**Exhibit10.PP**

 

**MERCANTILEBANK AND TRUST BUILDING**

 

 

**LEASEAGREEMENT**

 

 

by and between

 

 

**MBC REALTY,LLC**

(Landlord)

 

 

and

 

**MERCANTILE-SAFEDEPOSIT AND TRUST COMPANY**

(Tenant)

 

----

 

**TABLE OFCONTENTS**

 
| 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**                                  | ** ** |

 

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| ** ** | **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**                   | ** ** |

 

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| ** ** | **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**           | ** ** |

 

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| ** ** | **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 |   |

 

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**LEASEAGREEMENT**

 

THIS LEASE AGREEMENT (“this Lease”), madethis           dayof               ,2004, but effective asof               ,2004, by and between MBC REALTY, LLC, a Maryland limited liability company(“Landlord”), and MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland bankingcorporation (Tenant”).

 

WITNESSETH, that for and in consideration of therespective representations and agreements, the payment of the rent andperformance of the provisions, obligations, agreements, covenants, terms, andconditions (collectively, the “terms”) as hereinafter set forth and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged by each party hereto, Landlord hereby leases to Tenant andTenant hereby leases from Landlord for the Term (as defined below), unlesssooner terminated as herein provided, all of that area described on **Exhibit A** (the “Premises”) and located inan 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 theintersection of Baltimore Street and Hopkins Place, Area 12, CharlesCenter, with the address of Two Hopkins Plaza, Baltimore City, Maryland 21201.  The Premises are leased by Landlord to Tenantand are accepted and are to be used and possessed by Tenant on and subject tothe 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 ofspace identified on **Exhibit A**,**A-1**and**A-2**hereof, fromtime to time.

 

InitialTerm:  Ten(10) years.

 

Commencement Date:                 ,2004.

 

----

 

Expiration Date:                ,2014.

 

BasicAnnual Rental:  Asset 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 occupiedsubject to the terms hereof for any lawful purpose.

 

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

 

BaseYear for Building Expenses:  Thebase year for Building Expenses shall be calendar year 2005.

 

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

 

**DEFINITIONS**:  For purposes hereof, the followingdefinitions 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 calendarbasis) paid or incurred by Landlord in connection with owning, maintaining,operating, managing, replacing, and repairing the Real Property (as definedbelow) or any part thereof, in a manner deemed reasonable and appropriate byLandlord, including, but not limited to, the following:

 

### **Reasonableadministrative costs, including, but not limited to, legal accounting,engineering, and other professional fees, and office and bookkeeping expenses.**

###  

### **Allinsurance.**

###  

### **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 RealProperty, whether structural or non-structural, including, but not limited to,the removal of snow, ice, and debris therefrom and the policing and regulatingof traffic with respect thereto.**

###  

### **Allother expenses which would be considered an expense of owning, maintaining,operating, managing or repairing the Real Property under generally acceptedaccounting principles and which is normal, customary and**

 

2

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### **usual inconnection with other first-class professional office buildings in the downtownBaltimore City area.**

###  

### **Reasonablemanagement or managing agents’ fees, wages, salaries, labor charges,compensation and subcontract expenses of all persons, including, but notlimited to, contractors, engaged in the maintenance, operation, administration,protection, replacement, or repair of the Real Property.**

###  

### **Personalproperty taxes on all personal property used for the Real Property.**

###  

### **Reasonablecost of repainting and redecorating the Common Area.**

###  

### **Supplies,equipment, uniforms, equipment rental and sundries and sales and use taxes onsupplies and sundries, payroll taxes and other personnel costs.**

###  

### **Theannual amortization over its useful life with a reasonable salvage value on astraight-line basis of the costs of any equipment or capital improvements madeby Landlord as a labor-saving measure or to accomplish other savings inoperating, repairing, managing, or maintaining of the Property, but only to theextent of the savings.**

###  

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

 

#### Any charges bornedirectly by tenants, including, but not limited to, personal property taxes andadditional electrical services directly paid for by tenants;

####  

#### Costs incurred byLandlord for alterations that are considered capital improvements andreplacements under generally accepted accounting principles consistentlyapplied except that the annual amortization of these costs shall be included tothe extent permitted in Section 2.2.11;

####  

#### Executive salariesfor services not benefiting the Real Property, the Building, or the Premises asperformed by personnel above the grade of General Manager; and

####  

#### Payments ofmortgage principal and interest.

####  

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

####  

#### Leasingcommissions, attorneys’ fees, costs and disbursements and other expensesincurred in connection with negotiations or disputes with tenants, otheroccupants, or prospective tenants or occupants;

####  

#### Renovating orotherwise improving or decorating, painting or redecorating space for tenantsor other occupants of the Building;

 

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#### Depreciation andamortization except as provided above;

####  

#### Expenses incurredin connection with services or other benefits of a type which are not providedTenant but which are provided to another tenant or occupant for which Landlordreceives reimbursement other than as a Building Expense;

####  

#### Costs incurred dueto violation by Landlord or any tenant of the terms and conditions of anyLease;

####  

#### Overhead andprofit increment paid to subsidiaries or affiliates of Landlord for services onor to the Real Property, to the extent only that the costs of such servicesexceed comparable costs of such services in comparable first class officebuildings in the Baltimore downtown area were they not so rendered by asubsidiary or affiliate;

####  

#### Rental under anyground or underlying lease or leases;

####  

#### Landlord’s generaloverhead except as it directly relates to the operation and management of theBuilding;

####  

#### Any compensationpaid to clerks, attendants or other persons in commercial concessions operatedby Landlord;

####  

#### All items andservices for which Tenant reimburses Landlord (other than as a BuildingExpense) or pays third persons;

####  

#### Advertising andpromotional expenditures;

####  

#### Any costs, finesor penalties incurred due to violations by Landlord of any governmental rule orauthority, unless such violation is due to or arises out of acts or omissionsof Tenant;

####  

#### Management fees tothe extent they exceed comparable costs incurred in comparable first-classoffice buildings in the Baltimore downtown area;

####  

#### Costs forsculpture, paintings or other objects of art;

####  

#### INTENTIONALLYDELETED;

####  

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

####  

#### Rentals and otherrelated expenses incurred in leasing air-conditioning systems, elevators orother equipment ordinarily considered to be of a capital nature, exceptequipment which is used in providing janitorial services and which is notaffixed to the Building;

 

4

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#### Costs incurred byLandlord 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 suchabove, and its successors and assigns (each of whom shall have the same rights,remedies, powers, authorities, and privileges as it would have had, had itoriginally signed this Lease as Landlord).

 

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

 

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

 

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

 

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

 

TaxYear:  “TaxYear” means the period from July 1 of any year through June 30 of thefollowing 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 Tenanthereby leases from Landlord the Premises. The Premises includes (a) the prime office space containingapproximately 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 describedon **Exhibits A-1 and A-2** and inSection 3.3 hereof.

 

CommonArea - Tenant shall have, as appurtenant to the Premises, the nonexclusiveright, in common with others, subject to reasonable rules of generalapplicability to tenants of the Building from time to time made by Landlord andof which Tenant is given notice, by posting in the Building, to the use of thefollowing common areas of the Building: (a) street level

 

5

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

 

Back Office and Storage Space.  Aspart of the Premises, Landlord leases to Tenant (a) 23,746 square feet of backoffice space and (b) 3270 square feet of storage space within the Building forthe Term of this Lease, as shown on **ExhibitA-1 and A-2** respectively, and Tenant shall pay unto Landlord theBasic Annual Back Office Rental and Storage Rental set forth in Sections 5.2and 5.3 hereof in equal monthly installments, payable in advance on theCommencement Date and thereafter on the first day of each calendar monththroughout the Term of this Lease.  Ifthe Term of this Lease ends other than on the last day of a month, the BasicAnnual Back Office Rental and Storage Rental for a partial month shall beprorated on a thirty (30) day month based on the number of days in such monththat this Lease is in effect.  All termsof this Lease shall apply to the back office space.  All terms shall apply to the storage spaceexcept as follows:  (i) subsections 5.4and 5.5 shall be inapplicable and (ii) Landlord shall supply electric currentfor the adequate illumination of such space.

