Exhibit
10.PP


 


MERCANTILE
BANK AND TRUST BUILDING


 


 


LEASE
AGREEMENT


 


 


by and between


 


 


MBC REALTY,
LLC


(Landlord)


 


 


and


 


MERCANTILE-SAFE
DEPOSIT AND TRUST COMPANY


(Tenant)


 





















 


TABLE OF
CONTENTS


 


	
  1.

  	
  PRINCIPAL LEASE PROVISIONS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Landlord’s
  Address:

  	
   

  
	
   

  	
  1.2

  	
  Tenant’s
  Address:

  	
   

  
	
   

  	
  1.3

  	
  Agreed
  Rentable Square Footage of Building for Taxes

  	
   

  
	
   

  	
  1.4

  	
  Agreed
  Rentable Square Footage of Building for Expenses

  	
   

  
	
   

  	
  1.5

  	
  Agreed Area of the Premises

  	
   

  
	
   

  	
  1.6

  	
  Initial Term

  	
   

  
	
   

  	
  1.7

  	
  Commencement
  Date

  	
   

  
	
   

  	
  1.8

  	
  Expiration
  Date

  	
   

  
	
   

  	
  1.9

  	
  Basic Annual Rental

  	
   

  
	
   

  	
  1.10

  	
  Security
  Deposit

  	
   

  
	
   

  	
  1.11

  	
  Use of
  Premises

  	
   

  
	
   

  	
  1.12

  	
  Base
  Year for Taxes

  	
   

  
	
   

  	
  1.13

  	
  Base Year for Building
  Expenses

  	
   

  
	
   

  	
  1.14

  	
  Cost of Additional Services

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Agents

  	
   

  
	
   

  	
  2.2

  	
  Building Expenses

  	
   

  
	
   

  	
  2.3

  	
  Landlord

  	
   

  
	
   

  	
  2.4

  	
  Lease Year

  	
   

  
	
   

  	
  2.5

  	
  Mortgage

  	
   

  
	
   

  	
  2.6

  	
  Real Property

  	
   

  
	
   

  	
  2.7

  	
  Taxes

  	
   

  
	
   

  	
  2.8

  	
  Tax Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Premises

  	
   

  
	
   

  	
  3.2

  	
  Common Area

  	
   

  
	
   

  	
  3.3

  	
  Back Office and Storage
  Space

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  TERM

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Initial Term

  	
   

  
	
   

  	
  4.2

  	
  Renewal
  Option

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  RENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Basic
  Annual Rental

  	
   

  
	
   

  	
  5.2

  	
  Basic
  Annual Back Office and Storage Rental

  	
   

  
	
   

  	
  5.3

  	
  Past
  Due Obligations

  	
   

  
	
   

  	
  5.4

  	
  Adjustment
  for Taxes

  	
   

  
	
   

  	
  5.5

  	
  Adjustments for
  Building Expenses

  	
   

  
	
   

  	
  5.6

  	
  Payments

  	
   

  
	
   

  	
  5.7

  	
  Personal Property Taxes

  	
   

  



 


i





















 


	
   

  	
  5.8

  	
  Excise
  Tax on Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  USE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Use

  	
   

  
	
   

  	
  6.2

  	
  Rules and Regulations

  	
   

  
	
   

  	
  6.3

  	
  Conduct
  on Premises

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  POSSESSION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Acceptance of Possession

  	
   

  
	
   

  	
  7.2

  	
  Quiet
  Enjoyment

  	
   

  
	
   

  	
  7.3

  	
  Surrender

  	
   

  
	
   

  	
  7.4

  	
  Condition of Premises

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  SERVICES AND UTILITIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Services by Landlord

  	
   

  
	
   

  	
  8.2

  	
  Additional
  Services

  	
   

  
	
   

  	
  8.3

  	
  Extraordinary Services

  	
   

  
	
   

  	
  8.4

  	
  Additional
  Equipment

  	
   

  
	
   

  	
  8.5

  	
  Light and Air

  	
   

  
	
   

  	
  8.6

  	
  Interruption of Service

  	
   

  
	
   

  	
  8.7

  	
  Janitorial
  Services

  	
   

  
	
   

  	
  8.8

  	
  Access
  and Security

  	
   

  
	
   

  	
  8.9

  	
  Parking

  	
   

  
	
   

  	
  8.10

  	
  Elevator
  Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  MAINTENANCE,
  REPAIRS, AND ALTERATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Maintenance by Landlord

  	
   

  
	
   

  	
  9.2

  	
  Maintenance by Tenant

  	
   

  
	
   

  	
  9.3

  	
  Alterations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  DAMAGE
  OR DESTRUCTION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Repair
  of Damage

  	
   

  
	
   

  	
  10.2

  	
  Abatement

  	
   

  
	
   

  	
  10.3

  	
  Termination

  	
   

  
	
   

  	
  10.4

  	
  End of Term

  	
   

  
	
   

  	
  10.5

  	
  Continuing
  Access

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  INSURANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Requirements,
  Prohibitions and Indemnifications

  	
   

  
	
   

  	
  11.2

  	
  Insurance by Landlord

  	
   

  
	
   

  	
  11.3

  	
  Insurance
  by Tenant

  	
   

  
	
   

  	
  11.4

  	
  Indemnification
  -

  	
   

  
	
   

  	
  11.5

  	
  Mutual Waiver of
  Subrogation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  CONDEMNATION:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Right to Award

  	
   

  
	
   

  	
  12.2

  	
  Separate Proceeding by
  Tenant

  	
   

  



 


ii





















 


	
   

  	
  12.3

  	
  Termination

  	
   

  
	
   

  	
  12.4

  	
  Proration

  	
   

  
	
   

  	
  12.5

  	
  Non-liability of Landlord

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  DEFAULT AND REMEDIES:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Default of Tenant

  	
   

  
	
   

  	
  14.2

  	
  Remedies of Landlord

  	
   

  
	
   

  	
  14.3

  	
  Landlord Default

  	
   

  
	
   

  	
  14.4

  	
  Tenant’s Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  LANDLORD’S RIGHT OF ENTRY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  MECHANICS’ LIENS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  SUBORDINATION, ATTORNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
  Subordination

  	
   

  
	
   

  	
  17.2

  	
  Attornment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  ESTOPPEL CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  SIGNAGE, BUILDING
  NAME AND DIRECTORY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  Building Name

  	
   

  
	
   

  	
  20.2

  	
  Exterior Signage

  	
   

  
	
   

  	
  20.3

  	
  Interior Signage

  	
   

  
	
   

  	
  20.4

  	
  Building Directory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  TENANT’S EXPANSION RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  FIRST REFUSAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.1

  	
  Waivers

  	
   

  
	
   

  	
  23.2

  	
  Definition of Landlord

  	
   

  
	
   

  	
  23.3

  	
  Entire Agreement

  	
   

  
	
   

  	
  23.4

  	
  Covenant to Survive

  	
   

  
	
   

  	
  23.5

  	
  Applicable Law

  	
   

  
	
   

  	
  23.6

  	
  Time of Essence

  	
   

  
	
   

  	
  23.7

  	
  Brokers

  	
   

  
	
   

  	
  23.8

  	
  Captions

  	
   

  
	
   

  	
  23.9

  	
  Severability

  	
   

  
	
   

  	
  23.10

  	
  Recordation

  	
   

  
	
   

  	
  23.11

  	
  Construction

  	
   

  
	
   

  	
  23.12

  	
  Tenant as Corporation

  	
   

  
	
   

  	
  23.13

  	
  Indemnification

  	
   

  



 


iii





















 


	
   

  	
  23.14

  	
  Merger

  	
   

  
	
   

  	
  23.15

  	
  Transfer by Landlord

  	
   

  
	
   

  	
  23.16

  	
  Inability to Perform

  	
   

  
	
   

  	
  23.17

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  ADDITIONAL RIGHTS OF
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.1

  	
  Building Cafeteria

  	
   

  
	
   

  	
  24.2

  	
  Lobby Shop

  	
   

  
	
   

  	
  24.3

  	
  Main Lobby

  	
   

  
	
   

  	
  24.4

  	
  Roof Antenna

  	
   

  
	
   

  	
  24.5

  	
  Chases, Ducts,
  Conduits and Wires

  	
   

  
	
   

  	
  24.6

  	
  Flagpole

  	
   

  
	
   

  	
  24.7

  	
  Preventive Maintenance
  Program

  	
   

  
	
   

  	
  24.8

  	
  Building Security

  	
   

  
	
   

  	
  24.9

  	
  ATM

  	
   

  
	
   

  	
  24.10

  	
  Tenant Exclusive

  	
   

  



 


	
  LIST OF EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  A –

  	
  Description of Premises

  	
   

  
	
  B -

  	
  Basic Annual Rental

  	
   

  
	
  C -

  	
  Rules and Regulations

  	
   

  
	
  D -

  	
  Janitorial Services

  	
   

  
	
  E -

  	
  Executive Level and Wall Space Parking Area

  	
   

  



 


iv





















 


LEASE
AGREEMENT


 


THIS LEASE AGREEMENT (“this Lease”), made
this           day
of               ,
2004, but effective as
of               ,
2004, by and between MBC REALTY, LLC, a Maryland limited liability company
(“Landlord”), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland banking
corporation (Tenant”).


 


WITNESSETH, that for and in consideration of the
respective representations and agreements, the payment of the rent and
performance of the provisions, obligations, agreements, covenants, terms, and
conditions (collectively, the “terms”) as hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each party hereto, Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord for the Term (as defined below), unless
sooner terminated as herein provided, all of that area described on Exhibit A (the “Premises”) and located in
an office tower and adjoining pavilion; subject, however, to the lien,
operation, and effect of any instruments and matters of record or in fact.  Such office tower and adjoining pavilion
(collectively, the “Building”), are located at the southeast corner of the
intersection of Baltimore Street and Hopkins Place, Area 12, Charles
Center, with the address of Two Hopkins Plaza, Baltimore City, Maryland 21201.  The Premises are leased by Landlord to Tenant
and are accepted and are to be used and possessed by Tenant on and subject to
the following terms:


 


PRINCIPAL LEASE PROVISIONS:


 


Landlord’s Address:


 


MBC REALTY, LLC


Mercantile Bank and Trust Building


Two Hopkins Plaza


Baltimore, Maryland 
21201


 


Tenant’s Address:


 


Mercantile-Safe Deposit and Trust Company


Mercantile Bank and Trust Building


Two Hopkins Plaza


Baltimore, Maryland 
21201


 


Agreed Rentable Square Footage of Building for Taxes: 
385,000 leasable square feet.


 


Agreed Rentable Square Footage of Building for Expenses: 
365,000 leasable square feet.


 


Agreed Area of the Premises:  the leasable square feet of
space identified on Exhibit A, A-1 and
A-2 hereof, from time to time.


 


Initial
Term:  Ten
(10) years.


 


Commencement Date:                 ,
2004.


 





















 


Expiration Date: 
               ,
2014.


 


Basic
Annual Rental:  As
set forth in Exhibit B, B-1 and B-2,
attached hereto as a part hereof.


 


Security Deposit:  NONE.


 


Use of Premises:  The Premises shall be occupied
subject to the terms hereof for any lawful purpose.


 


Base Year for Taxes:  The base year for Taxes shall
be July 1, 2005 through June 30, 2006.


 


Base
Year for Building Expenses:  The
base year for Building Expenses shall be calendar year 2005.


 


Cost of Additional Services:  To be charged at Landlord’s
reasonable rates for such service.


 


DEFINITIONS:  For purposes hereof, the following
definitions shall apply:


 


Agents -
“Agents” of Tenant means Tenant’s agents (including independent contractors),
employees, representatives, guests, visitors and invitees.


 


Building Expenses - “Building Expenses” means all those expenses (computed on a calendar
basis) paid or incurred by Landlord in connection with owning, maintaining,
operating, managing, replacing, and repairing the Real Property (as defined
below) or any part thereof, in a manner deemed reasonable and appropriate by
Landlord, including, but not limited to, the following:


 


Reasonable
administrative costs, including, but not limited to, legal accounting,
engineering, and other professional fees, and office and bookkeeping expenses.


 


All
insurance.


 


Cleaning
(including windows), janitorial service and trash removal.


 


Electricity,
water, sewer, and other fuel and utilities.


 


Maintenance,
repair, replacement, repainting, and redecorating all or any part of the Real
Property, whether structural or non-structural, including, but not limited to,
the removal of snow, ice, and debris therefrom and the policing and regulating
of traffic with respect thereto.


 


All
other expenses which would be considered an expense of owning, maintaining,
operating, managing or repairing the Real Property under generally accepted
accounting principles and which is normal, customary and


 


2





















 


usual in
connection with other first-class professional office buildings in the downtown
Baltimore City area.


 


Reasonable
management or managing agents’ fees, wages, salaries, labor charges,
compensation and subcontract expenses of all persons, including, but not
limited to, contractors, engaged in the maintenance, operation, administration,
protection, replacement, or repair of the Real Property.


 


Personal
property taxes on all personal property used for the Real Property.


 


Reasonable
cost of repainting and redecorating the Common Area.


 


Supplies,
equipment, uniforms, equipment rental and sundries and sales and use taxes on
supplies and sundries, payroll taxes and other personnel costs.


 


The
annual amortization over its useful life with a reasonable salvage value on a
straight-line basis of the costs of any equipment or capital improvements made
by Landlord as a labor-saving measure or to accomplish other savings in
operating, repairing, managing, or maintaining of the Property, but only to the
extent of the savings.


 


Notwithstanding anything to the contrary in this
Lease, Building Expenses shall not include the following:


 


Any charges borne
directly by tenants, including, but not limited to, personal property taxes and
additional electrical services directly paid for by tenants;


 


Costs incurred by
Landlord for alterations that are considered capital improvements and
replacements under generally accepted accounting principles consistently
applied except that the annual amortization of these costs shall be included to
the extent permitted in Section 2.2.11;


 


Executive salaries
for services not benefiting the Real Property, the Building, or the Premises as
performed by personnel above the grade of General Manager; and


 


Payments of
mortgage principal and interest.


