**Exhibit10.20**

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**GROUNDLEASE**

**BETWEEN**

**SCOTTSCORNER LLLPas Landlord**

**and**

**CARROLLTONBANKas Tenant**

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**Date:January 13, 2006**

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**Premises:**

**10301York RoadCockeysville, Maryland 21030**

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Table of Contents

 
|     |   |                                                      |   | **Page** |
|-----|--------|-----------------------------------------------------------|--------|----------|
| 1.  |   | Definitions                                               |   | 1        |
| 2A. |   | Flood Plan and Site  Plan Submission; Regulatory Approval |   | 4        |
| 2B. |   | Site Environmental and  Soil Studies                      |   | 5        |
| 3.  |   | Lease Term                                                |   | 5        |
| 4.  |   | Landlord’s Construction  Obligations                 |   | 6        |
| 5.  |   | Tenant’s Construction  Obligations                   |   | 6        |
| 6.  |   | Use of Premises                                           |   | 7        |
| 7.  |   | Rent                                                      |   | 7        |
| 8.  |   | Repair and Maintenance  Obligations                       |   | 8        |
| 9.  |   | Taxes and Assessments                                     |   | 8        |
| 10. |   | Utilities                                                 |   | 9        |
| 11. |   | Alterations                                               |   | 9        |
| 12. |   | Trade Fixtures                                            |   | 9        |
| 13. |   | Signs                                                     |   | 10       |
| 14. |   | Landlord’s Access                                    |   | 10       |
| 15. |   | Rules and Regulations                                     |   | 10       |
| 16. |   | Indemnification                                           |   | 11       |
| 17. |   | Insurance and Casualty                                    |   | 12       |
| 18. |   | Eminent Domain                                            |   | 13       |
| 19. |   | Assignment and  Subletting                                |   | 14       |
| 20. |   | Mechanics’ Liens and  Other Liens                    |   | 15       |
| 21. |   | Quiet Enjoyment                                           |   | 15       |
| 22. |   | Landlord’s Right to  Mortgage; Attornment            |   | 15       |
| 23. |   | Estoppel Certificates                                     |   | 16       |
| 24. |   | Environmental Matters                                     |   | 16       |
| 25. |   | Defaults and Remedies                                     |   | 18       |
| 26. |   | Bankruptcy or  Insolvency                                 |   | 20       |
| 27. |   | Miscellaneous  Provisions                                 |   | 20       |

 

 

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**GROUND LEASE**

THIS LEASE (the **“Lease”**), datedJanuary 13, 2006 (the “Effective Date”), is made and entered into by andbetween **SCOTTS CORNER LLLP**, a Maryland limitedliability limited partnership, f/k/a Scotts Corner Limited Partnership (the**“Landlord”**), having an office at 3457 Sweet Air Road,Phoenix, Maryland 21131, and **CARROLLTON BANK**,a Maryland state chartered commercial bank (the **“Tenant”**)having an office at 344 N. Charles Street, Baltimore, Maryland 21201, Attn:Robert A. Altieri, President.

**INTRODUCTORY STATEMENT**

Landlord is the owner of two (2) adjacent parcels ofland (the “Land”) containing approximately 0.6650 acres and a triangular parcelcontaining approximately 460 square feet, located at the northeast corner ofScott Adam Road at its intersection with York Road (Tax Account Nos08-19-011392 and 21-00-011592), Cockeysville, Maryland, as more particularlydescribed on Exhibit A.  Landlord desiresto lease the Land to Tenant and Tenant desires to rent the Land from Landlord,subject to and in accordance with the terms and conditions hereinafter setforth.

NOW, THEREFORE, for good and valuable consideration,Landlord leases to Tenant and Tenant rents from Landlord the Land during theTerm (as hereinafter defined) of this Lease, and any renewal or extensionthereof.  This Lease is made upon thefollowing terms and conditions:

**1.****Definitions.** As used in this Lease, thefollowing terms are defined as follows:

1.1 **Additional Rent –**seeSection 7.2.