 

# **TERM**:

 

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

 

RenewalOption -  Provided (a) this Lease isthen in full force and effect, (b) Tenant is not in material default of anyprovision or condition of this Lease beyond any period for the cure thereof either on the date Tenant electsto renew or on the date the renewal term begins, (c)

 

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Tenantis then in possession of the Premises, and (d) Tenant shall have validlyexercised its option for all prior Renewal Terms, if applicable, then Tenantshall have the right to renew this Lease, with respect to all, but not lessthan all, of the area leased by Tenant on the last day of the Initial Term, fortwo (2) renewal term(s) of five (5) year(s) each (the “First Renewal Term” andthe “Second Renewal Term,” respectively the First Renewal Term and the SecondRenewal Term are hereinafter collectively referred to the as “Renewal Term,”and the Initial Term and the Renewal Term are hereinafter collectively referredto as the “Term”), by giving not more than twelve (12) months and not less thansix (6) months prior written notice thereof to Landlord, in each instance priorto the end of the then current term. Notwithstanding the foregoing, if Tenant does not exercise any renewaloption in the time period or in the manner provided in this Section, suchoption of extension shall nonetheless continue in full force and effect, shallnot 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 Landlordthat such deadline has passed and that Landlord has not received such renewalnotice.  Within ten days after Tenantdelivers a renewal notice, Landlord will notify Tenant in writing of theprevailing market rental rate then charged by Landlords of buildings ofcomparable quality and age as the Building in the Baltimore Central Businessdistrict 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 theapplicable renewal term (“Rate Notice”). If Tenant agrees with the rental rate set forth in the Rate Notice, suchrental rate will be the market rental rate during the applicable Renewal Termfor the purposes of this Section 4.2. If Tenant disagrees with the market renewal rate set forth in the RateNotice, Landlord and Tenant will, for a period of thirty days from and afterthe date Landlord gives the Rate Notice, negotiate the market rental rateacceptable to both parties.  If theparties are unable to agree upon the market rental rate during such thirty dayperiod, then, within ten days after the expiration of such thirty-day period,Landlord and Tenant each shall appoint a licensed real estate broker who hasfull-time experience in commercial office leasing in the Baltimore centralbusiness district (the “Parties’ Brokers”). The Parties’ Brokers will negotiate in good faith for ten days after thedate that both Parties’ Brokers have been appointed to determine a marketrental rate acceptable to both Landlord and Tenant.  If the Parties’ Brokers cannot reachagreement on the market rental rate within such ten day period, then withinfive days after the expiration of such ten-day period, the Parties’ Brokersshall mutually agree upon and engage a third-party real estate broker.  Each of the real estate brokers shall deliverto Landlord and Tenant within thirty days a copy of its determination of thefair market rent.  Landlord and Tenantshall each bear the cost of its broker and share the cost of the third realestate broker.  The basic annual rentalfor the applicable Renewal Term shall be the average of the two closestbrokers’ determinations.  Notwithstandingthe above, Tenant shall have the right at any time prior to the appointment ofthe third broker to rescind its renewal notice with respect to such RenewalTerm, in which event same shall be of no further force and effect and thisLease shall terminate as of the termination date of the then current Term.

 

# **RENT**:

 

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

 

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thanon 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 ineffect.

 

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

 

PastDue Obligations - Unless otherwise expressly provided herein, any payment of rent,taxes, expenses, or any other amounts due from Tenant hereunder that is notreceived by Landlord within fifteen (15) days after written notice fromLandlord that such payment is past due shall bear interest (the “InterestRate”) 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%) abovethe then current prime rate of interest (on a floating basis) announced byMercantile-Safe Deposit and Trust Company from time to time as its primerate.  Payment of any such interest shallnot excuse or cure any default by Tenant under this Lease and shall be inaddition to, and not in lieu of, the rights and remedies provided elsewhere inthis Lease.

 

Adjustmentfor Taxes - If the Taxes levied or assessed against the Real Property for any taxfiscal year that is wholly or partly within the Term are greater than theapplicable Base Year Taxes, Tenant shall pay to Landlord, as additional rentduring the calendar year in which such tax increase takes place, the amount oramounts 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 thePremises  Agreed Rentable  Square Footage of  Building for Taxes  (385,000 s.f.) |   | X |   | Number of months in  the calendar year thatthe Premises are leased

 

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|-----------------------------------------------------------------------------|--------|---|--------|----------------------------------------------------------------------------------------------------|--------|---|--------|--------------------------------------------------------------------------------|

 

Any additional rent due to Landlord shall be due andpayable 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 dueincluding documentation of such changes. All reasonable expenses incurred by Landlord (including attorneys’,appraisers’, consultants’ fees and other costs) in contesting any increase inTaxes, including, but not limited to, any increase in the rate or assessment ofthe Taxes on the Real Property shall be included as an item of Taxes for thepurpose of computing additional rent due hereunder.

 

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Adjustments for Building Expenses - If the Building Expenses for any calendar year that is wholly orpartly within the Term are greater than the applicable Base Year BuildingExpense for that part of the Premises, Tenant shall pay to Landlord, asadditional 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 thePremisesAgreed Rentable  Square Footage of  Building for Expenses  (365,000 s.f.) |   | X |   | Number of months in the  calendar year that the  Premises are leased

 

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|-------------------------------------------------------------------------------------------|--------|---|--------|-----------------------------------------------------------------------------------------------------|--------|---|--------|----------------------------------------------------------------------------------|

 

Any additional rent due to Landlord under thisSection shall be due within thirty (30) days after the Landlord hassubmitted a written statement to Tenant showing the amount due, together with astatement showing in reasonable detail the breakdown of Building Expenses forthe calendar year on which the statement is based.  In the event that the Building is not atleast ninety-five percent (95%) leased and occupied pursuant to arms lengthleases for an entire year, those Building Expenses which vary with the level ofoccupancy shall be adjusted by Landlord to the amount that Landlord reasonablybelieves they would have been if ninety-five percent (95%) of the rentable areaof the Building had been occupied for the entire year.  Landlord may make a reasonable estimate ofsuch additional rent for Tenants’ share of Building Expenses for theforthcoming calendar year, and beginning with calendar year 2006, Tenant shallpay upon the written request of Landlord in advance, each month during thecalendar year one-twelfth (1/12) of Tenant’s estimated share of such BuildingExpenses, at the time of payment of equal monthly installments of Basic AnnualRental against Landlord.  In such event,Tenant shall pay any underpayment or Landlord shall refund any overpayment ofsuch additional rent within thirty (30) days after submission of the writtenstatement by Landlord of the Building Expenses due for the calendar year.  Although Tenant shall render payment inaccordance with Landlord’s determination of Building Expenses, such determinationshall not be final if, within one hundred eighty (180) days of receipt ofLandlord’s determination, Tenant notifies Landlord in writing that it desiresto inspect the books and records of Landlord as they relate to suchcomputations, in which event, Landlord shall allow Tenant to undertake suchinspection at such reasonable times and location as Landlord shallspecify.  In the event that, followingsuch inspection a dispute arises, the matter shall be submitted to anindependent firm of Certified Public Accountants, whose decision shall bebinding upon the parties.  The costs ofsuch review and the engagement of the independent firm of certified publicaccountants shall be borne solely by the Tenant unless the dispute is settledin favor of Tenant and decreases Tenant’s resulting liability for Taxes and/orBuilding Expenses by more than five percent (5%), in which event, all costsshall be borne by Landlord.

 

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

 

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defenseand, except as otherwise expressly provided herein, without abatement,suspension, deferment, diminution, or reduction whatsoever.  Tenant shall make all payments of rent andother 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 timerequest in writing.

 

PersonalProperty Taxes - Tenant shall be liable for and pay when due all taxes attributable toTenant’s personal property and all trade fixtures and improvements placed oraffixed by Tenant in, on, or about the Premises.  If any such taxes are levied against Landlordor Landlord’s property and if Landlord pays the same (Landlord hereby beinggranted the right, but not undertaking the obligation, to do so regardless ofthe validity or correctness of such levy), or if the assessed value of theBuilding is increased by the inclusion therein of a value placed on suchproperty of Tenant and if Landlord pays the taxes based on such increasedassessment (Landlord hereby being granted the right, but not undertaking theobligation, 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 Landlordimmediately on Landlord’s demand thereof; provided however, that Landlord hascomplied with the notice requirement set forth in this Section 5.7.

 

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

 

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

 

# **USE**:

 

Use - Tenant shall continuously throughout theTerm use and occupy the Premises for the purposes as described inSection 1.11 and for no other purposes whatsoever.  Tenant shall maintain sufficient personnel onthe Premises during normal business hours to receive and supervise visitors tothe Premises.  Tenant shall furnish anddecorate the Premises in a manner consistent with its business and otherbusinesses in this Building.  Tenantshall not do or permit anything to be done in or about the Premises that wouldsignificantly and unreasonably interfere with the use of any area of theBuilding other than the Premises.

 

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

 

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Regulationsor the breach of any provision in any lease by any other tenant or other partyin the Building.

 

Conducton Premises -

 

**Compliance with Laws** - Tenant shall comply promptly with allstatutes, laws, ordinances, rules, orders, regulations, decrees, notices, andrequirements of the federal, state, and local governments and any of theirdepartments and bureaus, and any rules and regulations issued by theAssociation of Fire Underwriters, or similar governing insurance body, whichnow or hereafter may be applicable to Tenant’s use of the Premises(collectively, the “Laws”).  Tenant shallpay all costs, expenses, claims, fines, penalties, and damages that may in anymanner arise out of or be imposed because of the failure of Tenant to complywith this Section and in any event agrees to indemnify, defend, and hold harmlessLandlord and its agents, employees, and officers from and against anyliabilities, claims, fines, damages, costs, expenses, and fees, includingattorney’s fees, relating to the same. Tenant shall promptly give notice to Landlord of any notice of violationreceived by Tenant.  Landlord and Tenantshall promptly give notice to the other of any notice of violation received byLandlord or Tenant, respectively. Landlord promptly shall comply with all of the Laws as they relate tothe Common Areas and those portions of the Building not leased to others andshall indemnify, defend and hold harmless Tenant and its agents, employees andofficers 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 anyMortgage, Tenant may, after notice to Landlord, by appropriate proceedingsconducted promptly at Tenant’s own expense in Tenant’s name, contest in goodfaith, the validity or enforcement of any Law and may similarly contest anyassertion of violation of any certificate of occupancy, permit, or any consentissued for the Building.  Pending suchcontest, Tenant may defer compliance therewith if (a) in the opinion of counselfor Landlord, such deferral will not subject either Landlord or the Premises orthe Real Property (or any part thereof) to any penalty, fine, encumbrance, orforfeiture, and (b) Tenant shall post a bond with corporate surety approved byLandlord sufficient, in Landlord’s opinion, fully to indemnify Landlord fromloss.