 


Repairs or other
work occasioned by fire, windstorm or other casualty of an insurable nature or
by the exercise of eminent domain;


 


Leasing
commissions, attorneys’ fees, costs and disbursements and other expenses
incurred in connection with negotiations or disputes with tenants, other
occupants, or prospective tenants or occupants;


 


Renovating or
otherwise improving or decorating, painting or redecorating space for tenants
or other occupants of the Building;


 


3





















 


Depreciation and
amortization except as provided above;


 


Expenses incurred
in connection with services or other benefits of a type which are not provided
Tenant but which are provided to another tenant or occupant for which Landlord
receives reimbursement other than as a Building Expense;


 


Costs incurred due
to violation by Landlord or any tenant of the terms and conditions of any
Lease;


 


Overhead and
profit increment paid to subsidiaries or affiliates of Landlord for services on
or to the Real Property, to the extent only that the costs of such services
exceed comparable costs of such services in comparable first class office
buildings in the Baltimore downtown area were they not so rendered by a
subsidiary or affiliate;


 


Rental under any
ground or underlying lease or leases;


 


Landlord’s general
overhead except as it directly relates to the operation and management of the
Building;


 


Any compensation
paid to clerks, attendants or other persons in commercial concessions operated
by Landlord;


 


All items and
services for which Tenant reimburses Landlord (other than as a Building
Expense) or pays third persons;


 


Advertising and
promotional expenditures;


 


Any costs, fines
or penalties incurred due to violations by Landlord of any governmental rule or
authority, unless such violation is due to or arises out of acts or omissions
of Tenant;


 


Management fees to
the extent they exceed comparable costs incurred in comparable first-class
office buildings in the Baltimore downtown area;


 


Costs for
sculpture, paintings or other objects of art;


 


INTENTIONALLY
DELETED;


 


Wages, salaries,
or other compensation paid to any executive employees above the grade of
General Manager;


 


Rentals and other
related expenses incurred in leasing air-conditioning systems, elevators or
other equipment ordinarily considered to be of a capital nature, except
equipment which is used in providing janitorial services and which is not
affixed to the Building;


 


4





















 


Costs incurred by
Landlord in the removal of any toxic or hazardous waste or asbestos, if any,
from the Building which is not the result of Tenant’s or its Agents’
activities.


 


Landlord - “Landlord” means the entity named as such
above, and its successors and assigns (each of whom shall have the same rights,
remedies, powers, authorities, and privileges as it would have had, had it
originally signed this Lease as Landlord).


 


Lease
Year - “Lease Year” means a period of twelve (12) consecutive calendar
months beginning on the Commencement Date with subsequent lease years beginning
on the anniversary date of the first lease year.


 


Mortgage. “Mortgage” means any mortgage, deed of trust, sale-leaseback, ground
lease, or other security interest made or granted by Landlord at any time in
regard to all or any part of the Real Property.


 


Real
Property: 
“Real Property” means the Building, the Common Area, and all fixtures,
equipment, and other improvements and personal property on, above, or under
such site, Building and/or Common Area, and adjacent sidewalks and other
improvements.


 


Taxes:  “Taxes” means all real estate taxes,
assessments (regular, special, or otherwise), metropolitan charges, sewer
rents, ad valorem charges, water rates, rents and charges, front foot benefit
charges, and all other government impositions in the nature of any of the
foregoing.  If at any time during the
Term the method of taxation prevailing at the Commencement Date shall be
altered so as to cause the whole or any part of the items listed in the first
sentence of this Section to be levied, assessed, or imposed, wholly or
partly as a capital levy, or otherwise, on the rents received from the
Building, wholly or partly in lieu of imposition of, or the increase of, taxes
in the nature of real estate taxes issued against the Real Property, then the
charge to Landlord resulting from such altered method of taxation shall be
deemed to be within the definition of “Taxes.”


 


Tax
Year:  “Tax
Year” means the period from July 1 of any year through June 30 of the
following year unless a different tax year is adopted by the taxing authority,
in which event it shall mean the tax year so adopted.


 


PREMISES:


 


Premises - Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Premises. 
The Premises includes (a) the prime office space containing
approximately 179,073 square feet described on Exhibit A which reflects the inclusion of a ten percent (10%)
common area factor, and (b) the back office space and storage space described
on Exhibits A-1 and A-2 and in
Section 3.3 hereof.


 


Common
Area - Tenant shall have, as appurtenant to the Premises, the nonexclusive
right, in common with others, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord and
of which Tenant is given notice, by posting in the Building, to the use of the
following common areas of the Building: 
(a) street level


 


5





















 


entrances,
(b) lobbies, (c) corridors, (d) public elevators, (e) ramps, drives,
serviceways, (f) restrooms, (g) walkways necessary for access to the Building
and (h) equipment, machine and light rooms and other amenities not within the
exclusive control of Tenant (collectively, the “Common Area” or the “Common
Areas”).  Landlord shall have the right
to increase or decrease the configuration and dimensions or to otherwise alter
the Common Areas on any floor so long as Tenant’s use of and access to the
Premises, restrooms, stairwells, elevators, first floor lobby, parking areas
and other appurtenances is not adversely affected thereby.  Landlord reserves the right from time to
time, without affecting the obligations of Tenant hereunder: (i) to install,
use, maintain, repair, replace, and relocate for service to the Premises and/or
other parts of the Building pipes, ducts, conduits, wires, appurtenant
fixtures, and mechanical systems, wherever located in the Premises or the
Building, and (ii) to alter, close, or relocate any facility in the Common
Area.  Notwithstanding the above,
Landlord’s increase or decrease in the dimensions of the lobby on the first
floor or modification of the use thereof shall require prior written consent of
the Tenant, which consent shall not be unreasonably withheld or delayed.  In addition, any changes made by Landlord in
or to the Common Areas shall not alter the character and size of the Premises
or adversely affect Tenant’s use thereof, and provided further that Landlord at
all times shall operate and maintain the Building in a manner consistent with
the operation and maintenance of other first-class professional office
buildings in the downtown Baltimore City area and (ii) Landlord shall reimburse
Tenant for any damage for any improvement which was made by Tenant at its
expense, resulting from such Landlord activities, ordinary wear and tear
accepted.


 


Back Office and Storage Space.  As
part of the Premises, Landlord leases to Tenant (a) 23,746 square feet of back
office space and (b) 3270 square feet of storage space within the Building for
the Term of this Lease, as shown on Exhibit
A-1 and A-2 respectively, and Tenant shall pay unto Landlord the
Basic Annual Back Office Rental and Storage Rental set forth in Sections 5.2
and 5.3 hereof in equal monthly installments, payable in advance on the
Commencement Date and thereafter on the first day of each calendar month
throughout the Term of this Lease.  If
the Term of this Lease ends other than on the last day of a month, the Basic
Annual Back Office Rental and Storage Rental for a partial month shall be
prorated on a thirty (30) day month based on the number of days in such month
that this Lease is in effect.  All terms
of this Lease shall apply to the back office space.  All terms shall apply to the storage space
except as follows:  (i) subsections 5.4
and 5.5 shall be inapplicable and (ii) Landlord shall supply electric current
for the adequate illumination of such space.


 


TERM:


 


Initial
Term - The initial term of this Lease shall be for the term set forth in
Section 1.6 (Initial Term), commencing on the Commencement Date as set
forth in Section 1.7 (Commencement Date) and ending on the Expiration Date
as set forth in Section 1.8 (Expiration Date) above, unless sooner or
later commenced or terminated in accordance with the terms hereof.


 


Renewal
Option -  Provided (a) this Lease is
then in full force and effect, (b) Tenant is not in material default of any
provision or condition of this Lease 
beyond any period for the cure thereof either on the date Tenant elects
to renew or on the date the renewal term begins, (c)


 


6





















 


Tenant
is then in possession of the Premises, and (d) Tenant shall have validly
exercised its option for all prior Renewal Terms, if applicable, then Tenant
shall have the right to renew this Lease, with respect to all, but not less
than all, of the area leased by Tenant on the last day of the Initial Term, for
two (2) renewal term(s) of five (5) year(s) each (the “First Renewal Term” and
the “Second Renewal Term,” respectively the First Renewal Term and the Second
Renewal Term are hereinafter collectively referred to the as “Renewal Term,”
and the Initial Term and the Renewal Term are hereinafter collectively referred
to as the “Term”), by giving not more than twelve (12) months and not less than
six (6) months prior written notice thereof to Landlord, in each instance prior
to the end of the then current term. 
Notwithstanding the foregoing, if Tenant does not exercise any renewal
option in the time period or in the manner provided in this Section, such
option of extension shall nonetheless continue in full force and effect, shall
not lapse and may be exercised by Tenant until the date that is fifteen (15)
days after the date upon which Tenant has received written notice from Landlord
that such deadline has passed and that Landlord has not received such renewal
notice.  Within ten days after Tenant
delivers a renewal notice, Landlord will notify Tenant in writing of the
prevailing market rental rate then charged by Landlords of buildings of
comparable quality and age as the Building in the Baltimore Central Business
district for tenants similar to Tenant in size, credit quality and stature,
with such prevailing market rental rate taking into account allowances,
inducements, commissions and the applicable base year then being offered
(“Market Rental Rate”), at which base rent shall be payable during the
applicable renewal term (“Rate Notice”). 
If Tenant agrees with the rental rate set forth in the Rate Notice, such
rental rate will be the market rental rate during the applicable Renewal Term
for the purposes of this Section 4.2. 
If Tenant disagrees with the market renewal rate set forth in the Rate
Notice, Landlord and Tenant will, for a period of thirty days from and after
the date Landlord gives the Rate Notice, negotiate the market rental rate
acceptable to both parties.  If the
parties are unable to agree upon the market rental rate during such thirty day
period, then, within ten days after the expiration of such thirty-day period,
Landlord and Tenant each shall appoint a licensed real estate broker who has
full-time experience in commercial office leasing in the Baltimore central
business district (the “Parties’ Brokers”). 
The Parties’ Brokers will negotiate in good faith for ten days after the
date that both Parties’ Brokers have been appointed to determine a market
rental rate acceptable to both Landlord and Tenant.  If the Parties’ Brokers cannot reach
agreement on the market rental rate within such ten day period, then within
five days after the expiration of such ten-day period, the Parties’ Brokers
shall mutually agree upon and engage a third-party real estate broker.  Each of the real estate brokers shall deliver
to Landlord and Tenant within thirty days a copy of its determination of the
fair market rent.  Landlord and Tenant
shall each bear the cost of its broker and share the cost of the third real
estate broker.  The basic annual rental
for the applicable Renewal Term shall be the average of the two closest
brokers’ determinations.  Notwithstanding
the above, Tenant shall have the right at any time prior to the appointment of
the third broker to rescind its renewal notice with respect to such Renewal
Term, in which event same shall be of no further force and effect and this
Lease shall terminate as of the termination date of the then current Term.


 


RENT:


 


Basic
Annual Rental - Tenant shall pay to Landlord the Basic Annual Rental set forth in
Section 1.9 (Basic Annual Rental), payable in advance on the Commencement
Date and thereafter on the first day of each calendar month throughout the Term
If the Term begins other


 


7





















 


than
on the first day of a month or ends other than on the last day of the month,
the Basic Annual Rental for a partial month shall be prorated on a thirty (30)
day month, based on the number of days in such month as this Lease is in
effect.


 


Basic Annual Back Office and Storage Rental - As part of the consideration from Tenant unto the Landlord for the
demise as aforesaid, Tenant shall pay unto Landlord the Basic Annual Back
Office Rental and Storage Rental in the amounts set forth on Exhibits B-1 and B-2 hereto, payable in
advance on the Commencement Date and thereafter on the first day of each
calendar month throughout the Term of this Lease, prorated daily if the Term
commences other than on the first day of a month.


 


Past
Due Obligations - Unless otherwise expressly provided herein, any payment of rent,
taxes, expenses, or any other amounts due from Tenant hereunder that is not
received by Landlord within fifteen (15) days after written notice from
Landlord that such payment is past due shall bear interest (the “Interest
Rate”) from the due date until paid at an annual rate equal to the lesser of
(a) the maximum then allowed by applicable law, or (b) two percent (2%) above
the then current prime rate of interest (on a floating basis) announced by
Mercantile-Safe Deposit and Trust Company from time to time as its prime
rate.  Payment of any such interest shall
not excuse or cure any default by Tenant under this Lease and shall be in
addition to, and not in lieu of, the rights and remedies provided elsewhere in
this Lease.


 


Adjustment
for Taxes - If the Taxes levied or assessed against the Real Property for any tax
fiscal year that is wholly or partly within the Term are greater than the
applicable Base Year Taxes, Tenant shall pay to Landlord, as additional rent
during the calendar year in which such tax increase takes place, the amount or
amounts determined for each floor or part of a floor of the Premises as follows:


 


	
  The amount of the

  increase in Taxes above

  the applicable Base

  Year Taxes

  	
   

  	
  X

  	
   

  	
  Agreed Area of the

  Premises

  Agreed Rentable

  Square Footage of

  Building for Taxes

  (385,000 s.f.)

  	
   

  	
  X

  	
   

  	
  Number of months in

  the calendar year that

  the Premises are leased

   

  12

  



 


Any additional rent due to Landlord shall be due and
payable at the later of (a) the time the Taxes are due and payable or (b)
submission by Landlord to Tenant of a written statement showing the amount due
including documentation of such changes. 
All reasonable expenses incurred by Landlord (including attorneys’,
appraisers’, consultants’ fees and other costs) in contesting any increase in
Taxes, including, but not limited to, any increase in the rate or assessment of
the Taxes on the Real Property shall be included as an item of Taxes for the
purpose of computing additional rent due hereunder.