1.2. **Annual Rent** –

 

| Applicable Portion of  Initial Term | ** ** | ** ** | ** ** | **Monthly  Installment** | ** ** |
|-------------------------------------|------------|------------|------------|--------------------------|------------|
| **Beginning**                       | ** ** | **Ending** | ** ** | **Annual Rent**          | ** ** | **(Annual ÷ 12)** | ** ** |
| Year 1                              |       | Year 5     |       | $140,000.00              |       | $11,666.66 |   |
| Year 6                              |       | Year 10    |       | $157,500.00              |       | $13,125.00 |   |
| Year 11                             |       | Year 15    |       | $177,187.50              |       | $14,765.62 |   |
| Year 16                             |       | Year 20    |       | $199,355.94              |       | $16,611.33 |   |

 

| **Renewal Terms, if exercised** | ** ** | ** ** | ** ** | **Annual Rent** | ** ** | **Monthly  Installment   (Annual ÷ 12)** | ** ** |
|------------------------------------------------|------------|------------|------------|----------------------|------------|--------------------------------------------------------------|------------|
| First Renewal Term                             |       |       |       | $224,252.93          |       | $18,687.74                                                   |       |
| Second Renewal Term                            |       |       |       | $252,284.55          |       | $21,023.71                                                   |       |
| Third Renewal Term                             |       |       |       | $283,820.12          |       | $23,651.68                                                   |       |
| Fourth Renewal Term                            |       |       |       | $319,297.64          |       | $26,608.14                                                   |       |

 

 

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1.3 **Commencement Date –** the date of execution of this Lease byLandlord and Tenant.

1.4 **Construction Period** – the period during which Tenant shallhave exclusive possession of the Land and shall commence erection of the TenantImprovements

1.5 **Environmental Laws** – all applicable federal, state, or locallaw, ordinance, or regulation, including, but not limited to the ResourceConservation and Recovery Act, the Toxic Substances Control Act, theComprehensive Environmental Response, Compensation and Liability Act, the CleanAir Act, and the Clean Water Act that regulate any hazardous or toxicsubstance, material, or waste and amendments thereto.

1.6 **Hazardous Materials** – any hazardous or toxic substance,material, or waste, including, but not limited to, those substances, materials,and wastes listed in the United States Department of Transportation HazardousMaterials Table (49 CFR 172.101) or by the Environmental Protection Agency ashazardous substances (40 CFR Part 302) and amendments thereto, or suchsubstances, materials and wastes regulated under any Environmental Laws.

1.7. **Initial Term –**See Section 3.1.

1.8. **Land** – as defined in the Introductory Statement.

1.9. **Landlord’s Delivery Date** – the date on which Landlorddelivers the Land to Tenant with the Landlord’s Improvements removed inaccordance with this Lease.

1.10. **Landlord Improvements** – those improvements, consisting ofgas pumps, underground fuel tanks, gas station building, car wash building andother permanent improvements situate on the Land, which are to be removed byLandlord prior to commencement of the Construction Period.

1.11. **Landlord’s Notice Address** – the following address fornotices or such other address as Landlord may designate in writing from time totime:

c/o DJF, Inc.P.O. Box 264Phoenix, Maryland 21131

With a copy to:

Eugene W. Cunningham, Jr., EsquireRoyston, Mueller, McLean & Reid, LLP102 West Pennsylvania Avenue, Suite 600Towson, Maryland 21204-4575

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1.12. **Landlord’s Payment Address** – the following address for rentpayments or such other address as Landlord may designate in writing from timeto time:

c/o DJF, Inc.P.O. Box 264Phoenix, Maryland 21131

1.13. **Permitted Use** – commercial banking and any businesspermitted by the Regulatory Authorities.

1.14. **Permitting Period** – the period during which Tenant shallobtain the permits necessary to construct the Tenant Improvements.

1.15. **Premises –** the Land and the Tenant Improvements.

1.16. **Regulatory Approval Period** – the period during which Tenantshall obtain the necessary approvals from applicable governmental regulatorybodies in order to operate a branch bank office at the Premises.

1.17. **Regulatory Authorities –** those governmental authoritieshaving jurisdiction and regulatory power over Tenant’s operations.

1.18. **Rent Commencement Date** – the *earlier*tooccur of

1)     the end ofthe Construction Period; or

2)     the dateTenant opens for business with the public at the Premises.