 

# **POSSESSION**:

 

Acceptanceof Possession – Tenant acknowledges that it currently occupies the Premises and thatit accepts the Premises as complying with all requirements of Tenant and allobligations of Landlord with respect to the condition, order and repairthereof.  Notwithstanding the same,Tenant’s acceptance hereunder shall not limit the Landlord’s maintenanceobligations under the provisions of subsection 9.1 hereof nor thecondition of such additional premises, if any as Tenant hereafter may lease oroccupy subsequent to the Commencement Date of this Lease.

 

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

 

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operatethe Premises, subject to the terms of this Lease, without hindrance ormolestation by Landlord during the Term or by any person or persons claimingunder Landlord.

 

Surrender - If Tenant shall not immediately surrenderpossession of the Premises at the end of the Term, Tenant shall, at Landlord’ssole election, become a tenant from month to month, and shall be liable forrental 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 toLandlord in monthly installments, in advance, on the first day of each monthfor so long as Tenant shall remain in possession of the Premises.  If Landlord does not so elect to treat Tenantas a tenant from month to month, Tenant shall nevertheless be liable for therental hereinabove provided, payable to Landlord in monthly installments, inadvance on the first day of each month for so long as Tenant shall remain inpossession of the Premises.  In the eventLandlord 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 atany time after five (5) days prior notice to Tenant, and Tenant shall in nocase whatsoever be entitled to receive a refund for any rental paid inadvance.  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 retakingof possession.  If Tenant shall fail tosurrender possession of the Premises immediately on the expiration of the Term,all of the obligations of Tenant and all rights of Landlord applicable duringthe Term shall be equally applicable during such period of subsequentoccupancy, regardless of whether a month to month tenancy shall have beencreated as aforesaid, with the exception of Sections 7.2 (Quiet Enjoyment) and13 (Assignment and Subletting).  No actor conduct of Landlord, its employees, agents, or representatives, including,but not limited to, the acceptance of the keys to the Premises, shallconstitute an acceptance of the surrender of the Premises before the ExpirationDate.  Only a written notice ofacceptance and surrender and termination from Landlord to Tenant shallconstitute acceptance of the surrender of the Premises and accomplish atermination of this Lease by Tenant.

 

Conditionof Premises - Tenant shall keep the Premises and the improvements and appurtenancestherein in good repair, order, and condition, and at the expiration or earliertermination of the Term, return the same in the same good repair, order, andcondition as at the Commencement Date, reasonable wear and tear and casualtydamage excepted, and Tenant shall remove such of its property (but excluding,at Tenant’s option, any vaults, safes, safe deposit boxes, fixtures, wiringinstalled by or for the benefit of Tenant in telephone closets and buildingchases if and to the extent that Tenant elects to have the same remain at thePremises) therefrom before such expiration or earlier termination.  Tenant hereafter shall not place a load onany floor of the Premises exceeding the floor load per square foot area thatsuch floor was designed to carry and that may be allowed by the Laws.  Landlord reserves the right to prescribe theweight and position of all safes, telephone switchboards, computers, or otherheavy equipment, and to prescribe the reinforcing necessary, if any, which inthe 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 equipmentshall be placed and maintained by Tenant, at Tenant’s expense, in settingssufficient to absorb

 

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andprevent vibration, noise, or annoyance, and Tenant shall, at its expense, takesuch steps as Landlord may from time to time reasonably direct to remedy suchcondition.

 

**No Waste** - Tenant shall pay, as additional rent, forall damage to the Building, its fixtures and appurtenances, as well as alldamage sustained by other tenants or occupants of the Building due to anywaste, misuse, or neglect of the Premises, its fixtures and appurtenances byTenant or its Agents.  If Tenant’sfixtures are removed, Tenant shall at its sole cost and expense, repair anydamage 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 itin a manner and with material that matches the remainder of the area.

 

# **SERVICES AND UTILITIES**:

 

Servicesby Landlord - Landlord shall, at its expense, furnish or cause to be furnishedwithout additional charge to Tenant the Premises with (a) sufficient electricalpower to satisfy Tenant’s electrical needs, as are consistent with Tenant’s useand this Section 8, (b) heating and air-conditioning for the comfortableuse and occupancy of the Premises between 8:00 a.m. and 8:00 p.m., Mondaythrough Thursday, 8:00 a.m. to 6:00 p.m., Friday, and 8:00 a.m. to 4:00 p.m. onSaturday (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 asmutually shall be agreed upon by Landlord and Tenant, (c) janitorial service asmore fully set forth in Section 8.7 hereof, and (d) elevator service asset 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) fallbelow 66°F.

 

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

 

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

 

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AdditionalEquipment - If Tenant requires additional air-conditioning equipment forcomputers, business machines, meeting rooms, or other special purposes beyondthat currently in place (a written list of all major components thereof to beprovided by Tenant to Landlord), any additional air-conditioning units,chillers, condensers, compressors, ducts, piping, and other equipment shall beinstalled and maintained by Tenant at Tenant’s sole cost and expense.  Tenant shall pay any additional energycharges therefore so long as Landlord, at its expense, installs separate metersor submeters to measure the same.

 

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

 

Interruptionof Service - Landlord reserves the right temporarily to suspend service of theheating, air-conditioning, elevator, plumbing, and electric systems, whennecessary, by reason of accident, or emergency, or for repairs, alterations,replacements, or improvements, which in the reasonable judgment of Landlord aredesirable 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 torestore any suspended service as promptly as possible, but Landlord shall haveno responsibility or liability, and the Basic Annual Rental and additionalrental payable to Landlord under this Lease shall not abate, for failure tosupply heating, air-conditioning, elevator, plumbing, cleaning, and electricservice, during such period when prevented from so doing by any Laws or bystrikes or accidents.  Landlord’sobligation to supply heat and air-conditioning shall also be subject toapplicable Laws as to energy conservation and other such restrictions.  Notwithstanding the above, if, due solely toLandlord’s negligence or failure to repair as required hereunder or failure topay public utility companies, there is an interruption in essential services tothe 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 anabatement of Basic Annual Rental only for the period that such services are notprovided if such interruption interferes with Tenant’s use of thePremises.  If such interruption continuesfor a period of thirty (30) consecutive days, Tenant shall have the option tocancel and terminate this Lease.

 

JanitorialServices: Landlord shall provide janitorial services within the Premises duringthe Term hereof.  Such services shall beonly with union janitorial service providers unless Tenant, in its solediscretion, consents otherwise in writing and shall be performed duringweekdays, after normal business hours and in accordance with the standardbuilding cleaning specifications set forth on **ExhibitD** attached hereto.

 

Accessand 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 inthe Office Building and at least one (1) elevator will be in service at alltimes outside of normal business hours in the adjoining Pavilion Building,subject to force majeure conditions.  Landlord shall operate, provide and maintainsecurity and life safety systems for the Building comparable to the servicesprovided at other bank headquartered and anchored Class A office buildings indowntown Baltimore, which services, shall include, but not by way oflimitation, at least two (2) 24-hour guards in the main lobby, cameras, cardaccess

 

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

 

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

 

Parking - Landlord agrees that during the Term ofthis Lease Landlord will provide, or will cause the then current operator ofthe parking garage located in the garage portion of the Building (the“Operator”) to make available to Tenant (a) thirty (30) monthly parkingcontracts, which shall increase to fifty (50) on such date as Tenant shall beobligated 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, asmodified from time to time; and (b) sixty (60) parking spaces in the parkinggarage at $135.00 per month subject to modification in the same percentage asthe 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 duringthe Term to use the first (executive) level of the parking area and the wallarea and all of the parking spaces therein shown as shaded on **Exhibit E** attached hereto, at nocharge.  Tenant shall be obligated toenter into monthly contracts directly with any Operator and shall comply withall rules and regulations of the Operator. Landlord further grants to Tenant, or shall cause the Operator to grantto Tenant, a right of first refusal to lease additional parking spaces in theparking garage of the Building at the then current monthly rates, as modifiedfrom time to time, as the same may become available, subject, however, to theright of Landlord to make available to new tenants in occupancy of the Buildingone (1) parking space for each 1,500 square feet of space which itoccupies.  Tenant shall be providedwritten notice as and when such additional spaces are available and Tenantshall have the first right to the use of the same by giving Landlord writtennotice of its election within not more than fifteen (15) days after receipt ofLandlord’s notice.

 

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

 

Upon approval of the Tenant, Landlord may elect toopen the garage to the public for certain events for parking similar to thoseevents which the current owner has opened for over the past two years, copiesof which have been provided.  It is theresponsibility of the Landlord to have sufficient parking staff and to ensurethat reserved parking spaces are not used by event parkers.  Tenant will not permit event parking duringnormal business hours.  If, however, thenational terrorist threat level rises to orange or above, or if the Tenant is notifiedby 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 garagefor any or all event parking.

 

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ElevatorService - Inaddition to the Elevator Service provided by the elevator bank in the officetower, Landlord herewith confirms and agrees that Tenant shall have theexclusive right to the use of the elevator which runs from the G level of theoffice building to the fourth floor thereof and which passes through thePremises.  Notwithstanding such exclusiveusage, Landlord shall be responsible for all maintenance, repairs andreplacements for this Tenant exclusive elevator.