 


8





















 


Adjustments for Building Expenses - If the Building Expenses for any calendar year that is wholly or
partly within the Term are greater than the applicable Base Year Building
Expense for that part of the Premises, Tenant shall pay to Landlord, as
additional rent, the amount or amounts determined as follows:


 


	
  The amount of the

  increase in Building

  Expenses above the

  Base Year Building

  Expenses

  	
   

  	
  X

  	
   

  	
  Agreed Area of the

  Premises

  Agreed Rentable

  Square Footage of

  Building for Expenses

  (365,000 s.f.)

  	
   

  	
  X

  	
   

  	
  Number of months in the

  calendar year that the

  Premises are leased

   

  12

  



 


Any additional rent due to Landlord under this
Section shall be due within thirty (30) days after the Landlord has
submitted a written statement to Tenant showing the amount due, together with a
statement showing in reasonable detail the breakdown of Building Expenses for
the calendar year on which the statement is based.  In the event that the Building is not at
least ninety-five percent (95%) leased and occupied pursuant to arms length
leases for an entire year, those Building Expenses which vary with the level of
occupancy shall be adjusted by Landlord to the amount that Landlord reasonably
believes they would have been if ninety-five percent (95%) of the rentable area
of the Building had been occupied for the entire year.  Landlord may make a reasonable estimate of
such additional rent for Tenants’ share of Building Expenses for the
forthcoming calendar year, and beginning with calendar year 2006, Tenant shall
pay upon the written request of Landlord in advance, each month during the
calendar year one-twelfth (1/12) of Tenant’s estimated share of such Building
Expenses, at the time of payment of equal monthly installments of Basic Annual
Rental against Landlord.  In such event,
Tenant shall pay any underpayment or Landlord shall refund any overpayment of
such additional rent within thirty (30) days after submission of the written
statement by Landlord of the Building Expenses due for the calendar year.  Although Tenant shall render payment in
accordance with Landlord’s determination of Building Expenses, such determination
shall not be final if, within one hundred eighty (180) days of receipt of
Landlord’s determination, Tenant notifies Landlord in writing that it desires
to inspect the books and records of Landlord as they relate to such
computations, in which event, Landlord shall allow Tenant to undertake such
inspection at such reasonable times and location as Landlord shall
specify.  In the event that, following
such inspection a dispute arises, the matter shall be submitted to an
independent firm of Certified Public Accountants, whose decision shall be
binding upon the parties.  The costs of
such review and the engagement of the independent firm of certified public
accountants shall be borne solely by the Tenant unless the dispute is settled
in favor of Tenant and decreases Tenant’s resulting liability for Taxes and/or
Building Expenses by more than five percent (5%), in which event, all costs
shall be borne by Landlord.


 


Payments - Tenant shall pay the Basic Annual Rental
and any Additional Rent and other charges, in lawful money of the United States
of America, due hereunder to Landlord, without any prior demand or notice
therefor and without any deduction, offset, counterclaim, or


 


9





















 


defense
and, except as otherwise expressly provided herein, without abatement,
suspension, deferment, diminution, or reduction whatsoever.  Tenant shall make all payments of rent and
other charges to Landlord at Landlord’s Address set forth in Section 1.1
(Landlord’s Address) or at such other address as Landlord may from time to time
request in writing.


 


Personal
Property Taxes - Tenant shall be liable for and pay when due all taxes attributable to
Tenant’s personal property and all trade fixtures and improvements placed or
affixed by Tenant in, on, or about the Premises.  If any such taxes are levied against Landlord
or Landlord’s property and if Landlord pays the same (Landlord hereby being
granted the right, but not undertaking the obligation, to do so regardless of
the validity or correctness of such levy), or if the assessed value of the
Building is increased by the inclusion therein of a value placed on such
property of Tenant and if Landlord pays the taxes based on such increased
assessment (Landlord hereby being granted the right, but not undertaking the
obligation, to do so regardless of the validity or correctness of such levy),
Tenant shall pay to Landlord the amount of all such taxes paid by Landlord
immediately on Landlord’s demand thereof; provided however, that Landlord has
complied with the notice requirement set forth in this Section 5.7.


 


Landlord shall promptly notify Tenant of any such
taxes levied against Landlord or Landlord’s property or of any increase in the
assessment of the Building resulting from Tenant’s personal property.  Subject to any contrary provisions of any
Mortgage, Tenant may after notice to Landlord, by appropriate proceedings
conducted promptly at Tenant’s own expense in Tenant’s name, contest in good
faith, the validity or correctness of such levy or assessment.  In no event shall Tenant permit a lien to
attach to any part of the Premises for taxes levied on any part of Tenant’s
property whether or not affixed to the Premises.


 


Excise
Tax on Rent - Tenant shall be liable for and shall pay when due an excise taxes
payable on the Basic Annual Rental and any additional rent payable under this
Lease.  If the excise taxes are payable
by Landlord, Tenant shall pay to Landlord the amount of all such excise taxes
paid by Landlord immediately on Landlord’s demand therefor.


 


USE:


 


Use - Tenant shall continuously throughout the
Term use and occupy the Premises for the purposes as described in
Section 1.11 and for no other purposes whatsoever.  Tenant shall maintain sufficient personnel on
the Premises during normal business hours to receive and supervise visitors to
the Premises.  Tenant shall furnish and
decorate the Premises in a manner consistent with its business and other
businesses in this Building.  Tenant
shall not do or permit anything to be done in or about the Premises that would
significantly and unreasonably interfere with the use of any area of the
Building other than the Premises.


 


Rules
and Regulations - Tenant and its Agents shall faithfully observe the Rules and
Regulations attached hereto as a part hereof as Exhibit C, and such other changes to and further Rules and
Regulations as Landlord may from time to time adopt; provided, however, that
Landlord shall provide Tenant with a copy of any changes to the Rules and
Regulations and further that Landlord shall adopt no rules and regulations that
adversely affect Tenant’s use or enjoyment of the Premises.  Landlord shall not be liable to Tenant for
violation of any Rules and


 


10





















 


Regulations
or the breach of any provision in any lease by any other tenant or other party
in the Building.


 


Conduct
on Premises -


 


Compliance with Laws - Tenant shall comply promptly with all
statutes, laws, ordinances, rules, orders, regulations, decrees, notices, and
requirements of the federal, state, and local governments and any of their
departments and bureaus, and any rules and regulations issued by the
Association of Fire Underwriters, or similar governing insurance body, which
now or hereafter may be applicable to Tenant’s use of the Premises
(collectively, the “Laws”).  Tenant shall
pay all costs, expenses, claims, fines, penalties, and damages that may in any
manner arise out of or be imposed because of the failure of Tenant to comply
with this Section and in any event agrees to indemnify, defend, and hold harmless
Landlord and its agents, employees, and officers from and against any
liabilities, claims, fines, damages, costs, expenses, and fees, including
attorney’s fees, relating to the same. 
Tenant shall promptly give notice to Landlord of any notice of violation
received by Tenant.  Landlord and Tenant
shall promptly give notice to the other of any notice of violation received by
Landlord or Tenant, respectively. 
Landlord promptly shall comply with all of the Laws as they relate to
the Common Areas and those portions of the Building not leased to others and
shall indemnify, defend and hold harmless Tenant and its agents, employees and
officers from and against any liabilities, claims, fines, damages, costs,
expenses and fees, including attorneys’ fees relating to same.


 


Right to Contest - Subject to any contrary provisions of any
Mortgage, Tenant may, after notice to Landlord, by appropriate proceedings
conducted promptly at Tenant’s own expense in Tenant’s name, contest in good
faith, the validity or enforcement of any Law and may similarly contest any
assertion of violation of any certificate of occupancy, permit, or any consent
issued for the Building.  Pending such
contest, Tenant may defer compliance therewith if (a) in the opinion of counsel
for Landlord, such deferral will not subject either Landlord or the Premises or
the Real Property (or any part thereof) to any penalty, fine, encumbrance, or
forfeiture, and (b) Tenant shall post a bond with corporate surety approved by
Landlord sufficient, in Landlord’s opinion, fully to indemnify Landlord from
loss.


 


POSSESSION:


 


Acceptance
of Possession – Tenant acknowledges that it currently occupies the Premises and that
it accepts the Premises as complying with all requirements of Tenant and all
obligations of Landlord with respect to the condition, order and repair
thereof.  Notwithstanding the same,
Tenant’s acceptance hereunder shall not limit the Landlord’s maintenance
obligations under the provisions of subsection 9.1 hereof nor the
condition of such additional premises, if any as Tenant hereafter may lease or
occupy subsequent to the Commencement Date of this Lease.


 


Quiet
Enjoyment - Landlord represents and warrants that Tenant, on paying the rental
under this Lease and observing and keeping the covenants and agreements of this
Lease on its part to be kept and performed, shall lawfully and quietly hold,
occupy, enjoy, manage, and


 


11





















 


operate
the Premises, subject to the terms of this Lease, without hindrance or
molestation by Landlord during the Term or by any person or persons claiming
under Landlord.


 


Surrender - If Tenant shall not immediately surrender
possession of the Premises at the end of the Term, Tenant shall, at Landlord’s
sole election, become a tenant from month to month, and shall be liable for
rental on the Premises in an amount equal to one hundred twenty percent (120%)
of the Basic Annual Rental, and for all additional rental payable hereunder,
just before the termination of this Lease, such rental to be payable to
Landlord in monthly installments, in advance, on the first day of each month
for so long as Tenant shall remain in possession of the Premises.  If Landlord does not so elect to treat Tenant
as a tenant from month to month, Tenant shall nevertheless be liable for the
rental hereinabove provided, payable to Landlord in monthly installments, in
advance on the first day of each month for so long as Tenant shall remain in
possession of the Premises.  In the event
Landlord does not elect to treat Tenant as a tenant from month to month,
Landlord shall continue to be entitled to retake possession of the Premises at
any time after five (5) days prior notice to Tenant, and Tenant shall in no
case whatsoever be entitled to receive a refund for any rental paid in
advance.  Tenant hereby expressly waives
(a) the service of any notice in writing of intention to retake possession and
(b) any right that Tenant may have to a jury trial in connection with such retaking
of possession.  If Tenant shall fail to
surrender possession of the Premises immediately on the expiration of the Term,
all of the obligations of Tenant and all rights of Landlord applicable during
the Term shall be equally applicable during such period of subsequent
occupancy, regardless of whether a month to month tenancy shall have been
created as aforesaid, with the exception of Sections 7.2 (Quiet Enjoyment) and
13 (Assignment and Subletting).  No act
or conduct of Landlord, its employees, agents, or representatives, including,
but not limited to, the acceptance of the keys to the Premises, shall
constitute an acceptance of the surrender of the Premises before the Expiration
Date.  Only a written notice of
acceptance and surrender and termination from Landlord to Tenant shall
constitute acceptance of the surrender of the Premises and accomplish a
termination of this Lease by Tenant.


 


Condition
of Premises - Tenant shall keep the Premises and the improvements and appurtenances
therein in good repair, order, and condition, and at the expiration or earlier
termination of the Term, return the same in the same good repair, order, and
condition as at the Commencement Date, reasonable wear and tear and casualty
damage excepted, and Tenant shall remove such of its property (but excluding,
at Tenant’s option, any vaults, safes, safe deposit boxes, fixtures, wiring
installed by or for the benefit of Tenant in telephone closets and building
chases if and to the extent that Tenant elects to have the same remain at the
Premises) therefrom before such expiration or earlier termination.  Tenant hereafter shall not place a load on
any floor of the Premises exceeding the floor load per square foot area that
such floor was designed to carry and that may be allowed by the Laws.  Landlord reserves the right to prescribe the
weight and position of all safes, telephone switchboards, computers, or other
heavy equipment, and to prescribe the reinforcing necessary, if any, which in
the reasonable opinion of Landlord may be required under the circumstances,
such reinforcing to be at Tenant’s sole cost and expense.


 


Business Equipment - Business machines and mechanical equipment
shall be placed and maintained by Tenant, at Tenant’s expense, in settings
sufficient to absorb


 


12





















 


and
prevent vibration, noise, or annoyance, and Tenant shall, at its expense, take
such steps as Landlord may from time to time reasonably direct to remedy such
condition.


 


No Waste - Tenant shall pay, as additional rent, for
all damage to the Building, its fixtures and appurtenances, as well as all
damage sustained by other tenants or occupants of the Building due to any
waste, misuse, or neglect of the Premises, its fixtures and appurtenances by
Tenant or its Agents.  If Tenant’s
fixtures are removed, Tenant shall at its sole cost and expense, repair any
damage to the Premises caused by the removal of the fixtures.  Where the removal of a fixture leaves holes,
open spaces, or voids in the Premises, Tenant shall seal the area and finish it
in a manner and with material that matches the remainder of the area.


 


SERVICES AND UTILITIES:


 


Services
by Landlord - Landlord shall, at its expense, furnish or cause to be furnished
without additional charge to Tenant the Premises with (a) sufficient electrical
power to satisfy Tenant’s electrical needs, as are consistent with Tenant’s use
and this Section 8, (b) heating and air-conditioning for the comfortable
use and occupancy of the Premises between 8:00 a.m. and 8:00 p.m., Monday
through Thursday, 8:00 a.m. to 6:00 p.m., Friday, and 8:00 a.m. to 4:00 p.m. on
Saturday (except for New Year’s Day, Memorial Day, July 4, Labor Day,
Thanksgiving and Christmas) of each week during the Term or such other times as
mutually shall be agreed upon by Landlord and Tenant, (c) janitorial service as
more fully set forth in Section 8.7 hereof, and (d) elevator service as
set forth in Section 8.10 hereof. 
Landlord shall take all necessary efforts to ensure that during (i)
normal business hours, the temperature in the Premises does not (a) exceed 75°F with a 50% relative humidity and (b) fall below 70°F; and (ii) all other hours, the temperature in the Premises does not
(a) exceed 77°F with a 50% relative humidity and (b) fall
below 66°F.