1.19. **Renewal Term** – See Section 3.2.

1.20. **Rent** – the payment of the Annual Rent, Interim Rent andAdditional Rent specified in this Lease.

1.21. **Tenant Improvements** – the one-story masonry building,building sidewalks and curbs, building lighting fixtures and conduits, utilityconnections, paving and all improvements to be contracted by Tenant on the Landfor the Permitted Use, in accordance with plans and specifications thereforapproved in writing by Landlord (which approval shall not be unreasonablywithheld or delayed) and in accordance with the other terms and conditions ofthis Lease.

1.22. **Tenant’s Notice Address** – the following address for noticesor such other address as Landlord may designate in writing from time to time:

Carrollton Bank344 N. Charles StreetBaltimore, Maryland 21201Attn: Robert A. Altieri, President

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With a copy to:

Rogers, Moore & Rogers6 S. Calvert StreetBaltimore, Maryland 21202Attn:  William C. Rogers, Jr., Esquire

1.23. **Term** – the Initial Term or the applicable Renewal Term,whichever is then in effect.

**2A. Flood Plan and Site Plan Submission;Regulatory Approval.**

2.1 The partiesacknowledge that Baltimore County, Maryland (the “County”) requires that Tenantsubmit a flood plain study of the Land in connection with submittal of Tenant’ssite plan to begin the County plan review process.  Tenant shall promptly commission thepreparation of the flood plain study (the “Flood Study”) and its site plan withFrederick Ward Associates, Inc.  (“FWA”)and provide both to County within sixty (60) days after the EffectiveDate.  In the event that the County failsto approval Tenant’s site plan as a result of any Flood Study issues and, as aresult thereof, Tenant elects to terminate this Lease, then Landlord shallreimburse Tenant the cost of the Flood Study (not exceeding $12,500.00),provided FWA issues Landlord a letter confirming that Landlord has soleownership rights to and use of the Flood Study. In any event, if the County fails to approve Tenant’s site plan andTenant does not, in its exercise of its sole discretion, modify the site planto obtain County approval, this Lease shall terminate promptly upon theissuance of the County’s disapproval.

2.2 Additionally,as part of Tenant’s submission of its site plan, Tenant will cause an ALTA orboundary survey of the Land to be prepared (the “Land Survey”).  Upon the filing of Tenant’s site plan andFlood Study with the County and provision of a copy of the final Land Survey toLandlord, Landlord shall reimburse Tenant the cost of the Land Survey (notexceeding $15,000.00), provided FWA issues Landlord a letter confirming thatLandlord has co-ownership rights to and use of the Land Survey.

2.3 If the Countydoes not approve Tenant’s site plan on or before December 1, 2006, then eitherparty may terminate this Lease prior to Issuance of County approval uponwritten notice to the other.

2.4 Upon Countyapproval of Tenant’s site plan, Tenant, at its sole cost and expense, shallfile for and thereafter diligently pursue Regulatory Approval.  Tenant shall notify Landlord in writing (**the “Regulatory Approval Notice”**) promptly after Tenantreceives Regulatory Approval.  IfRegulatory Approval is denied, this Lease shall be of no further force andeffect, and neither party shall have any further rights or obligationshereunder.  Furthermore, If Tenant hasnot received Regulatory Approval within ninety (90) days after Tenant’s requestis submitted, then either party may terminate this Lease prior to receipt ofRegulatory Approval upon written notice to the other.

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2.5 Tenant shallprovide Landlord with regular progress reports regarding Tenant’s pursuant ofthe matters described in Sections 2.1, 2.2, 2.3 and 2.4 including providing thedates of filing of documents with the County and of the request for RegulatoryApproval, together with copies of all filing documents.  Tenant shall also provide copies of allcorrespondence from the County and Regulatory Authorities, promptly uponreceipt.  Tenant shall use its goodfaith, diligent efforts to file for, seek and obtain the various approvalsrequired for its construction and use of the Tenant Improvements.