 

# **MAINTENANCE,REPAIRS, AND ALTERATIONS**:

 

Maintenanceby Landlord - Landlord shall maintain the Common Area in good condition, shallmaintain the plumbing, heating, ventilating, air-conditioning, elevator,electrical and other mechanical systems of the Building in good workingorder.  Landlord shall maintain andreplace overhead lights and fixtures and provide all required bulbs within thePremises at its sole cost.  Landlordshall make necessary repairs to the roof, structural components and theexterior of the Building, and shall repair promptly any damage to the Premisesand the Building to the extent provided in Section 10 (Damage ofDestruction), keep the Real Property reasonably clean, and free of snow, ice,dirt and rubbish, and provide the services herein described, all in a mannerand to the same extent as are provided in other first-class, high rise officebuildings located in downtown Baltimore City. Landlord shall have reasonable access to the Life Safety Fire AlarmControl Panel (“Panel”) located in the lower level parking area leased toTenant for the servicing and monitoring of the Panel.

 

Maintenanceby Tenant -Tenant shall take good care of the Premises and fixtures and appurtenancestherein and maintain them in good order, condition, and repair in a quality andclass equal to the original work, ordinary and reasonable wear and tearexcepted.  Tenant shall at its sole costand expense, maintain all plumbing fixtures and the area in which such plumbingfixtures are located within the Premises, except the restrooms located in thecore of the Building, in good order, condition, and repair to the reasonable satisfactionof Landlord.  On the expiration orearlier termination of this Lease, Tenant shall surrender the Premises toLandlord, broom clean, in as good order, condition, and repair as they are onthe Commencement Date, ordinary and reasonable wear and tear and damage bycasualty excepted.  Without limiting theforegoing, Landlord may require that any such maintenance or repairs beperformed by Landlord at Tenant’s expense. All repairs done by Tenant will be done in a good and workman likefashion.

 

Alterations -

 

**General** - Tenant may from time to time, at its ownexpense 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 fromLandlord will be required with respect to alterations in or to the Premiseswhich do not exceed $100,000.00 or are being made as presently contemplated onthe second floor or to the space described in Section 21 hereof (a) unlesssame are of a structural nature or adversely impact the use of the mechanicalor electrical systems and (b) provided Tenant shall comply with all applicableLaws.  All alterations paid for by Tenantwill be and remain Tenant’s property during the term and will, withoutcompensation to Tenant automatically become Landlord’s property upon theexpiration or earlier termination of the Term, unless Tenant in its solediscretion elects to remove the same, in which event Tenant shall remove thesame at its sole cost and expense and repair any damage caused thereby.

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**Personal Property** - All articles of personal property and allbusiness 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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ofTenant and may be removed by Tenant at any time provided Tenant, at itsexpense, shall repair any damage to the Premises or the Building caused by suchremoval or by the original installation. If Tenant elects not to, or shall fail to remove the property, (whichTenant shall have the right to do,) the property shall be deemed to becomeLandlord’s property.

 

# **DAMAGE OR DESTRUCTION**:

 

Repairof Damage - If the Premises or the Real Property shall be damaged by fire orother casualty insured against by Landlord’s fire and extended coverageinsurance policy covering the Building (a “Casualty”), as required underSection 11.2 (Insurance by Landlord), and the Premises or the RealProperty can be fully repaired, in Landlord’s reasonable opinion, within 180days from the date of such damage, Landlord, at Landlord’s expense, shallpromptly repair such damage; provided however, that Landlord shall have noobligation to replace or to repair any damage to Tenant’s Property or Tenant’sleasehold improvements, installed by Tenant or any other property located inthe Premises.  Tenant shall vacate suchportion of the Premises as Landlord reasonably requires to enable Landlord torepair the Premises or the Building. Landlord shall take all reasonable efforts to restore the Premises asrequired hereunder as promptly as possible to the conditions existing prior tosuch casualty and in any event within not more than one hundred eighty (180)days.

 

Abatement - If the entire Premises shall be rendereduntenantable, then Rent shall abate for the period from the date of such damageto the date which is ten (10) days after the date when such damage shall havebeen repaired.  If only a part of thePremises shall be so rendered untenantable, then Rent shall abate for suchperiod in the proportion that the area of the part of the Premises so rendereduntenantable 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 ofthe Premises so damaged shall be rendered tenantable and shall be used oroccupied by Tenant or any person claiming through or under Tenant other thanfor purposes of repair, then the amount by which the Rent shall abate shall beequitably apportioned for the period from the date of any such use or occupancyto the date when all such damage shall have been repaired.  Except as specifically provided in thisLease, this Lease shall not terminate, and Landlord and Tenant shall not bereleased from any of their liabilities or obligations under this Lease, as aresult of damage or destruction to the Premises or the Building caused by fireor other casualty.

 

Termination -

 

**By Landlord** - If, before or during the Term, (a) thePremises shall be so damaged that, in Landlord’s reasonable opinion, thePremises cannot be fully repaired within 180 days from the date the damageoccurred, (b) the Building shall be so damaged by a Casualty that, inLandlord’s reasonable opinion, substantial repair or reconstruction of theBuilding shall be required and cannot be completed within 180 days (regardlessof whether the Premises shall have been damaged or rendered untenantable), or(c) if Landlord is not obligated to repair the Premises or the Building, orboth, 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, maygive to Tenant, within sixty (60) days after the Casualty, a thirty (30) days’notice of termination of this Lease.  IfLandlord provides such termination notice, this Lease shall terminate on theexpiration 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 thenapplicable rent shall be apportioned as of such date, including any rentabatement as provided above.

 

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

 

Endof Term - Landlord shall not have any obligation to repair, reconstruct, orrestore the Premises during the last twelve (12) months of the Initial Term orof any Renewal Term as a result of any damage to the Premises if (a) in thecase of any such damage that occurs during the last twelve (12) months of theInitial Term Tenant has not and does not elect to exercise its option for theFirst Renewal Term or, (b) in the case of such damage that occurs during thelast twelve (12) months of any Renewal Term, Tenant has not and does not electto exercise its option for the next Renewal Term, and such option to renewexists.  If Landlord elects not to repairthe Premises pursuant to this Section, Tenant may elect to terminate this Leasewithin thirty (30) days of receipt of Landlord’s notification of suchelection.  If Tenant elects to terminatethis Lease as provided above, this Lease shall terminate thirty (30) days followingthe election by Tenant to terminate this Lease and rent pro rated to the dateof damage or destruction.  If Tenant doesnot elect to terminate this Lease within such thirty (30) day period, the rentand other expenses payable by Tenant shall abate in proportion to the reductionof the area of the Premises not usable by Tenant in its reasonable discretion.

 

ContinuingAccess - Inthe event of damage which results in the termination of this Lease, Tenantshall have a reasonable time, not to exceed 90 days, to remove Tenant’sproperty from the Real Property provided Tenant does not interfere with anyperson that may be salvaging, repairing or demolishing the Building.  Whether or not the Lease is terminated, Tenantshall have immediate and continuous access to the Premises under the termshereof provided that such access is permitted by the appropriate governmentalauthorities.

 

# **INSURANCE**:

 

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

 

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conflictwith any Laws or the rules or regulations of the Maryland Fire UnderwritersRating Bureau or similar governing insurance body.  Tenant shall indemnify, defend, and holdLandlord and its agents, employees, contractors, and officers harmless from andagainst any and all liability, loss, damage, and expense (including, but notlimited to, attorneys’ fees and court costs) arising from injury or death toperson or damage to property in, on, or about the Premises whether occasionedby an act or omission of Tenant or its Agents, unless caused by the grossnegligence or willful misconduct of Landlord. Any increase of fire insurance premiums on the Building or contents causedby the occupancy of Tenant and any expense or cost incurred in consequence ofnegligence 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 partthereof, and Landlord shall have all the rights and remedies for the collectionof same as are conferred on Landlord for the collection of rent provided to bepaid under this Lease.

 

Insuranceby Landlord - Landlord shall obtain and keep in full force and effect during theTerm fire and extended coverage insurance with a vandalism and maliciousmischief endorsement for the Building and comprehensive general liabilityinsurance in such reasonable amounts with such reasonable deductions as wouldbe carried by a prudent owner of a first class office building in downtownBaltimore, Maryland, or which the holder of the first Mortgage deems necessaryfor the operation of the Building, whichever is greater, but in any event, inan amount not less than eighty percent (80%) of the Building’s full replacementcost.  Landlord may obtain insurance forthe Building and the rents from the Building against such other perils asLandlord reasonably considers appropriate. Tenant acknowledges that it will not be a named or additional insured inany such policy and that it has no right to receive any proceeds from any suchinsurance policies carried by Landlord.