 


Additional
Services - If Tenant desires heat or air-conditioning service for times other
than those set forth in Section 8.1 (Services by Landlord), Tenant shall
request such additional service by not later than 1:00 p.m. on the day
immediately before the weekday for which the service is desired, or not later
than 3:00 p.m. on the Friday immediately before the Saturday or Sunday for
which such service is desired.  If
Landlord provides such additional service, Tenant shall reimburse Landlord as
additional rental for the reasonable cost, in the sole judgment of Landlord, of
such service.  Tenant recognizes that the
heat and air-conditioning service may serve areas other than the Premises and
Tenant’s costs will include the cost of providing service to such other areas.


 


Extraordinary
Services - If Tenant requires electrical current or installs electrical
equipment (including, but not limited to, any electrical heating or
refrigeration equipment, computers, electronic data processing machine,
punch-card machine, or machinery or equipment using current in excess of 110
volts) that in any way increases the amount of needed electricity beyond that
provided by Landlord to Tenant under Section 8.1 (Services by Landlord),
then in such case Tenant shall not do so without first obtaining Landlord’s
written approval thereof (which consent shall not be unreasonably withheld or
delayed).  Tenant shall not overload
wiring or the electrical system.


 


13





















 


Additional
Equipment - If Tenant requires additional air-conditioning equipment for
computers, business machines, meeting rooms, or other special purposes beyond
that currently in place (a written list of all major components thereof to be
provided by Tenant to Landlord), any additional air-conditioning units,
chillers, condensers, compressors, ducts, piping, and other equipment shall be
installed and maintained by Tenant at Tenant’s sole cost and expense.  Tenant shall pay any additional energy
charges therefore so long as Landlord, at its expense, installs separate meters
or submeters to measure the same.


 


Light
and Air - This Lease does not grant any rights to light and air.


 


Interruption
of Service - Landlord reserves the right temporarily to suspend service of the
heating, air-conditioning, elevator, plumbing, and electric systems, when
necessary, by reason of accident, or emergency, or for repairs, alterations,
replacements, or improvements, which in the reasonable judgment of Landlord are
desirable or necessary to be made, until such repairs, alterations,
replacements, or improvements shall have been completed.  Landlord shall give Tenant five (5) days’
prior notice of any planned temporary suspension of services.  Landlord shall use its best efforts to
restore any suspended service as promptly as possible, but Landlord shall have
no responsibility or liability, and the Basic Annual Rental and additional
rental payable to Landlord under this Lease shall not abate, for failure to
supply heating, air-conditioning, elevator, plumbing, cleaning, and electric
service, during such period when prevented from so doing by any Laws or by
strikes or accidents.  Landlord’s
obligation to supply heat and air-conditioning shall also be subject to
applicable Laws as to energy conservation and other such restrictions.  Notwithstanding the above, if, due solely to
Landlord’s negligence or failure to repair as required hereunder or failure to
pay public utility companies, there is an interruption in essential services to
the Premises (defined as “HVAC, Electric Service, Water or Elevator Service”)
and such interruption continues for a period of five (5) consecutive days,
Tenant, in addition to all other remedies hereunder shall be entitled to an
abatement of Basic Annual Rental only for the period that such services are not
provided if such interruption interferes with Tenant’s use of the
Premises.  If such interruption continues
for a period of thirty (30) consecutive days, Tenant shall have the option to
cancel and terminate this Lease.


 


Janitorial
Services: 
Landlord shall provide janitorial services within the Premises during
the Term hereof.  Such services shall be
only with union janitorial service providers unless Tenant, in its sole
discretion, consents otherwise in writing and shall be performed during
weekdays, after normal business hours and in accordance with the standard
building cleaning specifications set forth on Exhibit
D attached hereto.


 


Access
and Security: 
Tenant shall have access to the Premises twenty-four (24) hours per day,
365 days per year.  At least two (2)
elevators will be in service at all times outside of normal business hours in
the Office Building and at least one (1) elevator will be in service at all
times outside of normal business hours in the adjoining Pavilion Building,
subject to force majeure conditions.  Landlord shall operate, provide and maintain
security and life safety systems for the Building comparable to the services
provided at other bank headquartered and anchored Class A office buildings in
downtown Baltimore, which services, shall include, but not by way of
limitation, at least two (2) 24-hour guards in the main lobby, cameras, card
access


 


14





















 


systems,
alarms, entry systems (by intercom, a-phones/remote system or otherwise), fire
systems, sprinkler systems, elevator systems, and parking gate control systems.


 


Tenant will purchase, install and maintain its own
security equipment within the Premises in good working order so that Landlord
may operate and respond to Premises security and life safety conditions as they
arise.  Tenant’s equipment may include,
but not by way of limitation card access on suite doors; hold open alarms and
cameras in the premises.


 


Parking - Landlord agrees that during the Term of
this Lease Landlord will provide, or will cause the then current operator of
the parking garage located in the garage portion of the Building (the
“Operator”) to make available to Tenant (a) thirty (30) monthly parking
contracts, which shall increase to fifty (50) on such date as Tenant shall be
obligated to commence the payment of Basic Annual Rent on the Expansion Space,
in the parking garage of the Building at Operator’s current monthly rates, as
modified from time to time; and (b) sixty (60) parking spaces in the parking
garage at $135.00 per month subject to modification in the same percentage as
the increase or decrease, if any, of Operator’s standard monthly rates,
provided, however, that in no event shall any increase exceed three percent
(3%) in the aggregate in any calendar year and (c) the exclusive right during
the Term to use the first (executive) level of the parking area and the wall
area and all of the parking spaces therein shown as shaded on Exhibit E attached hereto, at no
charge.  Tenant shall be obligated to
enter into monthly contracts directly with any Operator and shall comply with
all rules and regulations of the Operator. 
Landlord further grants to Tenant, or shall cause the Operator to grant
to Tenant, a right of first refusal to lease additional parking spaces in the
parking garage of the Building at the then current monthly rates, as modified
from time to time, as the same may become available, subject, however, to the
right of Landlord to make available to new tenants in occupancy of the Building
one (1) parking space for each 1,500 square feet of space which it
occupies.  Tenant shall be provided
written notice as and when such additional spaces are available and Tenant
shall have the first right to the use of the same by giving Landlord written
notice of its election within not more than fifteen (15) days after receipt of
Landlord’s notice.


 


Landlord shall continue to operate the parking
garage as a private garage for the exclusive use of the tenants of the
Building, to include parking for the employees, visitors, customers, and
vendors, of the tenants of the Building. 
Landlord will continue to operate the garage in a manner to ensure that
those vehicles/individuals entering the parking garage and loading dock area
are duly authorized and/or are conducting business in the Building.  Landlord will continue to permit means of
access to the garage “24/7 365” days per year on a key card or comparable
access basis.


 


Upon approval of the Tenant, Landlord may elect to
open the garage to the public for certain events for parking similar to those
events which the current owner has opened for over the past two years, copies
of which have been provided.  It is the
responsibility of the Landlord to have sufficient parking staff and to ensure
that reserved parking spaces are not used by event parkers.  Tenant will not permit event parking during
normal business hours.  If, however, the
national terrorist threat level rises to orange or above, or if the Tenant is notified
by local security of a terrorist threat or if there are threats against banks,
then the Tenant may elect to require, and Landlord agrees to close the garage
for any or all event parking.


 


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Elevator
Service - In
addition to the Elevator Service provided by the elevator bank in the office
tower, Landlord herewith confirms and agrees that Tenant shall have the
exclusive right to the use of the elevator which runs from the G level of the
office building to the fourth floor thereof and which passes through the
Premises.  Notwithstanding such exclusive
usage, Landlord shall be responsible for all maintenance, repairs and
replacements for this Tenant exclusive elevator.


 


MAINTENANCE,
REPAIRS, AND ALTERATIONS:


 


Maintenance
by Landlord - Landlord shall maintain the Common Area in good condition, shall
maintain the plumbing, heating, ventilating, air-conditioning, elevator,
electrical and other mechanical systems of the Building in good working
order.  Landlord shall maintain and
replace overhead lights and fixtures and provide all required bulbs within the
Premises at its sole cost.  Landlord
shall make necessary repairs to the roof, structural components and the
exterior of the Building, and shall repair promptly any damage to the Premises
and the Building to the extent provided in Section 10 (Damage of
Destruction), keep the Real Property reasonably clean, and free of snow, ice,
dirt and rubbish, and provide the services herein described, all in a manner
and to the same extent as are provided in other first-class, high rise office
buildings located in downtown Baltimore City. 
Landlord shall have reasonable access to the Life Safety Fire Alarm
Control Panel (“Panel”) located in the lower level parking area leased to
Tenant for the servicing and monitoring of the Panel.


 


Maintenance
by Tenant -
Tenant shall take good care of the Premises and fixtures and appurtenances
therein and maintain them in good order, condition, and repair in a quality and
class equal to the original work, ordinary and reasonable wear and tear
excepted.  Tenant shall at its sole cost
and expense, maintain all plumbing fixtures and the area in which such plumbing
fixtures are located within the Premises, except the restrooms located in the
core of the Building, in good order, condition, and repair to the reasonable satisfaction
of Landlord.  On the expiration or
earlier termination of this Lease, Tenant shall surrender the Premises to
Landlord, broom clean, in as good order, condition, and repair as they are on
the Commencement Date, ordinary and reasonable wear and tear and damage by
casualty excepted.  Without limiting the
foregoing, Landlord may require that any such maintenance or repairs be
performed by Landlord at Tenant’s expense. 
All repairs done by Tenant will be done in a good and workman like
fashion.


 


Alterations -


 


General - Tenant may from time to time, at its own
expense make changes, additions, or improvements (collectively, the
“Alterations”) in or to the Premises with Landlord’s prior written consent,
which shall not be unreasonably withheld or delayed.  Notwithstanding the above, no consent from
Landlord will be required with respect to alterations in or to the Premises
which do not exceed $100,000.00 or are being made as presently contemplated on
the second floor or to the space described in Section 21 hereof (a) unless
same are of a structural nature or adversely impact the use of the mechanical
or electrical systems and (b) provided Tenant shall comply with all applicable
Laws.  All alterations paid for by Tenant
will be and remain Tenant’s property during the term and will, without
compensation to Tenant automatically become Landlord’s property upon the
expiration or earlier termination of the Term, unless Tenant in its sole
discretion elects to remove the same, in which event Tenant shall remove the
same at its sole cost and expense and repair any damage caused thereby.


 


Personal Property - All articles of personal property and all
business and trade fixtures, machinery, and equipment, movable cabinetwork,
furniture and movable partitions, owned or installed by Tenant at its expense,
in the Premises, shall remain the property


 


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of
Tenant and may be removed by Tenant at any time provided Tenant, at its
expense, shall repair any damage to the Premises or the Building caused by such
removal or by the original installation. 
If Tenant elects not to, or shall fail to remove the property, (which
Tenant shall have the right to do,) the property shall be deemed to become
Landlord’s property.


 


DAMAGE OR DESTRUCTION:


 


Repair
of Damage - If the Premises or the Real Property shall be damaged by fire or
other casualty insured against by Landlord’s fire and extended coverage
insurance policy covering the Building (a “Casualty”), as required under
Section 11.2 (Insurance by Landlord), and the Premises or the Real
Property can be fully repaired, in Landlord’s reasonable opinion, within 180
days from the date of such damage, Landlord, at Landlord’s expense, shall
promptly repair such damage; provided however, that Landlord shall have no
obligation to replace or to repair any damage to Tenant’s Property or Tenant’s
leasehold improvements, installed by Tenant or any other property located in
the Premises.  Tenant shall vacate such
portion of the Premises as Landlord reasonably requires to enable Landlord to
repair the Premises or the Building. 
Landlord shall take all reasonable efforts to restore the Premises as
required hereunder as promptly as possible to the conditions existing prior to
such casualty and in any event within not more than one hundred eighty (180)
days.


 


Abatement - If the entire Premises shall be rendered
untenantable, then Rent shall abate for the period from the date of such damage
to the date which is ten (10) days after the date when such damage shall have
been repaired.  If only a part of the
Premises shall be so rendered untenantable, then Rent shall abate for such
period in the proportion that the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises; provided, however, if,
before the date when all of such damage shall have been repaired, any part of
the Premises so damaged shall be rendered tenantable and shall be used or
occupied by Tenant or any person claiming through or under Tenant other than
for purposes of repair, then the amount by which the Rent shall abate shall be
equitably apportioned for the period from the date of any such use or occupancy
to the date when all such damage shall have been repaired.  Except as specifically provided in this
Lease, this Lease shall not terminate, and Landlord and Tenant shall not be
released from any of their liabilities or obligations under this Lease, as a
result of damage or destruction to the Premises or the Building caused by fire
or other casualty.


 


Termination -


 


By Landlord - If, before or during the Term, (a) the
Premises shall be so damaged that, in Landlord’s reasonable opinion, the
Premises cannot be fully repaired within 180 days from the date the damage
occurred, (b) the Building shall be so damaged by a Casualty that, in
Landlord’s reasonable opinion, substantial repair or reconstruction of the
Building shall be required and cannot be completed within 180 days (regardless
of whether the Premises shall have been damaged or rendered untenantable), or
(c) if Landlord is not obligated to repair the Premises or the Building, or
both, under Section 10.1 (Repair of Damage), then, in any of such events,
Landlord, at its option and in the exercise of its good faith judgment, may
give to Tenant, within sixty (60) days after the Casualty, a thirty (30) days’
notice of termination of this Lease.  If
Landlord provides such termination notice, this Lease shall terminate on the
expiration of such


 


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thirty
(30) days with the same effect as if the date of expiration of such thirty (30)
days were the date definitely fixed for expiration of the Term and the then
applicable rent shall be apportioned as of such date, including any rent
abatement as provided above.