2.6 If the Land issubject to any mortgage, deed of trust, ground lease, or other encumbrancesuperior to this Lease, Tenant shall receive a non-disturbance and attornmentagreement from the mortgage, ground lessor, or other party holding an interestin the Premises superior to Tenant, which agreement must be in form reasonablyaccepted to Tenant.  If Tenant does notreceive the non-disturbance and attornment agreement under this Section 2.6within sixty (60) days after the Effective Date, Tenant may terminate thisLease upon written notice to Landlord within thirty (30) days thereafter.

**2B.  Site,Environmental and Soil Studies.** Within sixty (60) days after the EffectiveDate, Tenant shall conduct its site review (including availability ofutilities), environmental and soil studies to determine acceptability of theLand for the Permitted Use.  The Land isto be provided in its “as is “condition, without warranty or responsibility on Landlord’spart except (i) that Landlord shall deliver the Closure Letter inaccordance with Section 4.1, and (ii) for Landlord’s indemnificationobligations under Section 24 hereof.

**3. Lease Term**.

3.1 *Initial Lease Term.* The initial term (the “**Initial Term**”) of this Lease shall commence on theCommencement Date and shall expire at the end of the month that is twenty (20)years after the Rent Commencement Date unless sooner terminated in accordancewith the provisions hereof.  After theRent Commencement Date and upon Landlord’s request, Tenant shall promptly enterinto a written agreement with Landlord, mutually acceptable and in recordableform, stipulating the Commencement Date, the Rent Commencement Date, andexpiration date of the Initial Term.

3.2 *Renewals; Annual Rent During Renewals.* As long as (i) Tenantis not then in monetary default of this Lease nor in non-monetary default ofthis Lease beyond any applicable cure period and (ii) Tenant is occupying aportion of the entire Premises at the time of such election, Tenant may extendthis Lease for four (4) additional periods of five (5) years each (each a “**Renewal Term**”) on the same term and conditions as providedin this Lease (except as set forth below), by delivering written notice of theexercise thereof to Landlord not later than nine (9) months before theexpiration of the then current Term.

(a)   After thelast scheduled Renewal Term hereunder, Tenant shall have no further extensionoptions unless expressly granted by Landlord in writing; and

(b)   Landlordshall lease to Tenant the Premises in its then-current condition at thebeginning of each Renewal Term.

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Tenant’s rights under this Section 3.2 shall terminate if (i) thisLease or Tenant’s right to possession of the Premises is terminated, or (ii)Tenant fails to timely exercise its option under this Section 3.2, time beingof the essence with respect to Tenant’s exercise thereof.

**4. Landlord’s Construction Obligations.**

4.1 *Removal of Tanks and Improvements.* Before the EffectiveDate, Landlord removed the existing gas pumps, underground fuel tanks andvarious other improvements existing on the Land.  The removal of the gas pumps and undergroundfuel tanks were undertaken in compliance with Maryland Department of theEnvironment (MDE) procedures including with the presence of an MDEofficial.  Landlord has been advised thata “closure and no further action required letter” (the “Closure Letter”) willbe issued.  Landlord shall be responsiblefor obtaining the Closure Letter.  If theClosure Letter is not obtained within ninety (90) days after the EffectiveDate, then Tenant may terminate this Lease prior to issuance of the ClosureLetter upon written notice to Landlord. Landlord shall not be liable to Tenant for failure of MDE to timelyissue the Closure Letter.

4.2 *Otherwise  “AS IS” delivery.*Exceptas provided in Section 4.1 with respect to Landlord’s delivery of the ClosureLetter, the Land shall be delivered to Tenant in absolutely “AS IS” condition,without representation or warranty by Landlord as to the physical featuresthereof in any manner whatsoever.  Tenantacknowledges that it accepts delivery of the Land in the condition specified inthis Section 4.2.

**5. Tenant’s Construction Obligations.**

5.1 *General.* Tenant shall construct or cause to be constructedthe Tenant Improvements in a good and workmanlike manner.  All construction by Tenant shall be donepursuant to plans and specifications therefor prepared by a licensed architector engineer.  All such plans andspecifications for the Tenant Improvements and the contractor or contractorsengaged by Tenant to perform such work shall be subject to Landlord’s priorwritten approval, which approval shall not be unreasonably withheld ordelayed.  Tenant shall bear all risk oftheft, loss or damage to its personal property, including building materialsstored on the Land or incorporated into Tenant Improvements, from whatsoevercause, unless such loss or damage is due to the negligence or willfulmisconduct of Landlord.