 

Insuranceby Tenant -Tenant shall, at its sole cost and expense, obtain and keep in full force andeffect during the Term the following insurance: (a) fire and extended coverageinsurance with a water damage endorsement and with a vandalism and maliciousmischief endorsement, for property of Tenant located in the Building in anamount not less than eighty percent (80%) of its cash value for any propertysuch 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 liabilityarising out of the use or occupancy of the Premises, with combined peroccurrence 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 takenout with insurers licensed to do business in Maryland (which insurers shall bereasonably acceptable to Landlord) and shall be in form reasonably satisfactoryto Landlord.  All such policies shallname Landlord as an additional insured and any other person holding an interestin the Building designated by Landlord as additional insureds (with respect toliability insurance policies) and as their interests appear (with respect to propertyinsurance policies).  All such policiesshall provide that they cannot be canceled, terminated, or modified withoutthirty (30) days prior written notice to Landlord and any other person holdingan interest in the Building designated by Landlord.  Tenant shall deliver copies of such policiesto Landlord annually upon renewal.  As analternative to copies of Tenant’s insurance policies, Landlord agrees to acceptannual certificates of such insurance upon renewal that are in a formsatisfactory to Landlord.  All suchpolicies shall be primary policies - not as contributing with, or in excess ofthe coverage that the other party may carry, and shall have deductiblesacceptable to Landlord.  Notwithstandingthe above, Tenant may self-insure any of its insurance coverage obligationshereunder so long as Tenant’s net worth is in excess of $150,000,000.00 asevidenced by annual financial statements or by reports published in accordancewith the Securities Exchange Commission reporting requirements for publiclytraded companies, as computed in accordance with generally accepted accountingprinciples. 

 

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Indemnification-

 

### **ByTenant****- Tenant hereby waives all claims against Landlord (forpurposes of this Section 11.4.1 only, the term “Landlord” shall includeLandlord, 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 beliable for loss, theft, or damage to equipment, furniture, records, and otherproperty on or about the Premises, for loss or damage to Tenant’s business, orfor death or injury to persons on or about the Premises or the Building, exceptto 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 misconductof Landlord or its directors, agents, employees and officers, Tenant shallindemnify, defend, and hold harmless Landlord, its directors, agents,employees, and officers from and against any claims, liability, damage, andexpenses (including, but not limited to, attorneys’ fees, fines, penalties andcourt costs) for the loss, theft, or damage to property on or about thePremises, for death or injury to persons on or about the Premises, or arisingfrom any breach or default by Tenant in the performance of any obligation ofTenant under this Lease or arising from the negligence or willful misconduct ofTenant or its Agents.  Landlord shall notbe liable to Tenant for any negligence or act of any occupant of the Buildingor any owner or occupant of any property adjoining the Building.**

###  

### **ByLandlord****- Landlord shall hold Tenant harmless from any and allclaims by and liability to third persons arising from any act that is duesolely to the gross negligence or willful misconduct of Landlord, itsdirectors, agents, employees and officers.**

###  

Mutual Waiver of Subrogation - Landlord shallcause each insurance policy carried by it insuring the Premises against loss byfire or any of the casualties covered by extended coverage insurance to bewritten in such a manner so as to provide that the insurer waives all tight ofrecovery by way of subrogation against Tenant, its Agents, and Tenant’ssubtenants and assignees, and any other person or entity claiming through orunder Tenant, for any loss or damage covered by the policy.  Tenant shall cause each insurance policycarried by it insuring the Premises as well as the contents thereof, includinginventory, trade fixtures, floor coverings, furniture, and other propertyremovable by Tenant, and leasehold improvements installed by Tenant againstloss by fire or any of the casualties covered by extended coverage insurance tobe written in such a manner so as to provide that the insurer waives all rightof 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 otherperson or entity holding an interest in the Building, for any loss or damagecovered by the policy.  Landlord andTenant waive any right of recovery against each other for any loss or damagecaused by fire or any of the casualties covered by extended coverage insurance,which loss or damage is covered by the insurance policies maintained by theother party, provided that such policies are not invalidated by the aforesaidwaivers.

 

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**CONDEMNATION**:  Right to Award- If any or all ofthe Premises are taken by the exercise of any power of eminent domain or areconveyed to or at the direction of any governmental entity under a threat ofsuch taking (each a “Condemnation”), Landlord shall be entitled to collect fromthe condemning authority thereunder the entire amount of any award made in suchproceeding or as consideration for such deed (including any amount awarded byorder of a court), without deduction therefrom for any leasehold or otherestate held by Tenant by virtue of this Lease. Tenant hereby (a) assigns to Landlord all of Tenant’s right, title, andinterest, if any, in and to any such award; (b) waives any right that it mayotherwise have in connection with such Condemnation, against Landlord or suchcondemning authority, to any payment for the value of the then unexpiredportion of the Term, leasehold damages, and any damage to or diminution of thevalue of Tenant’s leasehold interest, hereunder or any portion of the Premisesnot covered by such condemnation; and (c) agrees to execute any furtherdocuments that may be required to facilitate Landlord’s collection of any suchawards.

 

Separate Proceeding byTenant- Subject to the operation and effect of Section12.1 (Right to Award), Tenant may seek, in a separate proceeding, a separateaward on account of any damages or costs incurred by Tenant as a result of suchCondemnation, so long as such separate award in no way diminishes any award orpayment that Landlord would otherwise receive as a result of such Condemnation.

 

Termination- If (a) all of thePremises are covered by a Condemnation, (b) any part of the Premises is coveredby a Condemnation and the remainder thereof is insufficient for the operationtherein 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’sreasonable opinion, it would be impractical to restore the remainder thereof,then, in any such event, the Term shall terminate on the date on whichpossession of so much of the Premises or the Building, as the case may be, asis covered by such Condemnation is taken by the condemning authoritythereunder, and all rental additional rental and any other payments and chargespayable hereunder shall be prorated and paid to such date.

 

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

 

Non-liability of Landlord- If there is a Condemnation, Landlord shall have no liability to Tenant onaccount of any interruption of Tenant’s business on the Premises, diminution inTenant’s ability to use the Premises, or other loss, injury, or damagesustained by Tenant as a result of such Condemnation.  Except for any separate proceeding brought byTenant under Section 12.2 (Separate Proceeding by Tenant), Landlord shall beentitled to conduct any such condemnation proceeding and any settlement thereoffree of interference from Tenant, and Tenant hereby waives any right that itmight otherwise have to participate therein.

 

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

 

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unreasonably withheld, conditioned or delayed.  Tenant shall notify Landlord of anyassignment of this Lease prior to the effective date thereof and of anysublease of all or any part of the Premises prior to the commencement datethereof.  In the event of any suchassignment, the Assignee shall assume in writing all of Tenant’s obligationsunder this Lease that accrue after the effective date of such assignment, andTenant shall provide Landlord with a copy thereof prior to the effective dateof such assignment.  From and after thedate of any assignment of this Lease, (i) Landlord shall provide a duplicatecopy of any notice of default thereafter given to the tenant, to the originallynamed Tenant hereunder in accordance with the provisions of this Lease, and(ii) Landlord shall permit the originally named Tenant to cure such defaultwithin the applicable time period set forth in this Lease.  Notwithstanding the assignment of this Lease,Tenant shall remain fully liable hereunder; provided, however, that neithernamed Tenant or any successor thereto shall be liable for any change,modification or amendment made to this Lease by any Assignee to the extent bywhich such change, modification or amendment increases the liability of “Tenant”under this Lease, but shall remain liable as to all obligations as though suchincrease had not occurred.  If the Leaseis assigned to an entity which, on such date, either alone or in combinationwith one or more guarantors of its obligations hereunder (pursuant to aGuaranty reasonable acceptable to Landlord) has a net worth computed inaccordance with generally accepted accounting principles consistently applied,equal to at least $100,000,000, then Tenant and its successors shall thereafterbe released from obligations thereafter arising on the part of Tenant to beperformed or observed hereunder.

 

**DEFAULT AND REMEDIES**:

 

Default of Tenant- Thefollowing shall constitute events of default (each an “Event of Default”) byTenant under this Lease and, in any such event, Landlord shall be entitled toexercise any remedies provided herein or that may be available at law or inequity.  An Event of Default shall occurif:

 

**ThePremises shall become vacant or deserted during the Term for a period of morethan thirty (30) consecutive business days other than for reasons beyond thereasonable control of Tenant;**

### ** **

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

### ** **

**Tenantshall fail, within thirty (30) days after receiving any notice of violationsthereof 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 tocomplete compliance within a reasonable period thereafter) with any Laws now inforce or that may hereinafter be in force, pertaining to all or any part of thePremises;**

### ** **

**Tenantfails to maintain any insurance coverages that it is required to maintain underthis Lease;**

### ** **

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

 

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**such default remains uncured for aperiod of thirty (30) days after written notice from Landlord that such defaulthas occurred, provided, however, that such period shall be extended in theevent the cure was diligently commenced and pursued to completion and could notreasonable have been completed within such thirty (30) days;**

### ** **

**At anytime during the Term, proceedings shall be commenced by Tenant in bankruptcy orfor reorganization or for the readjustment of debts under the Bankruptcy Codeor under any other Law, now or hereafter existing for the relief of debtors, ora receiver or trustee is appointed for Tenant or for any substantial part ofits assets, or any proceeding is commenced for dissolution, or the full orpartial liquidation, of Tenant, or Tenant makes an assignment for the benefitof its creditors.**

 