 


By Tenant - Notwithstanding anything herein to the
contrary, should the Premises and/or the Building be damaged by a Casualty,
Landlord shall, within thirty (30) days of the date of such damage, notify
Tenant in writing of Landlord’s good faith estimate of the time necessary to
repair and restore the damage.  If such
estimate sets forth a period of greater than 180 days from the date the damage
occurred, Tenant shall have the option, to be exercised with thirty (30) days
of receipt of Landlord’s notice, to terminate this Lease, whereupon this Lease
shall terminate effective as of the date of damage or destruction with all rent
to be apportioned as of such date. 
Furthermore, should landlord elect to restore the Premises but fail to
complete the same within one hundred eighty (180) days after the occurrence of
the casualty, Tenant shall have the option to be exercised within thirty (30)
days thereafter, to terminate this Lease by giving written notice thereof to
Landlord, whereupon this Lease shall terminate effective as of such date and
all rents shall be apportioned as of the date of the damage or destruction.


 


End
of Term - Landlord shall not have any obligation to repair, reconstruct, or
restore the Premises during the last twelve (12) months of the Initial Term or
of any Renewal Term as a result of any damage to the Premises if (a) in the
case of any such damage that occurs during the last twelve (12) months of the
Initial Term Tenant has not and does not elect to exercise its option for the
First Renewal Term or, (b) in the case of such damage that occurs during the
last twelve (12) months of any Renewal Term, Tenant has not and does not elect
to exercise its option for the next Renewal Term, and such option to renew
exists.  If Landlord elects not to repair
the Premises pursuant to this Section, Tenant may elect to terminate this Lease
within thirty (30) days of receipt of Landlord’s notification of such
election.  If Tenant elects to terminate
this Lease as provided above, this Lease shall terminate thirty (30) days following
the election by Tenant to terminate this Lease and rent pro rated to the date
of damage or destruction.  If Tenant does
not elect to terminate this Lease within such thirty (30) day period, the rent
and other expenses payable by Tenant shall abate in proportion to the reduction
of the area of the Premises not usable by Tenant in its reasonable discretion.


 


Continuing
Access - In
the event of damage which results in the termination of this Lease, Tenant
shall have a reasonable time, not to exceed 90 days, to remove Tenant’s
property from the Real Property provided Tenant does not interfere with any
person that may be salvaging, repairing or demolishing the Building.  Whether or not the Lease is terminated, Tenant
shall have immediate and continuous access to the Premises under the terms
hereof provided that such access is permitted by the appropriate governmental
authorities.


 


INSURANCE:


 


Requirements, Prohibitions and Indemnifications - Tenant shall not do or permit anything to be done in or on the Premises
or in the Building or the Common Area or bring or keep anything therein that
will, in any way, increase the rate of fire insurance on the Building, or
invalidate or conflict with the fire insurance policies on the Building,
fixtures, or on property kept therein, or obstruct or interfere with the rights
of Landlord or the other tenants or in any other way injure or annoy Landlord
or the other tenants, or subject Landlord to any liability for injury to
persons or damage to property, or interfere with the good order of the
Building, or


 


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conflict
with any Laws or the rules or regulations of the Maryland Fire Underwriters
Rating Bureau or similar governing insurance body.  Tenant shall indemnify, defend, and hold
Landlord and its agents, employees, contractors, and officers harmless from and
against any and all liability, loss, damage, and expense (including, but not
limited to, attorneys’ fees and court costs) arising from injury or death to
person or damage to property in, on, or about the Premises whether occasioned
by an act or omission of Tenant or its Agents, unless caused by the gross
negligence or willful misconduct of Landlord. 
Any increase of fire insurance premiums on the Building or contents caused
by the occupancy of Tenant and any expense or cost incurred in consequence of
negligence or carelessness or the willful action of Tenant or its Agents shall,
as they accrue, be added to the Basic Annual Rental and be paid as a part
thereof, and Landlord shall have all the rights and remedies for the collection
of same as are conferred on Landlord for the collection of rent provided to be
paid under this Lease.


 


Insurance
by Landlord - Landlord shall obtain and keep in full force and effect during the
Term fire and extended coverage insurance with a vandalism and malicious
mischief endorsement for the Building and comprehensive general liability
insurance in such reasonable amounts with such reasonable deductions as would
be carried by a prudent owner of a first class office building in downtown
Baltimore, Maryland, or which the holder of the first Mortgage deems necessary
for the operation of the Building, whichever is greater, but in any event, in
an amount not less than eighty percent (80%) of the Building’s full replacement
cost.  Landlord may obtain insurance for
the Building and the rents from the Building against such other perils as
Landlord reasonably considers appropriate. 
Tenant acknowledges that it will not be a named or additional insured in
any such policy and that it has no right to receive any proceeds from any such
insurance policies carried by Landlord.


 


Insurance
by Tenant -
Tenant shall, at its sole cost and expense, obtain and keep in full force and
effect during the Term the following insurance: (a) fire and extended coverage
insurance with a water damage endorsement and with a vandalism and malicious
mischief endorsement, for property of Tenant located in the Building in an
amount not less than eighty percent (80%) of its cash value for any property
such as standard office furniture, furnishings, equipment, files, and supplies,
(b) comprehensive general liability insurance, including contractual liability,
personal injury, and property damage insuring against all claims and liability
arising out of the use or occupancy of the Premises, with combined per
occurrence coverage of at least One Million Dollars ($1,000,000), and (c)
umbrella (excess) insurance in the minimum amount of Ten Million Dollars
($10,000,000) over the primary CGL policy. 
All insurance policies of Tenant required by this Lease shall be taken
out with insurers licensed to do business in Maryland (which insurers shall be
reasonably acceptable to Landlord) and shall be in form reasonably satisfactory
to Landlord.  All such policies shall
name Landlord as an additional insured and any other person holding an interest
in the Building designated by Landlord as additional insureds (with respect to
liability insurance policies) and as their interests appear (with respect to property
insurance policies).  All such policies
shall provide that they cannot be canceled, terminated, or modified without
thirty (30) days prior written notice to Landlord and any other person holding
an interest in the Building designated by Landlord.  Tenant shall deliver copies of such policies
to Landlord annually upon renewal.  As an
alternative to copies of Tenant’s insurance policies, Landlord agrees to accept
annual certificates of such insurance upon renewal that are in a form
satisfactory to Landlord.  All such
policies shall be primary policies - not as contributing with, or in excess of
the coverage that the other party may carry, and shall have deductibles
acceptable to Landlord.  Notwithstanding
the above, Tenant may self-insure any of its insurance coverage obligations
hereunder so long as Tenant’s net worth is in excess of $150,000,000.00 as
evidenced by annual financial statements or by reports published in accordance
with the Securities Exchange Commission reporting requirements for publicly
traded companies, as computed in accordance with generally accepted accounting
principles. 


 


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Indemnification
-


 


By
Tenant - Tenant hereby waives all claims against Landlord (for
purposes of this Section 11.4.1 only, the term “Landlord” shall include
Landlord, its parent, affiliates and subsidiaries and their directors, agents,
employers, contractors and officers), its directors, agents, employees,
contractors, and officers, and neither Landlord, nor Landlord’s directors,
agents, employees, contractors, and officers nor any other person, firm,
corporation, or other entity having an interest in the Building, shall be
liable for loss, theft, or damage to equipment, furniture, records, and other
property on or about the Premises, for loss or damage to Tenant’s business, or
for death or injury to persons on or about the Premises or the Building, except
to the extent caused by the gross negligence or willful misconduct of Landlord,
its directors, agents, employees, and officers. 
Except in cases involving the gross negligence or intentional misconduct
of Landlord or its directors, agents, employees and officers, Tenant shall
indemnify, defend, and hold harmless Landlord, its directors, agents,
employees, and officers from and against any claims, liability, damage, and
expenses (including, but not limited to, attorneys’ fees, fines, penalties and
court costs) for the loss, theft, or damage to property on or about the
Premises, for death or injury to persons on or about the Premises, or arising
from any breach or default by Tenant in the performance of any obligation of
Tenant under this Lease or arising from the negligence or willful misconduct of
Tenant or its Agents.  Landlord shall not
be liable to Tenant for any negligence or act of any occupant of the Building
or any owner or occupant of any property adjoining the Building.


 


By
Landlord - Landlord shall hold Tenant harmless from any and all
claims by and liability to third persons arising from any act that is due
solely to the gross negligence or willful misconduct of Landlord, its
directors, agents, employees and officers.


 


Mutual Waiver of Subrogation - Landlord shall
cause each insurance policy carried by it insuring the Premises against loss by
fire or any of the casualties covered by extended coverage insurance to be
written in such a manner so as to provide that the insurer waives all tight of
recovery by way of subrogation against Tenant, its Agents, and Tenant’s
subtenants and assignees, and any other person or entity claiming through or
under Tenant, for any loss or damage covered by the policy.  Tenant shall cause each insurance policy
carried by it insuring the Premises as well as the contents thereof, including
inventory, trade fixtures, floor coverings, furniture, and other property
removable by Tenant, and leasehold improvements installed by Tenant against
loss by fire or any of the casualties covered by extended coverage insurance to
be written in such a manner so as to provide that the insurer waives all right
of recovery by way of subrogation against the Landlord, Landlord’s directors,
agents, employees and officers, and against any other person, firm,
corporation, or entity claiming through or under Landlord, including any other
person or entity holding an interest in the Building, for any loss or damage
covered by the policy.  Landlord and
Tenant waive any right of recovery against each other for any loss or damage
caused by fire or any of the casualties covered by extended coverage insurance,
which loss or damage is covered by the insurance policies maintained by the
other party, provided that such policies are not invalidated by the aforesaid
waivers.


 


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CONDEMNATION:  Right to Award  - If any or all of
the Premises are taken by the exercise of any power of eminent domain or are
conveyed to or at the direction of any governmental entity under a threat of
such taking (each a “Condemnation”), Landlord shall be entitled to collect from
the condemning authority thereunder the entire amount of any award made in such
proceeding or as consideration for such deed (including any amount awarded by
order of a court), without deduction therefrom for any leasehold or other
estate held by Tenant by virtue of this Lease. 
Tenant hereby (a) assigns to Landlord all of Tenant’s right, title, and
interest, if any, in and to any such award; (b) waives any right that it may
otherwise have in connection with such Condemnation, against Landlord or such
condemning authority, to any payment for the value of the then unexpired
portion of the Term, leasehold damages, and any damage to or diminution of the
value of Tenant’s leasehold interest, hereunder or any portion of the Premises
not covered by such condemnation; and (c) agrees to execute any further
documents that may be required to facilitate Landlord’s collection of any such
awards.


 


Separate Proceeding by
Tenant  - Subject to the operation and effect of Section
12.1 (Right to Award), Tenant may seek, in a separate proceeding, a separate
award on account of any damages or costs incurred by Tenant as a result of such
Condemnation, so long as such separate award in no way diminishes any award or
payment that Landlord would otherwise receive as a result of such Condemnation.


 


Termination  - If (a) all of the
Premises are covered by a Condemnation, (b) any part of the Premises is covered
by a Condemnation and the remainder thereof is insufficient for the operation
therein of Tenant’s business in the exercise of Landlord’s reasonable judgment,
or (c) any of the Building is covered by a Condemnation and, in Landlord’s
reasonable opinion, it would be impractical to restore the remainder thereof,
then, in any such event, the Term shall terminate on the date on which
possession of so much of the Premises or the Building, as the case may be, as
is covered by such Condemnation is taken by the condemning authority
thereunder, and all rental additional rental and any other payments and charges
payable hereunder shall be prorated and paid to such date.


 


Proration  - If there is a
Condemnation and the Term does not terminate under Section 12.3 (Termination),
the operation and effect of this Lease shall be unaffected by such
Condemnation, except that the Basic Annual Rental, Taxes and Building Expenses
payable under Section 5 (Rent) shall be reduced in proportion to the remaining
square footage of floor area, if any, of the Premises and/or the Real Property
covered by such Condemnation.


 


Non-liability of Landlord
- If there is a Condemnation, Landlord shall have no liability to Tenant on
account of any interruption of Tenant’s business on the Premises, diminution in
Tenant’s ability to use the Premises, or other loss, injury, or damage
sustained by Tenant as a result of such Condemnation.  Except for any separate proceeding brought by
Tenant under Section 12.2 (Separate Proceeding by Tenant), Landlord shall be
entitled to conduct any such condemnation proceeding and any settlement thereof
free of interference from Tenant, and Tenant hereby waives any right that it
might otherwise have to participate therein.


 


ASSIGNMENT AND SUBLETTING:  Tenant may assign this Lease, or sublease all
or any portion of the Premises upon obtaining the prior written consent of Landlord,
which shall not be


 


21





















 


unreasonably withheld, conditioned or delayed.  Tenant shall notify Landlord of any
assignment of this Lease prior to the effective date thereof and of any
sublease of all or any part of the Premises prior to the commencement date
thereof.  In the event of any such
assignment, the Assignee shall assume in writing all of Tenant’s obligations
under this Lease that accrue after the effective date of such assignment, and
Tenant shall provide Landlord with a copy thereof prior to the effective date
of such assignment.  From and after the
date of any assignment of this Lease, (i) Landlord shall provide a duplicate
copy of any notice of default thereafter given to the tenant, to the originally
named Tenant hereunder in accordance with the provisions of this Lease, and
(ii) Landlord shall permit the originally named Tenant to cure such default
within the applicable time period set forth in this Lease.  Notwithstanding the assignment of this Lease,
Tenant shall remain fully liable hereunder; provided, however, that neither
named Tenant or any successor thereto shall be liable for any change,
modification or amendment made to this Lease by any Assignee to the extent by
which such change, modification or amendment increases the liability of “Tenant”
under this Lease, but shall remain liable as to all obligations as though such
increase had not occurred.  If the Lease
is assigned to an entity which, on such date, either alone or in combination
with one or more guarantors of its obligations hereunder (pursuant to a
Guaranty reasonable acceptable to Landlord) has a net worth computed in
accordance with generally accepted accounting principles consistently applied,
equal to at least $100,000,000, then Tenant and its successors shall thereafter
be released from obligations thereafter arising on the part of Tenant to be
performed or observed hereunder.