5.2 *Permitting Period*. Tenant shall prepare, or cause to beprepared, complete plans and specifications for the Tenant Improvements (the “**Plans**”) and shall submit the same to Landlord for Landlord’sapproval, which approval shall not be unreasonably withheld or delayed.  If Landlord does not respond within fifteen(15) days after Tenant’s submission of the Plans, the Plans will be deemedapproved.  After Landlord and Tenant haveagreed to final plans and specifications for the building portion of TenantImprovements and  Tenant has received thenecessary County site plan approvals pursuant to Section 2.3 and the necessaryRegulatory Approval pursuant to Section 2.4, Tenant shall make application tothe County for a building permit and to all other appropriate governmentalagencies, quasi-governmental agencies and utility companies for all permits andapprovals necessary to construct the Tenant Improvements (collectively, “**Tenant’s Permits**”). Tenant shall use diligent efforts

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to obtain the Tenant’s Permits on or before August 1, 2007 (this is the“Permitting Period”).  If Tenant isunable to obtain Tenant’s Permits by the conclusion of the Permitting Period,either party may terminate this Lease upon written notice to the other.

5.3 *Construction Period.* Promptly upon issuance of Tenant’sPermits, Tenant shall commence construction of the Tenant Improvements and useits best efforts to complete the same within one hundred twenty (120) daysafter issuance of Tenant’s Permits (this 120 day period is the “ConstructionPeriod”).  Whether or not Tenant hascomplete Tenant Improvements by the conclusion of the Construction Period, theRent Commencement Date shall begin not later than the end thereof.

5.4 *Interim Payments to Landlord.* During the ConstructionPeriod, Tenant shall pay interim rent to Landlord of $2,500.00 per month.

**6. Use of Premises.**

6.1 Throughout theTerm, Tenant shall use the Premises solely for the Permitted Use or in theevent of assignment or sublease of the Premises (so long as Tenant remainsliable under this Lease), for any legally permitted use.

6.2 Uponsubstantial completion of the Tenant Improvements and the obtaining of allnecessary use and occupancy permits, Tenant shall occupy the Premises andpromptly open for business.

6.3 Tenant shallpromptly comply with all laws, rules, regulations, requirements, notices ofgovernmental bodies and public authorities and the reasonable recommendationsof the local board of fire underwriters rating bureau or other fire insurancerating organization for Baltimore County, Maryland and of the Landlord’sinsurers, pertaining to the Premises, the improvements thereon or their use,occupancy or maintenance.

6.4 Tenant willcomply with all provisions of the Americans With Disabilities Act (the “**ADA**”) with respect to the Premises.

**7. Rent**

7.1 Commencing onthe Rent Commencement Date and continuing throughout the Initial Term, Tenantshall pay Annual Rent in equal monthly installments, in advance, on the firstday of each calendar month.  If the RentCommencement Date falls on a day other than the first day of a calendar month,then the Annual Rent for any fractional month during the Term shall beapportioned on a daily basis based upon a thirty (30) day month.

7.2 Whenever underthe terms of this Lease any sum of money is required to be paid by Tenant inaddition to the Annual Rent herein reserved, said sum shall be deemed to beadditional rent (“**Additional Rent**”)and collectible as rent whether or not so designated.  All Annual Rent and Additional Rent shall bepaid without prior demand, except as provided otherwise by the terms of thisLease, and without any setoff, abatement or deduction of any

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nature whatsoever.  Any payment by Tenant of a lesser amount ofAnnual Rent or Additional Rent than is then due shall be applied to suchcategory of arrearage as Landlord may designate irrespective of any contrarydesignation by Tenant and to the oldest, most recent or other portion of thesum due as the Landlord may determine; and Landlord’s acceptance of any suchpartial payment shall not be deemed an accord and satisfaction, and shall bewithout prejudice to Landlord’s right to pursue any other remedies.

