes, the subject
site can accommodate approximately sixty-five (65) on-site
parking spaces (Exhibit "C"). Of these sixty-five (65) on-site
parking spaces, five (5) will be reserved for bank customers
exclusively. The remaining sixty (60) spaces will be made
available to all guests and invitees of the tenants of the
building.
ARTICLE 15.00: SIGNATURES
AGREED AND ACCEPTED, this 4th day of August, 1997
LESSOR:
GRAYSTONE, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Chief Manager
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LESSEE:
THE BANK OF NASHVILLE
By: /s/ Xxxx X. Xxxxxxxxx, Xx.
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Its: President
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