 


DEFAULT AND REMEDIES:


 


Default of Tenant  - The
following shall constitute events of default (each an “Event of Default”) by
Tenant under this Lease and, in any such event, Landlord shall be entitled to
exercise any remedies provided herein or that may be available at law or in
equity.  An Event of Default shall occur
if:


 


The
Premises shall become vacant or deserted during the Term for a period of more
than thirty (30) consecutive business days other than for reasons beyond the
reasonable control of Tenant;


 


Default
be made in the payment of rental including, but not limited to, additional
rental or any part thereof and such default shall continue for a period of
fifteen (15) days after written notice thereof from Landlord;


 


Tenant
shall fail, within thirty (30) days after receiving any notice of violations
thereof to comply (or if same reasonably cannot be complied with in thirty (30)
days if Tenant fails to commence compliance within thirty (30) days or fails to
complete compliance within a reasonable period thereafter) with any Laws now in
force or that may hereinafter be in force, pertaining to all or any part of the
Premises;


 


Tenant
fails to maintain any insurance coverages that it is required to maintain under
this Lease;


 


Default
be made in the performance of any of the other terms, covenants, and conditions
in this Lease (including, but not limited to, the Rules and Regulations on part
of Tenant to be kept or performed), and


 


22





















 


such default remains uncured for a
period of thirty (30) days after written notice from Landlord that such default
has occurred, provided, however, that such period shall be extended in the
event the cure was diligently commenced and pursued to completion and could not
reasonable have been completed within such thirty (30) days;


 


At any
time during the Term, proceedings shall be commenced by Tenant in bankruptcy or
for reorganization or for the readjustment of debts under the Bankruptcy Code
or under any other Law, now or hereafter existing for the relief of debtors, or
a receiver or trustee is appointed for Tenant or for any substantial part of
its assets, or any proceeding is commenced for dissolution, or the full or
partial liquidation, of Tenant, or Tenant makes an assignment for the benefit
of its creditors.


 


Remedies of Landlord  - On an
Event of Default, Landlord may, at its election, after any applicable grace
period provided to Tenant herein, without further notice, with or without
terminating this Lease, terminate Tenant’s right to possession of the Premises
and right to enter the Building, and Tenant shall then quit and surrender the
entire Premises to Landlord, but Tenant shall remain liable as provided in this
Lease.  Landlord or its agents and
employees may, lawfully without notice, re-enter the Premises and remove all
persons and contents therefrom.  Tenant
shall pay as additional rental at the same time as the rental becomes payable
under these terms hereof a sum equivalent to the rental and additional rental
reserved herein, and Landlord shall have the right, but not the obligation, to
relet the Premises or any part or parts thereof in the name of Landlord or
otherwise, for a term or terms that may at Landlord’s option be less than or
exceed the period that would otherwise have constituted the balance of the
Term.  If the Premises or any part or
parts thereof are relet by Landlord, Tenant shall nevertheless remain liable
for any deficiency between the rental and additional rental reserved herein or
covenanted to be paid and any proceeds of such reletting, after deducting from
such proceeds all expenses incurred by Landlord in connection with repossession
and reletting, including, but not limited to, legal expenses, attorneys’ fees,
brokerage commissions, and expenses of keeping the Premises in good order and
preparing and altering the same for reletting. 
Tenant shall not be entitled to any excess rental above that covenanted
to be paid by Tenant under this Lease. 
The failure or refusal of Landlord to relet the Premises or any part
thereof shall not release or affect Tenant’s liability hereunder.  Any sums due to Landlord shall be paid in
monthly installments by Tenant on the rent day specified in this Lease and any
suit brought to collect on the amount due for any month shall not prejudice in
any way the rights of Landlord to collect any due for any subsequent month.  Landlord may, at its option, make
commercially reasonable alterations, repairs, and replacements to the Premises
and paint the Premises as Landlord may consider advisable to relet the Premises
or any part thereof and the making of such alterations, repairs, and
replacements and the painting shall not be construed as releasing Tenant from
liability hereunder.  The cost of making
such alterations, repairs, and replacements and painting shall be at the
expense of Tenant, and shall constitute additional rental under this Lease; but
shall not exceed an amount equal to Landlord’s then building standard.  Notwithstanding anything here to the
contrary, Landlord agrees that within a reasonable time following the exercise
of its remedies after an Event of Default, Landlord shall list the Premises
with a broker, make the Premises available for viewing by prospective tenants
and take reasonable actions to mitigate the damages of Tenant.


 


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Right to Terminate Lease
- On an Event of Default, Landlord shall have the option, after notice to
Tenant, to terminate this Lease and the Term shall immediately expire and come
to an end and Tenant shall then quit and surrender the entire Premises to
Landlord and Landlord or its agents and employees may, lawfully without further
notice, re-enter the Premises and remove all persons and contents
therefrom.  Tenant shall nevertheless
remain liable on all of the terms of this Lease and shall reimburse Landlord
for all expenses incurred by Landlord for repossessing and reletting all or any
portion of the Premises, including, but not limited to, legal expenses,
attorneys’ fees, brokerage commissions, and expenses of keeping the Premises in
good order and preparing and altering the same for reletting.


 


Non-Exclusive Remedies
- Any mention in this Lease of any particular remedy shall not preclude
Landlord from exercising or pursuing any remedy in law or in equity.  Election by Landlord of its right to
terminate possession of the Premises and Building by Tenant shall not preclude
Landlord from subsequently exercising its right to terminate this Lease.  Tenant hereby waives any rights of redemption
granted by or under any present or future Laws. 
In the event of the termination of this Lease pursuant to this Section,
Landlord shall forthwith notwithstanding any other contrary provisions of this
Lease, be entitled to recover from Tenant as actual damages an amount equal to
the difference between the rental and additional rental reserved in this Lease
for the unexpired portion of the then Term leased and the then fair and
reasonable rental value of the Premises for the same period.  Such amount shall be discounted to the date
payable to present worth at a discount rate equal to five (5) percentage points
above the discount rate then in effect, at the Federal Reserve Bank located
nearest to the Premises.  These
provisions shall not limit or prejudice the rights of Landlord to prove and
obtain as damages by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time such damages are
proved, regardless of whether such amount be greater than the amount of the
deficiency referred to above.


 


Cure by Landlord
- If an Event of Default occurs, Landlord shall have the immediate right, in
addition to all rights and remedies outlined in this Section 14.2 (Remedies),
after thirty (30) days prior written notice to Tenant and its failure to cure
within said period, to cure the Event of Default for the account of and at the
cost and expense of Tenant, and the full amount so expended by Landlord, plus
interest thereon at the annual rate equal to two percent (2%) above the then
current present rate announced by Mercantile Safe Deposit & Trust Company,
shall immediately be due and owing by Tenant to Landlord as additional rental
hereunder.  Landlord’s cure of the Event
of Default shall not cure Tenant’s Event of Default.


 


Landlord Default - If Tenant
believes that Landlord has breached or failed to comply with any provision of
this Lease applicable to Landlord, Tenant shall give written notice to Landlord
describing the alleged breach or non-compliance.  Landlord will not be deemed in default under
this Lease if Landlord cures the breach or non-compliance within fifteen (15)
days after receipt of Tenant’s notice or, if the same cannot reasonably be
cured within such fifteen (15) day period, if Landlord in good faith commences
to cure such breach or non-compliance within such period and then diligently
pursues the cure to completion.  Tenant
also will send a copy of such notice to the holder of any Mortgage of whom
Tenant has been notified in writing and such holder also will have the right to
cure the breach or non-compliance within the period of time described
above.  Without modifying the cure period
set forth above, Landlord and any Mortgagee will use commercially reasonable
efforts to remedy any breach or failure to comply with this Lease that
adversely affects Tenant’s use or access to the Premises as soon as possible.


 


Tenant’s Remedies - Time shall be of
the essence hereof.  If Landlord breaches
or fails to comply with any provision of this Lease applicable to Landlord, and
such breach or non-compliance is not cured within the


 


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period of time described
in Section 14.3 hereof, then Tenant may exercise any right or remedy available
to Tenant at law or in equity expressly including, but not by way of
limitation, the right to cure any such defaults for the account of and at the
cost and expense of Landlord, and the full amount so expended by Tenant, plus
interest thereon at the annual rate equal to 2% above the then current prime
rate announced by Mercantile Safe Deposit and Trust Company immediately shall
be due and owing by Landlord to Tenant and upon the failure of Landlord to make
payment thereof within ten (10) days after written request therefore, Tenant
shall have the right to offset the same against any rental hereafter falling
due.


 


LANDLORD’S RIGHT OF ENTRY:  Landlord shall have the right, without
abatement of rent, after reasonable prior written notice, but only with a
representative of Tenant unless Tenant agrees otherwise, in each instance, to
enter the Premises at any hour to examine the same, or to make such repairs and
alterations as Landlord shall deem necessary (including, but not limited to,
the installation of pipes, ducts, conduits, wires, appurtenant fixtures, and
mechanical systems to serve other tenants or the Common Area of the Building)
and also to exhibit the Premises to be let. 
If, during the last month of the Term, Tenant shall have removed all or
substantially all of its property therefrom Landlord may immediately enter and
alter, renovate, and redecorate the Premises, without elimination or abatement
of rent, or incurring liability to Tenant for any compensation, and such acts
shall have no effect on this Lease. 
Nothing herein contained, however, shall be deemed or construed to
impose on Landlord any obligation, responsibility, or liability whatsoever, for
the care, supervision, or repair of all or any part of the Building, other than
as herein elsewhere expressly provided. 
Landlord shall also have the right at any time, without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, but only with Tenants’ prior written consent
which may not be unreasonably withheld or delayed provided same does not
adversely affect Tenant’s use and enjoyment of the Real Property, to change the
arrangement and/or location of entrances or passageways, doors and doorways,
and corridors, stairs, toilets, elevators, or other public parts of the
Building and any other rental spaces in the Building other than the Premises.


 


MECHANICS’ LIENS:  Tenant shall not permit, and shall indemnify,
defend, and hold harmless Landlord for any mechanics’ or materialmen’s liens
against the Premises or any part thereof, arising through Tenant, or any person
furnishing work, labor, services, or materials to the Premises or to fixtures
located thereon, and claiming directly or indirectly through or under Tenant,
or through or under any act or omission of Tenant; provided, however, that if
such a mechanics’ or materialmen’s lien is established against the Premises
arising out of a bona fide dispute with the subcontractor or supplier making
claim for same, the establishing of such a lien shall not be deemed a
breach  hereunder, so long as Tenant
posts an adequate bond for the amount of such lien or otherwise posts monies,
which amounts are sufficient to release the Premises from the lien.


 


SUBORDINATION, ATTORNMENT:


 


Subordination  - If requested by
Landlord, Tenant shall, at any time hereafter, on request, execute any
instruments, leases, or other documents that may be reasonably required by any
holder of a Mortgage, or by Landlord to subject or subordinate this Lease and
the tenancy created hereunder to the lien, operation, and effect of any such
Mortgage created after the date hereof; provided, however, that every such
Mortgagee shall grant nondisturbance to Tenant on such terms reasonably
required by Tenant to recognize, inter alia,
the validity of this Lease in the event of a foreclosure of Landlord’s interest
and also Tenant’s right to remain in occupancy of


 


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and have access to the
Premises as long as no Tenant Event of Default has occurred and is
continuing.  Tenant shall execute such
instruments, releases or documents within ten (10) business days of Landlord’s
written request therefor.  If Tenant
fails to do so, Landlord shall issue a second written request and Tenant’s
failure to so execute any such instruments, releases, or documents within ten
(10) days of the second written request therefor shall constitute an Event of
Default.  Tenant acknowledges the right
of the holder of any Mortgage on all or any part of the Building, whether
presently existing or hereafter created, to subordinate the lien, operation,
and effect of all or any portion of the Mortgage to this Lease provided such
holder grants Tenant a non-disturbance agreement as aforesaid in connection
with such subordination.  On not less
than ten (10) days notice, Tenant shall execute, acknowledge, and deliver to
such holder Tenant’s agreement to such a subordination in such form as such
holder may reasonably require.


 


Attornment  - On any termination
of Landlord’s interest in the Premises, (whether through foreclosure of a
Mortgage or otherwise), Tenant shall, on request, attorn to the person or
organization then holding title to the reversion of the Premises (the “Successor”)
and to all subsequent Successors, and will pay to the Successor all of the
rents and other monies required to be paid by Tenant hereunder and perform all
of the other terms, covenants, conditions, and obligations on its part in this
Lease contained.


 


ESTOPPEL CERTIFICATE:  Tenant or Landlord shall from time to time,
upon request of Landlord or Tenant or any other person, firm, corporation, or
other entity having an interest in the Premises, deliver or cause to be
delivered to each other or such other person, within ten (10) days from the
date of demand, without charge, a written statement, duly executed and
acknowledged, certifying (a) that this Lease is valid and subsisting,
unmodified, and in full force and effect as of the date of such certification
(or, if there has been any modification thereof, that it is in full force and
effect as so modified, stating therein the nature of such modification), (b)
that Landlord is not in default under any of the terms of this Lease, or if
Landlord is in default, the exact nature of such default, (c)that Tenant has
accepted possession of the Premises, and the Commencement Date, (d) that Tenant
is not in default under any of the terms of this Lease (except as may be expressly
set forth by Tenant as a qualification of such certification), (e) the date
through which all rents hereunder have been paid, (f) the amount of any prepaid
rents under this Lease, and (g) as to any other fact or condition reasonably
requested by Landlord, Tenant, any Mortgagee of the Building or prospective
Mortgagee or purchaser of all or any of the Premises or the Building or any
assignee or prospective assignee of any interest of Landlord or Tenant under
this Lease.


 


NOTICES:  Any notices required or permitted to be given
under this Lease shall be in writing and may be delivered personally or by
certified mail return receipt requested, to Landlord at its office at the
address set forth in Section 1.1 (Landlord’s Address) and to Tenant at the Premises.  Any notice given by mail shall be deemed
received one (1) day after the date such notice and the required copies are
mailed as provided in this Section.