7.3 All rent underthis Lease shall be paid to Landlord at Landlord’s Payment Address.

**8. Repair and Maintenance Obligations.**

8.1 Except for matterspertaining to hazardous materials addressed elsewhere in this Lease, Landlordshall have no obligation to repair, maintain or address any condition with theLand.  Except as set forth in thepreceding sentence, Tenant shall be solely responsible for the repair,maintenance and upkeep of the Land and, with respect to the TenantImprovements, the repair and maintenance thereof, in good condition and repairand in compliance with all applicable governmental regulations, for the entireTerm of the Lease.

8.2 Withoutlimiting the provisions of Section 8.1, Tenant shall perform all grass cutting,landscaping, upgrades to or replacements of the Tenant’s Improvements as may benecessary in connection with the use and occupancy thereof and/or as may berequired to comply with all applicable governmental regulations.

**9. Taxes and Assessments.**

9.1 During theTerm, Tenant shall bear, pay and discharge all real estate taxes, special andbenefit assessments, minor privilege charges, metropolitan district charges andother public charges levied or imposed by any governmental agency upon or withrespect to ownership, use or occupancy of the Premises, including taxes onrents (whether imposed on Landlord or Tenant), but excluding taxes identifiedas income taxes.

9.2 All sumspayable by Tenant under this Section 9 shall be paid prior to accrual ofinterest or penalty for nonpayment.  Withrespect to real estate taxes and/or special and benefit assessments and othercharges assessed separately and directly to Tenant, Tenant shall furnishLandlord with evidence of payment in the form of copies of the paid receiptspromptly after payment.  In any case inwhich Tenant contests in good faith any such imposition Tenant may deferpayment to the extent that it is necessary and legally possible to defer thesame in order to make such contest and diligently pursue the same, but in suchevent it shall be a condition of Tenant’s privilege to defer any payment, thatTenant shall, if so requested by Landlord, furnish Landlord, with a bond,reasonably satisfactory to Landlord as to surety, in an amount and upon suchconditions as shall reasonably be necessary to protect the interest of Landlordagainst any loss or impairment resulting from such delay.

9.3 Upon the RentCommencement Date, the parties shall take such action as may be necessary orappropriate in order that proposed assessment notices and separate tax bills

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for the Premises are sentby taxing authorities directly to Tenant, including, if necessary, adesignation of Tenant’s address as address of record for the owner for taxassessment and billing purposes. Tenant shall promptly furnish to Landlordcopies of all such proposed assessment notices and separate tax bills thatTenant receives from the taxing authorities. Tenant shall have the right tocontest the validity and/or seek a reduction of said assessment at Tenant’ssole cost and expense. Tenant shall indemnify Landlord, for the amount of anyinterest, penalty and additional cost payable by Landlord as a result of Tenant’scontest of the validity of or attempt to reduce such assessment. Tenant shallhave the right to institute such proceedings in the name of the Landlord asTenant may deem necessary to contest the validity or seek a reduction of saidassessment; *provided that*, if it is necessary toinstitute said proceedings in the name of the Landlord, the Landlord shall begiven prior written notice of said proceedings. Landlord will, at Tenant’s solecost and expense, execute and deliver to Tenant such documents and/or informationas Tenant may reasonably require in connection with Tenant’s contest of thevalidity of or attempt to reduce said assessment.

9.4 Nothing containedin this Lease shall be deemed to include within the definition of the term “realestate taxes” any tax such as inheritance, estate, succession, gift and/orfederal or state income taxes that are or may be imposed upon Landlord.

**10. Utilities.**

10.1 Beginning on the date that Tenant enters the Landfor construction of the Tenant Improvements, Tenant shall pay, when due, allconsumption charges for all utility services furnished to the Premises.

10.2 Landlord shall not be liable to Tenant fordamages because of interruptions in utility services unless such interruptionis due to the negligent or willful act of Landlord, its employees, agents,contractors, or subcontractors. No interruption in utility service shall causeany abatement in Tenant’s obligation to pay Rent.