Remedies of Landlord- On anEvent of Default, Landlord may, at its election, after any applicable graceperiod provided to Tenant herein, without further notice, with or withoutterminating this Lease, terminate Tenant’s right to possession of the Premisesand right to enter the Building, and Tenant shall then quit and surrender theentire Premises to Landlord, but Tenant shall remain liable as provided in thisLease.  Landlord or its agents andemployees may, lawfully without notice, re-enter the Premises and remove allpersons and contents therefrom.  Tenantshall pay as additional rental at the same time as the rental becomes payableunder these terms hereof a sum equivalent to the rental and additional rentalreserved herein, and Landlord shall have the right, but not the obligation, torelet the Premises or any part or parts thereof in the name of Landlord orotherwise, for a term or terms that may at Landlord’s option be less than orexceed the period that would otherwise have constituted the balance of theTerm.  If the Premises or any part orparts thereof are relet by Landlord, Tenant shall nevertheless remain liablefor any deficiency between the rental and additional rental reserved herein orcovenanted to be paid and any proceeds of such reletting, after deducting fromsuch proceeds all expenses incurred by Landlord in connection with repossessionand reletting, including, but not limited to, legal expenses, attorneys’ fees,brokerage commissions, and expenses of keeping the Premises in good order andpreparing and altering the same for reletting. Tenant shall not be entitled to any excess rental above that covenantedto be paid by Tenant under this Lease. The failure or refusal of Landlord to relet the Premises or any partthereof shall not release or affect Tenant’s liability hereunder.  Any sums due to Landlord shall be paid inmonthly installments by Tenant on the rent day specified in this Lease and anysuit brought to collect on the amount due for any month shall not prejudice inany way the rights of Landlord to collect any due for any subsequent month.  Landlord may, at its option, makecommercially reasonable alterations, repairs, and replacements to the Premisesand paint the Premises as Landlord may consider advisable to relet the Premisesor any part thereof and the making of such alterations, repairs, andreplacements and the painting shall not be construed as releasing Tenant fromliability hereunder.  The cost of makingsuch alterations, repairs, and replacements and painting shall be at theexpense of Tenant, and shall constitute additional rental under this Lease; butshall not exceed an amount equal to Landlord’s then building standard.  Notwithstanding anything here to thecontrary, Landlord agrees that within a reasonable time following the exerciseof its remedies after an Event of Default, Landlord shall list the Premiseswith a broker, make the Premises available for viewing by prospective tenantsand 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 toTenant, to terminate this Lease and the Term shall immediately expire and cometo an end and Tenant shall then quit and surrender the entire Premises toLandlord and Landlord or its agents and employees may, lawfully without furthernotice, re-enter the Premises and remove all persons and contentstherefrom.  Tenant shall neverthelessremain liable on all of the terms of this Lease and shall reimburse Landlordfor all expenses incurred by Landlord for repossessing and reletting all or anyportion of the Premises, including, but not limited to, legal expenses,attorneys’ fees, brokerage commissions, and expenses of keeping the Premises ingood order and preparing and altering the same for reletting.

 

**Non-Exclusive Remedies**- Any mention in this Lease of any particular remedy shall not precludeLandlord from exercising or pursuing any remedy in law or in equity.  Election by Landlord of its right toterminate possession of the Premises and Building by Tenant shall not precludeLandlord from subsequently exercising its right to terminate this Lease.  Tenant hereby waives any rights of redemptiongranted 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 thisLease, be entitled to recover from Tenant as actual damages an amount equal tothe difference between the rental and additional rental reserved in this Leasefor the unexpired portion of the then Term leased and the then fair andreasonable rental value of the Premises for the same period.  Such amount shall be discounted to the datepayable to present worth at a discount rate equal to five (5) percentage pointsabove the discount rate then in effect, at the Federal Reserve Bank locatednearest to the Premises.  Theseprovisions shall not limit or prejudice the rights of Landlord to prove andobtain as damages by reason of such termination, an amount equal to the maximumallowed by any statute or rule of law in effect at the time such damages areproved, regardless of whether such amount be greater than the amount of thedeficiency referred to above.

 

**Cure by Landlord**- If an Event of Default occurs, Landlord shall have the immediate right, inaddition 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 curewithin said period, to cure the Event of Default for the account of and at thecost and expense of Tenant, and the full amount so expended by Landlord, plusinterest thereon at the annual rate equal to two percent (2%) above the thencurrent present rate announced by Mercantile Safe Deposit & Trust Company,shall immediately be due and owing by Tenant to Landlord as additional rentalhereunder.  Landlord’s cure of the Eventof Default shall not cure Tenant’s Event of Default.

 

Landlord Default - If Tenantbelieves that Landlord has breached or failed to comply with any provision ofthis Lease applicable to Landlord, Tenant shall give written notice to Landlorddescribing the alleged breach or non-compliance.  Landlord will not be deemed in default underthis 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 becured within such fifteen (15) day period, if Landlord in good faith commencesto cure such breach or non-compliance within such period and then diligentlypursues the cure to completion.  Tenantalso will send a copy of such notice to the holder of any Mortgage of whomTenant has been notified in writing and such holder also will have the right tocure the breach or non-compliance within the period of time describedabove.  Without modifying the cure periodset forth above, Landlord and any Mortgagee will use commercially reasonableefforts to remedy any breach or failure to comply with this Lease thatadversely affects Tenant’s use or access to the Premises as soon as possible.

 

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

 

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period of time describedin Section 14.3 hereof, then Tenant may exercise any right or remedy availableto Tenant at law or in equity expressly including, but not by way oflimitation, the right to cure any such defaults for the account of and at thecost and expense of Landlord, and the full amount so expended by Tenant, plusinterest thereon at the annual rate equal to 2% above the then current primerate announced by Mercantile Safe Deposit and Trust Company immediately shallbe due and owing by Landlord to Tenant and upon the failure of Landlord to makepayment thereof within ten (10) days after written request therefore, Tenantshall have the right to offset the same against any rental hereafter fallingdue.

 

**LANDLORD’S RIGHT OF ENTRY**:  Landlord shall have the right, withoutabatement of rent, after reasonable prior written notice, but only with arepresentative of Tenant unless Tenant agrees otherwise, in each instance, toenter the Premises at any hour to examine the same, or to make such repairs andalterations as Landlord shall deem necessary (including, but not limited to,the installation of pipes, ducts, conduits, wires, appurtenant fixtures, andmechanical 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 orsubstantially all of its property therefrom Landlord may immediately enter andalter, renovate, and redecorate the Premises, without elimination or abatementof rent, or incurring liability to Tenant for any compensation, and such actsshall have no effect on this Lease. Nothing herein contained, however, shall be deemed or construed toimpose on Landlord any obligation, responsibility, or liability whatsoever, forthe care, supervision, or repair of all or any part of the Building, other thanas herein elsewhere expressly provided. Landlord shall also have the right at any time, without the sameconstituting an actual or constructive eviction and without incurring anyliability to Tenant therefor, but only with Tenants’ prior written consentwhich may not be unreasonably withheld or delayed provided same does notadversely affect Tenant’s use and enjoyment of the Real Property, to change thearrangement and/or location of entrances or passageways, doors and doorways,and corridors, stairs, toilets, elevators, or other public parts of theBuilding 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 liensagainst the Premises or any part thereof, arising through Tenant, or any personfurnishing work, labor, services, or materials to the Premises or to fixtureslocated thereon, and claiming directly or indirectly through or under Tenant,or through or under any act or omission of Tenant; provided, however, that ifsuch a mechanics’ or materialmen’s lien is established against the Premisesarising out of a bona fide dispute with the subcontractor or supplier makingclaim for same, the establishing of such a lien shall not be deemed abreach  hereunder, so long as Tenantposts 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 byLandlord, Tenant shall, at any time hereafter, on request, execute anyinstruments, leases, or other documents that may be reasonably required by anyholder of a Mortgage, or by Landlord to subject or subordinate this Lease andthe tenancy created hereunder to the lien, operation, and effect of any suchMortgage created after the date hereof; provided, however, that every suchMortgagee shall grant nondisturbance to Tenant on such terms reasonablyrequired by Tenant to recognize, *inter alia*,the validity of this Lease in the event of a foreclosure of Landlord’s interestand also Tenant’s right to remain in occupancy of

 

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and have access to thePremises as long as no Tenant Event of Default has occurred and iscontinuing.  Tenant shall execute suchinstruments, releases or documents within ten (10) business days of Landlord’swritten request therefor.  If Tenantfails to do so, Landlord shall issue a second written request and Tenant’sfailure to so execute any such instruments, releases, or documents within ten(10) days of the second written request therefor shall constitute an Event ofDefault.  Tenant acknowledges the rightof the holder of any Mortgage on all or any part of the Building, whetherpresently existing or hereafter created, to subordinate the lien, operation,and effect of all or any portion of the Mortgage to this Lease provided suchholder grants Tenant a non-disturbance agreement as aforesaid in connectionwith such subordination.  On not lessthan ten (10) days notice, Tenant shall execute, acknowledge, and deliver tosuch holder Tenant’s agreement to such a subordination in such form as suchholder may reasonably require.

 

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

 

**ESTOPPEL CERTIFICATE**:  Tenant or Landlord shall from time to time,upon request of Landlord or Tenant or any other person, firm, corporation, orother entity having an interest in the Premises, deliver or cause to bedelivered to each other or such other person, within ten (10) days from thedate of demand, without charge, a written statement, duly executed andacknowledged, 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 andeffect 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 ifLandlord is in default, the exact nature of such default, (c)that Tenant hasaccepted possession of the Premises, and the Commencement Date, (d) that Tenantis not in default under any of the terms of this Lease (except as may be expresslyset forth by Tenant as a qualification of such certification), (e) the datethrough which all rents hereunder have been paid, (f) the amount of any prepaidrents under this Lease, and (g) as to any other fact or condition reasonablyrequested by Landlord, Tenant, any Mortgagee of the Building or prospectiveMortgagee or purchaser of all or any of the Premises or the Building or anyassignee or prospective assignee of any interest of Landlord or Tenant underthis Lease.