 


SIGNAGE, BUILDING NAME AND
DIRECTORY:


 


Building Name  - Landlord
covenants and agrees that so long as Tenant or any successor thereto shall be
in possession of the Premises and is occupying at least 100,000 square


 


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feet therein, the
Building shall be known as The Mercantile Bank and Trust Building or such other
name as Tenant or any successor or assign of Tenant shall elect and the
Building shall be so referred to in any signage or media relating to the
Building, and during such period, Landlord shall not be permitted to change the
name of the Building.


 


Exterior Signage  - Landlord
herewith confirms, consents and agrees that all existing signage on the
exterior of the Building which identifies the Tenant by its name and/or its
logo shall be permitted to remain and shall not be modified, removed or obstructed
without the prior written approval of Tenant, which may be granted or withheld
in the sole discretion of Tenant. 
Furthermore, Landlord shall not be permitted to install any additional
exterior signs without the prior written approval of Tenant which may be
granted or withheld in the sole discretion of Tenant.  Tenant, provided it restores any damage
caused thereby shall have the right to change, alter or modify all of such
existing exterior signage, with Landlord’s consent, not to be unreasonably withheld.


 


Interior Signage  - Landlord
herewith approves all of the existing interior signage which identifies Tenant
by its name or logo and agrees that same may not be removed by Landlord or in
any manner obstructed by Landlord without the prior written approval of Tenant,
which may be granted or withheld in Tenant’s sole discretion.  Tenant, provided it restores any damage
caused thereby, shall have the right to change, alter or modify all of such
existing interior signage, with Landlord’s consent, not to be unreasonably
withheld..


 


Building Directory  - Landlord
currently maintains and operates a Building directory in the lobby of the
Building.  Landlord agrees that during
the term, Tenant shall be entitled to the same number of listings thereon as
Tenant currently utilizes.  In addition,
in the event Tenant shall lease additional space from Landlord in the Building
pursuant to Sections 21 or 22 hereof, or otherwise Tenant shall be permitted to
add such additional lines for listing as Tenant reasonably shall request in
conjunction therewith.


 


TENANT’S EXPANSION RIGHTS:  Landlord has advised Tenant that effective as
of January 1, 2005, the lease (“RFS Lease”) between Landlord and Reznick,
Fedder and Silverman (“RFS”) of the entire 21st floor and
approximately 5,365 square feet of space on the 20th floor and
approximately 5,482 square feet of space on the 11th floor
(collectively “Expansion Space”) may become available.  Subject to that availability, Landlord
herewith rents unto Tenant the Expansion Space described in Exhibit A at and for the rental described
in Exhibit B hereof and all of
said Expansion Space, effective as of the date of the delivery thereof as
required hereunder to Tenant, in each instance will be deemed part of the
Premises and subject to the terms and conditions of this Lease.  Landlord will deliver the Expansion Space to
Tenant in the condition which RFS is obligated to return the space to Landlord
under the terms of the RFS Lease, and otherwise in its then current “AS IS”
condition.  The term of Tenant’s Lease of
the Expansion Space shall commence on the date on which Landlord shall deliver
such space to Tenant, and shall be co-terminus with the Term of this Lease and
although Landlord shall not be responsible for any delays in the delivery
thereof caused or occasioned by RFS’s holdover of the space, Landlord shall
deliver the Expansion Space to Tenant as promptly as reasonably possible.  In the event RFS is obligated to deliver the
Expansion Space to Landlord as of January 1, 2005, but fails to do so, Landlord
agrees that it shall promptly pursue RFS to recapture possession of the


 


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Expansion Space and for all holdover rent as set forth in the RFS Lease
and all such holdover rent in excess of the rent due from RFS but for holdover
will be paid to Tenant for the inconvenience caused by such delay in delivery
of the Expansion Space.  In the event
that RFS shall fail to terminate its lease of the Expansion Space effective as
January 1, 2005, Landlord and Tenant each herewith covenant and agree that upon
the termination date of the current term of the RFS Lease pursuant to its terms
(September 30, 2007, or on such earlier date as the same may be terminated),
Landlord herewith agrees to lease to Tenant and Tenant herewith agrees to lease
from Landlord all of the Expansion Space in the condition which RFS is
obligated to return the space to Landlord under the terms of the RFS Lease, and
otherwise in its then current “AS IS” condition.  In such event, the term shall be co-terminus
with the Term of this Lease, the Basic Annual Rent shall be as established
under Exhibit B hereto and all
other terms and conditions of this Lease shall be applicable thereto save and
except that the Base Year for Taxes and the Base Year for Building Expenses
will be the then current fiscal tax year, or calendar year, as the case may be,
during which the Expansion Space is delivered to Tenant.


 


FIRST REFUSAL:  If Landlord, at any time during the Term of
this Lease, receives an offer (“Offer”) in the form of a written and executed “Letter
of Intent” or “Proposal Letter”, acceptable to the Landlord, from third parties
to lease any space within the Building that becomes vacant and which space
Landlord otherwise is not committed to lease to an existing tenant within the
Building under lease existing as of the date hereof, Landlord will notify
Tenant in writing and include in such notice the business terms of such
Offer.  Tenant will have ten (10)
business days from and after the date of its receipt of such notice from
Landlord in which to elect by notice to Landlord to lease such space for the
consideration and on the terms contained in the Offer.  If Tenant elects to exercise this right of
first refusal, Landlord and Tenant will amend this Lease to include such
additional space on the terms stated in the Offer.  The execution of the Lease Amendment will
take place on or before the later of (a) the applicable commencement date set
forth in the Offer or (b) fifteen (15) days after the date that Landlord
receives Tenant’s acceptance notice.  If
Tenant fails to deliver its acceptance notice within such ten (10) business day
period, Tenant shall be deemed to have rejected the Offer and thereafter
Landlord shall be free to lease the space subject to the Offer to the
prospective tenant upon economic terms substantially similar to those contained
in the Offer at any time after expiration of such ten (10) business day
period.  Tenant’s right of first refusal
will be deemed a continuing right throughout the term and will apply to all
space which becomes vacant within the Building. 
In the event Tenant elects to lease the space, then notwithstanding the
term set forth in the Offer, the term for such space will be co-terminus with
the Term of this Lease.


 


MISCELLANEOUS:


 


Waivers  - The acceptance of rent
or other payments by Landlord, or the endorsement or statement on any check or
any letter accompanying any check for rent or other payment shall not be deemed
an accord or satisfaction or waiver of any obligation of Tenant regardless of
whether Landlord had knowledge of any breach of such obligation.  Neither failure to insist on compliance with
any of the terms, covenants, or conditions, nor any waiver or relinquishment of
any right or power hereunder, at any one time or more times, shall be deemed a
waiver or relinquishment of such rights and power at any other time or times or
under any other circumstances.


 


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Definition of Landlord  - As used
herein, the term “Landlord” shall mean the entity hereinabove named as such,
and its successors and assigns (each of whom shall have the same rights,
remedies, powers, authorities, and privileges as it would have had, had it
originally signed this Lease as Landlord). 
No person holding Landlord’s interest hereunder (regardless of whether
such person is named as “Landlord” herein) shall have any liability hereunder
after such person ceases to hold such interest, except for any such liability
accruing while such person holds such interest. 
Neither Landlord nor any principal of Landlord, whether disclosed or
undisclosed, shall have any personal liability under any provision of this
Lease.  If Landlord defaults in the
performance of any of its obligations hereunder or otherwise, Tenant shall look
solely to Landlord’s equity, interest, and rights in the Real Property for
satisfaction of Tenant’s remedies on account thereof.


 


Entire Agreement - This Lease,
including any exhibits and addenda, contains all of the terms and conditions
agreed on by Landlord and Tenant for the Premises and the Building.  All prior negotiations, correspondence, and
agreements are superseded by this Lease and any other contemporaneous
documents.  As of the date hereof, all
prior leases and agreements between Landlord and Tenant are terminated.  No officer or employee of any party has any
authority to make any representation or promise not set forth in this Lease and
other contemporaneous documents, and each of the parties hereto agrees that it
has not executed this Lease in reliance on any representations or promise not
set forth in this Lease or such contemporaneous documents.  This Lease may not be modified or changed
except by written instrument signed by Landlord and Tenant.  Notwithstanding the foregoing, if in
connection with obtaining construction, interim, or permanent financing for the
Building, the lender shall request reasonable modifications in this Lease as a
condition to such financing, Tenant shall not unreasonably withhold, delay, or
defer its consent therefor, provided that such modifications do not increase
the obligations of Tenant hereunder or materially adversely affect the
leasehold interest hereby created or Tenant’s rights hereunder.


 


Covenant to Survive  - If any
covenants or obligations are yet to be performed by Tenant as of the date of
expiration or other termination of this Lease, regardless of whether they are
then known or determined, including, but not limited to, the payment of
escalation of Taxes and Building Expenses and of other rents accruing under
this Lease as of such date, such covenants and obligations shall survive the
expiration or other termination of this Lease.


 


Applicable Law  - This Lease
shall be given effect and construed by application of Maryland law, without
regard to principles of conflict of laws. 
Any action or proceeding arising hereunder shall be brought in the
courts of Maryland; provided, however, that if any such action or proceeding
arises under the Constitution, laws or treaties of the United States of
America, or if there is a diversity of citizenship between the parties thereto,
so that it is to be brought in a United States District Court, it shall be
brought in the United States District Court for the Northern District of
Maryland.


 


Time of Essence  - Time is of the
essence in every particular, and particularly where the obligation to pay money
is involved.


 


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Brokers  - Tenant represents and
warrants to Landlord that Tenant has not had dealings with any broker or finder
in locating the Premises and that it knows of no other person who is or might
be entitled to a commission, finder’s fee, or other like payment in connection
herewith and does hereby indemnify, defend, and agree to hold Landlord harmless
from and against all claims, liabilities, and expenses that Landlord may incur
should such representation and warranty be incorrect.  Landlord agrees to indemnify and hold Tenant
harmless from any claims of liability to any broker or other person arising out
of or relating to any agreement by Landlord to pay a brokerage commission,
finder’s fee, or like payment to such broker or such person relating to the
leasing of the Premises, provided, however, that Landlord shall not be
obligated to Tenant for any claims or liability to any broker or other person
with whom Tenant has had any dealings concerning the Building whose identity
Tenant has failed to disclose to Landlord as required by this Section.


 


Captions  - All headings anywhere
contained in this Lease are intended for convenience of reference only and are
not to be deemed or taken as a summary of the provisions to which they pertain
or as a construction thereof.


 


Severability  - If any term or
provision of this Lease or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Lease or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Lease shall
be valid and enforced to the fullest extent permitted by Law.


 


Recordation  - If at any time
Landlord or any Mortgagee of Landlord’s interest in the Premises shall require
the recordation of this Lease, such recordation shall be at Landlord’s
expense.  If at any time Tenant shall
desire the recordation of this Lease, such recordation shall be permitted at
Tenant’s expense and after fifteen (15) days written notice of intended
recordation to Landlord.  If the
recordation of this Lease shall be required by any valid governmental order, or
if any governmental authority having jurisdiction in the matter shall assess
and be entitled to correct recordation and transfer taxes on this Lease, Tenant
shall execute such acknowledgments as may be necessary to effect such
recordation, and pay as additional rent, on Landlord’s request, an recording
fees and recordation and transfer taxes payable on, or in connection with, this
Lease or such recordation.


 


Construction  - As used herein
the term “person” shall mean a natural person, a trustee, a corporation, a
partnership, a limited liability company, and any other form of legal entity;
and all reference made (a) in the neuter, masculine, or feminine gender shall
be deemed to have been made in all such genders, (b) in the singular or plural
number shall be deemed to have been made, respectively, in the plural or
singular number as well, and (c) to any section, paragraph, or subparagraph
shall unless therein expressly indicated to the contrary, be deemed to have
been to such section, paragraph, or subparagraph of this Lease..


 


Tenant as Corporation  - If
Tenant executes this Lease as a corporation, then Tenant and the persons
executing this Lease on behalf of Tenant represent and warrant that the
individuals executing this Lease on Tenant’s behalf are duly authorized to
execute and deliver this Lease on its behalf in accordance with a duly adopted
resolution of the board of directors of


 


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Tenant, a copy of which
is to be delivered to Landlord on execution hereof, and in accordance with the
By-Laws of Tenant and that this Lease is binding on Tenant in accordance with
its terms.


 


Indemnification  - In each
instance in this Lease that either party agrees to indemnify, defend, and hold
the other harmless, (a) such indemnification shall be against any and all
liabilities, claims, fines, damages, costs, expenses, and fees, including
attorneys’ fees, causes of action and judgments and executions thereon, of any
kind and nature, and (b) such defense counsel shall be acceptable to such party
in all respects.


 


Merger  - There shall be no
merger of this Lease or of the leasehold estate hereby created with the fee
estate in the Premises or any part thereof because the same person, firm,
corporation, or other legal entity may acquire or hold, directly or indirectly,
this Lease or the leasehold estate and the fee estate in the Premises or any
interest in such fee estate without the prior written consent of the Mortgagee.


 


Transfer by Landlord  - Landlord
may transfer its interest in the Premises and this Lease without the consent of
Tenant, at any time and from time to time. 
Landlord and its successors shall be relieved of their obligation to
refund security deposits and other funds to Tenant that they have received from
Tenant or a predecessor Landlord only to the extent they transfer such amounts
to their respective transferees. 
Landlord may lease any portion of the Building to others on such terms
and for such purposes as Landlord considers appropriate and may terminate or
modify leases with others for any portion of the Building without obligation to
Tenant and without relieving Tenant of any obligation under this Lease..