**11. Alterations.**

                Afterthe Tenant Improvements have been completed in accordance with the Plans,Tenant shall not thereafter make any alterations, additions, or improvementsaffecting structural or support elements of or in the building or affecting anyutility systems servicing the Premises without Landlord’s prior writtenapproval, which approval shall not be unreasonably withheld or delayed. Anyalterations, additions, or improvements by Tenant that are permitted hereunderor thereafter approved by Landlord shall, at the end of****the Term or soonerexpiration of this Lease, become the property of Landlord and remain upon thePremises.

**12. TradeFixtures.**

                Allfurniture, counters, business machinery, banking equipment, computers(regardless of the manner of installation), and interior removable partitionsplaced upon the Premises during the Term of this Lease, shall be considered aschattels (for subsequent removal purposes) and shall not become part or parcelof the real property, thereby permitting the same to

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be removable by the Tenant at the termination of thisLease. Any damage caused by anysuch removals shall be repaired by Tenant. Upon any termination of this Leaseall Tenant Improvements, other than the above (which shall be the property ofthe Tenant and shall be timely removed by Tenant) shall become the property ofLandlord.

**13. Signs.**

                Subjectto Landlord’s prior approval as to design, location, height and color (whichapproval shall not be unreasonably withheld or delayed), Tenant shall beentitled to install and maintain on the Premises, at its cost and expense,permanent professionally prepared signs containing Tenant’s trade name or logo(and/or those of its subsidiaries and affiliates conducting business from thePremises) so long as such signs comply with applicable law. Subject to Landlord’sprior written approval (which approval shall not be unreasonably withheld ordelayed) as to design, location, height andcolor, Tenant may, if permissible under applicable governmental signregulations, construct a free standing pylon sign on the Premises as well. Tenant may also, if permissibleunder applicable governmental regulations, install a corporate-standardenvironmental surround and/or shield for each of Tenant’s automatic tellermachines (“ATM”).

**14. Landlord’s Access.**

                Landlordand its duly authorized representatives may enter the Premises only uponreasonable advance notice to Tenant and subject to Tenant’s securityrequirements (including the requirement for Landlord’s representative to beescorted at all times by Tenant’s representative), to inspect the Premises and to rectify defaults of Tenantpursuant to the rights grantedto Landlord under Section 25.2 (but only after Tenant has failed to commenceand diligently pursue a cure of the default within any applicable cure periodgranted elsewhere in this Lease); *provided, however*,that any such entry by Landlord and its representatives shall be done in such amanner so as to not unreasonably interfere with the conduct of Tenant’sbusiness operations on the Premises or compromise security of the Premises and *provided**further*that Tenant consents to Landlord’simmediate entry (without prior notice and escort) if an emergency occurs asreasonably determined by Landlord. Landlord shall promptly restore anydisturbance to the Premises caused by any work performed by Landlord on thePremises. Landlord may bringupon the Premises all things reasonably necessary to perform any work done inthe Premises pursuant to this Section 14. Nothing herein contained shall bedeemed or construed to impose upon Landlord any obligation or responsibility whatsoeverfor the care, maintenance or repair of the Premises, except as otherwisespecifically provided in this Lease.

**15.****Rules and Regulations.**Tenantfurther warrants, represents, covenants, and agrees to:

15.1 Keep the Premises (including exterior and interiorportions of all windows, doors and allother glass) in a neat and clean condition;

15.2 Pay beforedelinquency any and all taxes, assessments and public charges levied, assessed,or imposed upon Tenant’s business or upon Tenant’s fixtures, furnishings or 

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equipment in the Premises and pay when and as due alllicense fees, permit fees and charges of a similar nature for the conduct byTenant or any permitted subtenant of any business or undertaking authorizedhereunder to be conducted in the Premises;

15.3Not permit the accumulation (unless in concealed metal containers) orburning of any of Tenant’s rubbish or garbage in, on or about any part of thePremises;

15.4 Except for newspaper vending machines, not usethe parking areas, sidewalks adjacent to or any other space outside theimprovements constructed on the Premises for display, sale, storage or anyother similar undertaking; *provided that*such limitation shall not affect the use of the drive-in area, the night depository, and the ATM’s for their intended purposesnor the placement of outdoor smoking receptacles for use by Tenant’s employeesand customers;