 

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

 

**SIGNAGE, BUILDING NAME ANDDIRECTORY**:

 

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

 

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

 

Exterior Signage- Landlordherewith confirms, consents and agrees that all existing signage on theexterior of the Building which identifies the Tenant by its name and/or itslogo shall be permitted to remain and shall not be modified, removed or obstructedwithout the prior written approval of Tenant, which may be granted or withheldin the sole discretion of Tenant. Furthermore, Landlord shall not be permitted to install any additionalexterior signs without the prior written approval of Tenant which may begranted or withheld in the sole discretion of Tenant.  Tenant, provided it restores any damagecaused thereby shall have the right to change, alter or modify all of suchexisting exterior signage, with Landlord’s consent, not to be unreasonably withheld.

 

Interior Signage- Landlordherewith approves all of the existing interior signage which identifies Tenantby its name or logo and agrees that same may not be removed by Landlord or inany 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 damagecaused thereby, shall have the right to change, alter or modify all of suchexisting interior signage, with Landlord’s consent, not to be unreasonablywithheld..

 

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

 

**TENANT’S EXPANSION RIGHTS**:  Landlord has advised Tenant that effective asof January 1, 2005, the lease (“RFS Lease”) between Landlord and Reznick,Fedder and Silverman (“RFS”) of the entire 21st floor andapproximately 5,365 square feet of space on the 20th floor andapproximately 5,482 square feet of space on the 11th floor(collectively “Expansion Space”) may become available.  Subject to that availability, Landlordherewith rents unto Tenant the Expansion Space described in **Exhibit A** at and for the rental describedin **Exhibit B** hereof and all ofsaid Expansion Space, effective as of the date of the delivery thereof asrequired hereunder to Tenant, in each instance will be deemed part of thePremises and subject to the terms and conditions of this Lease.  Landlord will deliver the Expansion Space toTenant in the condition which RFS is obligated to return the space to Landlordunder the terms of the RFS Lease, and otherwise in its then current “AS IS”condition.  The term of Tenant’s Lease ofthe Expansion Space shall commence on the date on which Landlord shall deliversuch space to Tenant, and shall be co-terminus with the Term of this Lease andalthough Landlord shall not be responsible for any delays in the deliverythereof caused or occasioned by RFS’s holdover of the space, Landlord shalldeliver the Expansion Space to Tenant as promptly as reasonably possible.  In the event RFS is obligated to deliver theExpansion Space to Landlord as of January 1, 2005, but fails to do so, Landlordagrees 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 Leaseand all such holdover rent in excess of the rent due from RFS but for holdoverwill be paid to Tenant for the inconvenience caused by such delay in deliveryof the Expansion Space.  In the eventthat RFS shall fail to terminate its lease of the Expansion Space effective asJanuary 1, 2005, Landlord and Tenant each herewith covenant and agree that uponthe 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 leasefrom Landlord all of the Expansion Space in the condition which RFS isobligated to return the space to Landlord under the terms of the RFS Lease, andotherwise in its then current “AS IS” condition.  In such event, the term shall be co-terminuswith the Term of this Lease, the Basic Annual Rent shall be as establishedunder **Exhibit B** hereto and allother terms and conditions of this Lease shall be applicable thereto save andexcept that the Base Year for Taxes and the Base Year for Building Expenseswill 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 ofthis Lease, receives an offer (“Offer”) in the form of a written and executed “Letterof Intent” or “Proposal Letter”, acceptable to the Landlord, from third partiesto lease any space within the Building that becomes vacant and which spaceLandlord otherwise is not committed to lease to an existing tenant within theBuilding under lease existing as of the date hereof, Landlord will notifyTenant in writing and include in such notice the business terms of suchOffer.  Tenant will have ten (10)business days from and after the date of its receipt of such notice fromLandlord in which to elect by notice to Landlord to lease such space for theconsideration and on the terms contained in the Offer.  If Tenant elects to exercise this right offirst refusal, Landlord and Tenant will amend this Lease to include suchadditional space on the terms stated in the Offer.  The execution of the Lease Amendment willtake place on or before the later of (a) the applicable commencement date setforth in the Offer or (b) fifteen (15) days after the date that Landlordreceives Tenant’s acceptance notice.  IfTenant fails to deliver its acceptance notice within such ten (10) business dayperiod, Tenant shall be deemed to have rejected the Offer and thereafterLandlord shall be free to lease the space subject to the Offer to theprospective tenant upon economic terms substantially similar to those containedin the Offer at any time after expiration of such ten (10) business dayperiod.  Tenant’s right of first refusalwill be deemed a continuing right throughout the term and will apply to allspace which becomes vacant within the Building. In the event Tenant elects to lease the space, then notwithstanding theterm set forth in the Offer, the term for such space will be co-terminus withthe Term of this Lease.

 

**MISCELLANEOUS****:**

 

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

 

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Definition of Landlord- As usedherein, 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 itoriginally signed this Lease as Landlord). No person holding Landlord’s interest hereunder (regardless of whethersuch person is named as “Landlord” herein) shall have any liability hereunderafter such person ceases to hold such interest, except for any such liabilityaccruing while such person holds such interest. Neither Landlord nor any principal of Landlord, whether disclosed orundisclosed, shall have any personal liability under any provision of thisLease.  If Landlord defaults in theperformance of any of its obligations hereunder or otherwise, Tenant shall looksolely to Landlord’s equity, interest, and rights in the Real Property forsatisfaction of Tenant’s remedies on account thereof.

 

Entire Agreement - This Lease,including any exhibits and addenda, contains all of the terms and conditionsagreed on by Landlord and Tenant for the Premises and the Building.  All prior negotiations, correspondence, andagreements are superseded by this Lease and any other contemporaneousdocuments.  As of the date hereof, allprior leases and agreements between Landlord and Tenant are terminated.  No officer or employee of any party has anyauthority to make any representation or promise not set forth in this Lease andother contemporaneous documents, and each of the parties hereto agrees that ithas not executed this Lease in reliance on any representations or promise notset forth in this Lease or such contemporaneous documents.  This Lease may not be modified or changedexcept by written instrument signed by Landlord and Tenant.  Notwithstanding the foregoing, if inconnection with obtaining construction, interim, or permanent financing for theBuilding, the lender shall request reasonable modifications in this Lease as acondition to such financing, Tenant shall not unreasonably withhold, delay, ordefer its consent therefor, provided that such modifications do not increasethe obligations of Tenant hereunder or materially adversely affect theleasehold interest hereby created or Tenant’s rights hereunder.

 

Covenant to Survive- If anycovenants or obligations are yet to be performed by Tenant as of the date ofexpiration or other termination of this Lease, regardless of whether they arethen known or determined, including, but not limited to, the payment ofescalation of Taxes and Building Expenses and of other rents accruing underthis Lease as of such date, such covenants and obligations shall survive theexpiration or other termination of this Lease.

 

Applicable Law- This Leaseshall be given effect and construed by application of Maryland law, withoutregard to principles of conflict of laws. Any action or proceeding arising hereunder shall be brought in thecourts of Maryland; provided, however, that if any such action or proceedingarises under the Constitution, laws or treaties of the United States ofAmerica, 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 bebrought in the United States District Court for the Northern District ofMaryland.

 

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

 

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Brokers- Tenant represents andwarrants to Landlord that Tenant has not had dealings with any broker or finderin locating the Premises and that it knows of no other person who is or mightbe entitled to a commission, finder’s fee, or other like payment in connectionherewith and does hereby indemnify, defend, and agree to hold Landlord harmlessfrom and against all claims, liabilities, and expenses that Landlord may incurshould such representation and warranty be incorrect.  Landlord agrees to indemnify and hold Tenantharmless from any claims of liability to any broker or other person arising outof 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 theleasing of the Premises, provided, however, that Landlord shall not beobligated to Tenant for any claims or liability to any broker or other personwith whom Tenant has had any dealings concerning the Building whose identityTenant has failed to disclose to Landlord as required by this Section.

 

Captions- All headings anywherecontained in this Lease are intended for convenience of reference only and arenot to be deemed or taken as a summary of the provisions to which they pertainor as a construction thereof.

 

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

 

Recordation- If at any timeLandlord or any Mortgagee of Landlord’s interest in the Premises shall requirethe recordation of this Lease, such recordation shall be at Landlord’sexpense.  If at any time Tenant shalldesire the recordation of this Lease, such recordation shall be permitted atTenant’s expense and after fifteen (15) days written notice of intendedrecordation to Landlord.  If therecordation of this Lease shall be required by any valid governmental order, orif any governmental authority having jurisdiction in the matter shall assessand be entitled to correct recordation and transfer taxes on this Lease, Tenantshall execute such acknowledgments as may be necessary to effect suchrecordation, and pay as additional rent, on Landlord’s request, an recordingfees and recordation and transfer taxes payable on, or in connection with, thisLease or such recordation.

 

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

 

Tenant as Corporation- IfTenant executes this Lease as a corporation, then Tenant and the personsexecuting this Lease on behalf of Tenant represent and warrant that theindividuals executing this Lease on Tenant’s behalf are duly authorized toexecute and deliver this Lease on its behalf in accordance with a duly adoptedresolution of the board of directors of

 

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Tenant, a copy of whichis to be delivered to Landlord on execution hereof, and in accordance with theBy-Laws of Tenant and that this Lease is binding on Tenant in accordance withits terms.