 


Inability to Perform  - Except as
may otherwise be provided in this Lease, no conduct or act or failure to act on
the part of either the Landlord or the Tenant, and no failure to perform any
covenant condition or provision of this Lease on the part of either Landlord or
Tenant to be performed shall constitute a default hereunder if such conduct or
act, or failure to act or perform was due to causes beyond the control of
Landlord or Tenant, as the case may be, including any conduct or act, or
failure to act or perform caused by or resulting from act of god or a public
enemy, strike, lockout, other labor dispute or disturbance, riot or civil
commotion, fire or other casualty, or other similar event.  Nothing in this subsection 23.16 shall be
construed to prevent any abatement of rent to which the Tenant would be
entitled under any other provision of this Lease.  This Subsection 23.16 shall not be construed
to excuse Tenant from paying when due the rent, additional rent and all sums due
from Tenant to Landlord except as may be expressly set forth herein.


 


WAIVER OF JURY TRIAL  - LANDLORD
AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THEY
OR ANY OF THEM MAY BE A PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THIS
LEASE.  IT IS UNDERSTOOD THAT THIS WAIVER
CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH
ACTIONS OR PROCEEDINGS.  THIS WAIVER IS
KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE BY LANDLORD AND TENANT, AND EACH
PARTY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY
ANY INDIVIDUAL


 


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TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  LANDLORD AND TENANT ACKNOWLEDGE AND AGREE
THAT THIS PROVISION IS A SPECIFIC AND MATERIAL ASPECT OF THIS LEASE.  LANDLORD AND TENANT EACH REPRESENT THAT IT
HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE
SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, AND THAT IT HAS HAD AN OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.


 


ADDITIONAL RIGHTS OF TENANT: - Landlord recognizes that as a result of this Lease, Tenant will lease
from Landlord approximately fifty percent (50%) of the Building and will be the
prime Tenant therein.  Landlord further
recognizes that Tenant will be using the Premises as the headquarters for its
banking operations and that in addition to the other rights of Tenant herein
before set forth, Tenant requires certain additional rights and amenities with
respect to the Premises.  For and as
additional consideration for Tenant entering into this Lease, Landlord
covenants and agrees that during and throughout the Term of this Lease, Tenant
shall have the following additional rights.


 


Building Cafeteria - Landlord
recognizes that a cafeteria currently is located in the lower level of the
Building for the primary use of tenants in the Building.  Landlord covenants and agrees to take all
reasonable efforts to cause a cafeteria or other restaurant of comparable size
and quality to operate within the Building for the benefit of tenants therein
for duration of the term of its agreement dated March 3, 2004, as amended
November   , 2004, (“Agreement”) with Jeb Brownstein trading as
Hopkins Plaza Deli as the operator, and which runs until March 2, 2006,
with the operator having a right of extension thereof through March 2,
2008.  Notwithstanding the above, upon
termination of the Agreement, whether as a result of the expiration or early
termination thereof, Tenant shall have the right to lease such space from
Landlord for cafeteria or restaurant use only within thirty (30) days after
written notice of the availability thereof from Landlord, with the term thereof
to be coextensive with the term of this Lease for a Basic Annual Rental of
$1.00, and with Tenant to be responsible for all of the maintenance, repairs
and replacements to such space and the equipment thereon, and for payment for
utilities, cleaning, housekeeping and janitorial services, including all
kitchen equipment and the provision of all insurance and permits for the
operation thereof.


 


Lobby Shop - Landlord recognizes
that a lobby shop currently is located in the lobby of the Building for the
primary use of tenants in the Building. 
Landlord covenants and agrees to take all reasonable efforts to cause a
lobby shop or other shop of comparable size and quality to operate within the
Building for the benefit of tenants therein for duration of the Term of this
Lease.


 


Main Lobby  - Landlord recognizes
that the use, appearance and operation of the first floor lobby of the Office
Building is critical to the business, security and image of the Tenant.  In furtherance thereof, Landlord agrees that
it shall comply with all reasonable requests of Tenant for maintenance, repair,
replacements, decorations, esthetic appearance, access and security and that it
will make only such modifications to the main lobby with regard to any or all
of such matters as shall have been approved in advance in writing by Tenant
which approval shall not be unreasonably withheld or delayed so long as such
modifications do not adversely affect Tenant’s identity, image, or use of the
Premises.  It further is understood and
agreed that Tenant expressly reserves the right to use the main lobby and the lower
level lobby for displays, as a museum area and for public and private events
subject to reasonable rules and regulations as may be adopted from time to time
by Landlord with the reasonable approval of Tenant.


 


Roof Antenna - Landlord recognizes
that Tenant currently has installed certain rooftop antennae on the office
tower and the pavilion.  Tenant shall
have the right to (a) continue such usage for so long as Tenant shall desire,
and (b) expand its communications facilities for its own use so long as same
does not impair the


 


32





















 


structural integrity of
the roof or the Building, and Landlord agrees that it will not permit any other
rooftop communication facilities or usage which interferes with the use by
Tenant of the roof for communications purposes.


 


Chases, Ducts, Conduits
and Wires - Landlord recognizes that Tenant currently is
using certain chases, ducts, conduits and wires to provide mechanical,
electrical and communications systems (collectively “Systems”) to its
Premises.  Landlord covenants and agrees
that (a) as to those Systems which Tenant currently is sharing the use of with
others, Tenant shall have the continued and uninterrupted use thereof in common
with others; and (b) as to those Systems which Tenant is using exclusively,
Tenant shall have the continued exclusive right to the use of same.


 


Flagpole - Tenant shall have the
right in its sole and absolute discretion, to continue the use of the existing
flagpole on the Building for the display of Tenant’s flag and such other flags
as Tenant reasonably elects to display in its sole discretion.  Landlord agrees not to erect any additional
flagpoles on the Building unless requested by Tenant for Tenant’s use or unless
approved by Tenant.  Landlord agrees, but
at the sole cost of Tenant, that it shall be responsible for all maintenance,
repair and replacement of the flagpoles and for the hanging and display of
Tenant’s flags on such schedule as reasonably may be adopted by Tenant and
provided in writing to Landlord from time to time.


 


Preventive Maintenance
Program - Landlord expressly covenants and agrees that the
Preventive Maintenance Program utilized within the Building is consistent with
standards for same as reasonably required by Tenant.  In the event such system fails to meet
standards comparable to the services provided at other bank headquartered and
anchored Class A office buildings in downtown Baltimore.


 


Building Security - In addition to
and not in limitation of the standards set forth in Section 8.8 hereof,
Landlord covenants and agrees that (a) it will coordinate all security systems
and policies and procedures for the Building and all of the components thereof
with Tenant so as to assure that security and life safety systems shall be in
place and operating at all times in a manner comparable to the services
provided at other bank headquartered and anchored Class A office buildings in
downtown Baltimore; (b) it shall provide such additional security and life
safety systems for the main lobby and the Building at its expense.  Additionally, Tenant shall have the right, at
its expense, to undertake, install and use such security and life safety
systems (a) within its Premises as Tenant deems appropriate, and (b) within the
Common Areas of the Building, in addition to those required of Landlord
hereunder, as approved by the Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed.


 


ATM - Landlord covenants and agrees
that Tenant shall have the right, in its sole discretion, to operate within the
first floor lobby and elsewhere within the Building, an ATM system and any
successor system thereto provided that the installation, maintenance, repair
and security therefore shall be at the sole risk of Tenant.


 


Tenant Exclusive - Landlord
covenants and agrees that during the Term of this Lease, Landlord shall not
permit or suffer any tenant, licensee or occupant of the Building to use the
Building, any part thereof, or the real property (other than Tenant or a tenant
under a lease existing as of this date where such use expressly is permitted)
for (a) the operation of a bank or banking operations (b) for the provision of
commercial and retail banking, lending and brokerage services, trust services,
and any comparable type services not currently in usage but hereafter adopted
and (c) for the use of an ATM or other comparable machine or service, which
exclusive is of the essence of this Lease to Tenant.  Notwithstanding the above, if Tenant abandons
any exclusive use for a continuing period of more than one (1) year,
Landlord thereafter may cancel the exclusive on the abandoned usage at any time
thereafter by written notice to Tenant prior to resumption of such use by
Tenant.


 


 


[SIGNATURES
CONTAINED ON NEXT PAGE]


 


33





















 


IN WITNESS WHEREOF, the
parties hereto have executed this Lease duly attested on the date first above
written with the specific intention of creating a document under seal.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
  WITNESS:

  	
  MBC REALTY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
  WITNESS:

  	
  MERCANTILE-SAFE DEPOSIT
  AND

  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


34





















 


EXHIBIT
A


 


DESCRIPTION OF
PRIME OFFICE SPACE


(See attached
page)


 


A-1





















 


EXHIBIT
A-1


 


DESCRIPTION OF
BACK OFFICE SPACE


(See attached
page)


 


A-1-1





















 


EXHIBIT
A-2


 


DESCRIPTION OF
STORAGE SPACE


(See attached
page)


 


A-2-1





















 


EXHIBIT
B


 


BASIC ANNUAL RENT
OFFICE SPACE


(See attached
page)


 


B-1





















 


EXHIBIT
B-1


(See attached
page)


 


B-1-1





















 


EXHIBIT
B-2


(See attached
page)


 


B-2-1





















 


EXHIBIT
C


 


RULES AND
REGULATIONS


 


1.             Tenant shall not obstruct or permit its Agents to
obstruct, in any way, the sidewalks, entry passages, corridors, halls, ramps,
stairways or elevators of the Building, or use the same in any other way than
as a means of passage to and from the Premises; smoke in the elevators; throw
substances of any kind down the passages of or out of the Building, or in the halls
or passageways.


 


2.             Water closets, urinals, and all plumbing shall not be
used for any purpose other than those for which they were constructed; and no
sweepings, rubbish, ashes, newspaper, or any other substances of any kind shall
be thrown into them.


 


3.             Landlord shall have the right, within reasonable
limitations, to prescribe the weight, size, and position of all safes and other
bulky or heavy equipment and all freight brought into the Building by any
tenant; and also the times of moving the same in and out of the Building; and
all such moving must be done under the supervision of the Landlord.


 


4.             No bicycle, vehicles, or animals (except seeing eye
dogs) of any kind shall be brought into or kept in or about the Premises.


 


5.             The requests for services by Tenant will be attended to
only on application at the office of the Building Manager.   Employees of Landlord shall not perform any
work for Tenant or do anything outside of their regular duties, unless under special
instructions from the office of Landlord.


 


6.             No contract of any kind with any supplier, including
suppliers of towels, water, ice, toilet articles, waxing, rug shampooing,
venetian blind washing, furniture polishing, lamp servicing, cleaning of
electrical fixtures, and removal of waste paper, rubbish, or garbage, or other
like service shall be entered into by Tenant, nor shall any vending machine of
any kind be installed by or on behalf of the Tenant, in the Building, without
prior written consent of Landlord, which consent shall not be unreasonable
withheld or delayed.


 


7.             Tenant shall not employ any person or persons for the
purpose of cleaning the Premises, without the prior written consent of
Landlord, and then only such janitor contractor or employees satisfactory to
Landlord, who shall be subject to Landlord’s supervision, but at Tenant’s sole
expense and responsibility.  Landlord
shall not be responsible to Tenant for any loss of property from the Premises
however occurring, or for any damage done to the effects of Tenant by such janitors
or any of its employees, or by any other person or any other cause.


 


8.             Tenant shall not make any unusual noises in the
Building; permit to be played any musical instrument in the Premises, permit to
be played any radio, television, recorded or wired music in such a loud manner
as to disturb or annoy other tenants; or permit any unusual odors to be
produced on the Premises.


 


C-1





















 


9.             Landlord shall endeavor to prevent canvassing,
soliciting, and peddling in the Building and Tenant shall cooperate to prevent
the same.


 


10.           There shall not be used in the
Premises or in the Building, either by Tenant or by others for or on the Tenant’s
behalf in the delivery or receipt of merchandise, and hand trucks except those
that comply with Landlord’s requirements and no hand trucks will be allowed in
public passenger elevators.


 


11.           Before closing and leaving the
Premises at the end of each day, Tenant shall ensure that all entrance doors to
the Premises are locked.  No additional
lock or locks or similar devices shall be placed by Tenant or any duplicate key
made.  Tenant shall not change any
locks.  Keys to doors and washrooms shall
be returned to Landlord at the termination of the tenancy, and, in the event of
loss of any keys furnished, Tenant shall pay Landlord the cost thereof.


 


12.           The windows, doors, partitions and
lights that reflect or admit light into the halls or other places of the
Building shall not be obstructed.  NO
SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR
DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS, by or on behalf of Tenant, except
as may be required by Law or agreed by the parties in writing; and no sign,
advertisement, or notice shall be inscribed, painted, or affixed on any doors,
partitions, or other part of the inside or outside of the Building by or on
behalf of the Tenant, without the prior written consent of the Landlord.  If such consent be given, any such sign
advertisement, or notice shall be inscribed, painted, or affixed by Landlord,
or a company approved by Landlord, but the cost of the same shall be charged to
and be paid by Tenant, and Tenant agrees to pay the same promptly, on demand as
additional rent.  All signs, advertisements,
or notices permitted herein shall be only of such color, size, style, place,
and material as approved by Landlord, in writing.


 


13.           No curtains, blinds, shades, screens,
awnings, or other form of inside or outside window covering, or window
ventilators or similar devices shall be attached or hung in, or used in
connection with, any window or door of the Premises, without the prior written
consent of Landlord.  If Landlord
consents, such coverings or devices must be of a quality, type, design, and
color, and attached in a manner approved by Landlord.


 


14.           After
6:00 p.m., until 8:00 a.m., on weekdays; after 1:00 p.m on Saturdays, and at
all hours on Sunday and legal holidays, any person entering or leaving the
Building is expected to be questioned by such watchman as to his or her business
in the Building and to register on records provided by Landlord the name of the
person to be admitted, the space to which admitted, and time admitted and the
time departed.  Landlord reserves the
right to exclude from the Building during such periods all persons who do not
present a pass to the Building signed by Tenant.


 


C-2





















 


EXHIBIT D


 


JANITORIAL
SERVICES


(See attached
pages)


 


D-1





















 


EXHIBIT E


 


EXECUTIVE LEVEL
AND WALL SPACE PARKING AREA


(See attached
page)


 


1