 

Indemnification- In eachinstance in this Lease that either party agrees to indemnify, defend, and holdthe other harmless, (a) such indemnification shall be against any and allliabilities, claims, fines, damages, costs, expenses, and fees, includingattorneys’ fees, causes of action and judgments and executions thereon, of anykind and nature, and (b) such defense counsel shall be acceptable to such partyin all respects.

 

Merger- There shall be nomerger of this Lease or of the leasehold estate hereby created with the feeestate 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 anyinterest in such fee estate without the prior written consent of the Mortgagee.

 

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

 

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

 

WAIVER OF JURY TRIAL- LANDLORDAND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THEYOR ANY OF THEM MAY BE A PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THISLEASE.  IT IS UNDERSTOOD THAT THIS WAIVERCONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCHACTIONS OR PROCEEDINGS.  THIS WAIVER ISKNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE BY LANDLORD AND TENANT, AND EACHPARTY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BYANY INDIVIDUAL

 

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TO INDUCE THIS WAIVER OFTRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  LANDLORD AND TENANT ACKNOWLEDGE AND AGREETHAT THIS PROVISION IS A SPECIFIC AND MATERIAL ASPECT OF THIS LEASE.  LANDLORD AND TENANT EACH REPRESENT THAT ITHAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THESIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGALCOUNSEL, AND THAT IT HAS HAD AN OPPORTUNITY TO DISCUSS THIS WAIVER WITHCOUNSEL.

 

# **ADDITIONAL RIGHTS OF TENANT**: - Landlord recognizes that as a result of this Lease, Tenant will leasefrom Landlord approximately fifty percent (50%) of the Building and will be theprime Tenant therein.  Landlord furtherrecognizes that Tenant will be using the Premises as the headquarters for itsbanking operations and that in addition to the other rights of Tenant hereinbefore set forth, Tenant requires certain additional rights and amenities withrespect to the Premises.  For and asadditional consideration for Tenant entering into this Lease, Landlordcovenants and agrees that during and throughout the Term of this Lease, Tenantshall have the following additional rights.

# ** **

Building Cafeteria - Landlordrecognizes that a cafeteria currently is located in the lower level of theBuilding for the primary use of tenants in the Building.  Landlord covenants and agrees to take allreasonable efforts to cause a cafeteria or other restaurant of comparable sizeand quality to operate within the Building for the benefit of tenants thereinfor duration of the term of its agreement dated March 3, 2004, as amendedNovember   , 2004, (“Agreement”) with Jeb Brownstein trading asHopkins 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, upontermination of the Agreement, whether as a result of the expiration or earlytermination thereof, Tenant shall have the right to lease such space fromLandlord for cafeteria or restaurant use only within thirty (30) days afterwritten notice of the availability thereof from Landlord, with the term thereofto 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, repairsand replacements to such space and the equipment thereon, and for payment forutilities, cleaning, housekeeping and janitorial services, including allkitchen equipment and the provision of all insurance and permits for theoperation thereof.

 

Lobby Shop - Landlord recognizesthat a lobby shop currently is located in the lobby of the Building for theprimary use of tenants in the Building. Landlord covenants and agrees to take all reasonable efforts to cause alobby shop or other shop of comparable size and quality to operate within theBuilding for the benefit of tenants therein for duration of the Term of thisLease.

 

Main Lobby- Landlord recognizesthat the use, appearance and operation of the first floor lobby of the OfficeBuilding is critical to the business, security and image of the Tenant.  In furtherance thereof, Landlord agrees thatit shall comply with all reasonable requests of Tenant for maintenance, repair,replacements, decorations, esthetic appearance, access and security and that itwill make only such modifications to the main lobby with regard to any or allof such matters as shall have been approved in advance in writing by Tenantwhich approval shall not be unreasonably withheld or delayed so long as suchmodifications do not adversely affect Tenant’s identity, image, or use of thePremises.  It further is understood andagreed that Tenant expressly reserves the right to use the main lobby and the lowerlevel lobby for displays, as a museum area and for public and private eventssubject to reasonable rules and regulations as may be adopted from time to timeby Landlord with the reasonable approval of Tenant.

 

Roof Antenna - Landlord recognizesthat Tenant currently has installed certain rooftop antennae on the officetower and the pavilion.  Tenant shallhave 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 samedoes not impair the

 

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

 

Chases, Ducts, Conduitsand Wires - Landlord recognizes that Tenant currently isusing certain chases, ducts, conduits and wires to provide mechanical,electrical and communications systems (collectively “Systems”) to itsPremises.  Landlord covenants and agreesthat (a) as to those Systems which Tenant currently is sharing the use of withothers, Tenant shall have the continued and uninterrupted use thereof in commonwith 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 theright in its sole and absolute discretion, to continue the use of the existingflagpole on the Building for the display of Tenant’s flag and such other flagsas Tenant reasonably elects to display in its sole discretion.  Landlord agrees not to erect any additionalflagpoles on the Building unless requested by Tenant for Tenant’s use or unlessapproved by Tenant.  Landlord agrees, butat 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 ofTenant’s flags on such schedule as reasonably may be adopted by Tenant andprovided in writing to Landlord from time to time.

 

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

 

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

 

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

 

Tenant Exclusive - Landlordcovenants and agrees that during the Term of this Lease, Landlord shall notpermit or suffer any tenant, licensee or occupant of the Building to use theBuilding, any part thereof, or the real property (other than Tenant or a tenantunder 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 ofcommercial and retail banking, lending and brokerage services, trust services,and any comparable type services not currently in usage but hereafter adoptedand (c) for the use of an ATM or other comparable machine or service, whichexclusive is of the essence of this Lease to Tenant.  Notwithstanding the above, if Tenant abandonsany exclusive use for a continuingperiod of more than one (1) year,Landlord thereafter may cancel the exclusive on the abandoned usage at any timethereafter by written notice to Tenant prior to resumption of such use byTenant.

 

 

[SIGNATURESCONTAINED ON NEXT PAGE]

 

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IN WITNESS WHEREOF, theparties hereto have executed this Lease duly attested on the date first abovewritten 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: |   |   |
|          |                                             |  |  |  |  |  |  |

 

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**EXHIBITA**

 

DESCRIPTION OFPRIME OFFICE SPACE

(See attachedpage)

 

A-1

----

 

**EXHIBITA-1**

 

DESCRIPTION OFBACK OFFICE SPACE

(See attachedpage)

 

A-1-1

----

 

**EXHIBITA-2**

 

DESCRIPTION OFSTORAGE SPACE

(See attachedpage)

 

A-2-1

----

 

**EXHIBITB**

 

BASIC ANNUAL RENTOFFICE SPACE

(See attachedpage)

 

B-1

----

 

**EXHIBITB-1**

(See attachedpage)

 

B-1-1

----

 

**EXHIBITB-2**

(See attachedpage)

 

B-2-1

----

 

**EXHIBITC**

 

RULES ANDREGULATIONS

 

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

 

2.             Water closets, urinals, and all plumbing shall not beused for any purpose other than those for which they were constructed; and nosweepings, rubbish, ashes, newspaper, or any other substances of any kind shallbe thrown into them.

 

3.             Landlord shall have the right, within reasonablelimitations, to prescribe the weight, size, and position of all safes and otherbulky or heavy equipment and all freight brought into the Building by anytenant; and also the times of moving the same in and out of the Building; andall such moving must be done under the supervision of the Landlord.

 

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

 

5.             The requests for services by Tenant will be attended toonly on application at the office of the Building Manager.   Employees of Landlord shall not perform anywork for Tenant or do anything outside of their regular duties, unless under specialinstructions from the office of Landlord.

 

6.             No contract of any kind with any supplier, includingsuppliers of towels, water, ice, toilet articles, waxing, rug shampooing,venetian blind washing, furniture polishing, lamp servicing, cleaning ofelectrical fixtures, and removal of waste paper, rubbish, or garbage, or otherlike service shall be entered into by Tenant, nor shall any vending machine ofany kind be installed by or on behalf of the Tenant, in the Building, withoutprior written consent of Landlord, which consent shall not be unreasonablewithheld or delayed.

 

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

 

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

 

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

 

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

 

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

 

12.           The windows, doors, partitions andlights that reflect or admit light into the halls or other places of theBuilding shall not be obstructed.  NOSIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED ORDISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS, by or on behalf of Tenant, exceptas 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 onbehalf of the Tenant, without the prior written consent of the Landlord.  If such consent be given, any such signadvertisement, 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 toand be paid by Tenant, and Tenant agrees to pay the same promptly, on demand asadditional 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 windowventilators or similar devices shall be attached or hung in, or used inconnection with, any window or door of the Premises, without the prior writtenconsent of Landlord.  If Landlordconsents, such coverings or devices must be of a quality, type, design, andcolor, and attached in a manner approved by Landlord.

 

14.           After6:00 p.m., until 8:00 a.m., on weekdays; after 1:00 p.m on Saturdays, and atall hours on Sunday and legal holidays, any person entering or leaving theBuilding is expected to be questioned by such watchman as to his or her businessin the Building and to register on records provided by Landlord the name of theperson to be admitted, the space to which admitted, and time admitted and thetime departed.  Landlord reserves theright to exclude from the Building during such periods all persons who do notpresent a pass to the Building signed by Tenant.

 

C-2

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**EXHIBIT D**

 

JANITORIALSERVICES

(See attachedpages)

 

D-1

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**EXHIBIT E**

 

EXECUTIVE LEVELAND WALL SPACE PARKING AREA

(See attachedpage)

 

1

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