15.5 Not use anyadvertising medium or sound devices inside the improvements constructed on thePremises that may be heard outside the Premises, or permit any objectionableodors to emanate from suchimprovements; *provided that* such limitationshall not affect the use of thedrive-in area, the night depository, and the ATM’s for their intended purposes;

15.6 Not use theplumbing facilities in the Premises for any purpose other than that for whichthey were constructed, ordispose of any foreign substances therein, whether through the utilization of “garbagedisposal” units or otherwise;

15.7 Not use for anypurpose all or any portion of the roof or exterior walls of the Premises otherthan for Tenant’s signs as providedin this Lease; and

15.8 Not place anypaper or cardboard or other temporary signs on the exterior of the improvements unless any suchtemporary signs are professionally done and neat in appearance.

**16. Indemnification.**

16.1 Tenant shall defend, indemnify and save Landlordharmless from and against any and all claims, actions, demands, damages,liability and expenses (including reasonable attorney’s fees) for injury to theproperty of others and injury or death of persons which is caused by or arises (i) out of or in connection with Tenant’suse or occupancy of the Premises or any negligent act or omission of Tenant,its agents, employees, servants or contractors, or (ii) out of breach by Tenantof any term, covenant or condition of this Lease to be performed or observed byTenant. Tenant shall not be liable, however, for any claims, actions, demands,damages, liability and expenses (including reasonable counsel fees) describedin the preceding sentence that result from the negligence of Landlord, itsagents, employees, servants, or contractors and Landlord shall indemnify and save Tenant harmless from any claims, actions, demands, damages,liability and expenses (including reasonable attorneys’ fees) resulting fromsuch negligence..

 

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**17.**          **Insurance and Casualty.**

17.1   *Property Insurance*. Duringthe Term, Tenant shall, at its expense, keep in force insurance on the TenantImprovements, whether now or hereafter constructed, for their full insurablevalue (written on a 100% replacement cost basis), less a reasonable deductible,and covering against loss from fire and perils including Basic Form Causes ofLoss. Such policy shall name Tenant and Landlord as insured as their interestsmay appear. During the Term, Landlord shall, at its expense, maintain insuranceon any improvements on the balance of the Center for one hundred percent (100%)of the full insurable value, less a reasonable deductible, (written on areplacement cost basis) and covering against loss from fire, and perils includingBasic Form Causes of Loss written on an agreed amount basis.

(a)   *Restoration After CasualtyLoss*.In the event of casualty damage to the Premises, Tenant shall beentitled to all insurance proceeds for restoration of the Tenant Improvements; *provided that* Tenantshall diligently repair, restore and reconstruct the Tenant Improvements tosubstantially the same condition existing prior to such casualty. If Tenant doesnot commence and diligently pursue the restoration of the Tenant Improvementsas herein required within one hundred eighty (180) days after the date ofcasualty, then, in addition to any other rights or remedies available toLandlord, Landlord shall be entitled to receive all insurance proceeds and, atLandlord’s option, exercisable after thirty (30) days’ written notice toTenant, either (a) restore the Tenant Improvements to the extent of netinsurance proceeds received, or (b) raze and demolish any remaining TenantImprovements and pave the Land, paying any excess insurance proceeds to Tenant.Notwithstanding anything to the contrary set forth in this Lease, if the TenantImprovements, or any additions, replacements, or alterations thereto, shall besubstantially damaged or destroyed by casualty during the final year of the Initial Term or during the final year of any Renewal Term unless Tenantexercises or has exercised an available renewal option, then this Lease shallterminate as of the date of such damage or destruction and all insuranceproceeds shall be paid solely to Landlord. Except as provided in the precedingsentence, no casualty shall affect the obligation of Tenant to pay Rent under this Lease forthe entire Term hereof.

During all periods when Tenant’s use of the TenantImprovements is limited due to repair or casualty, Tenant may place or erecttemporary facilities on the Land for its operations, provided such temporaryfacilities comply with all governmental requirements.

17.2   *Liability Insurance**of Tenant*. Commencing on the date Tenant enters the Land for constructionof the Tenant Improvements and throughout the Term, Tenant shall, at its expense, keep in force commercialgeneral public liability insurance, automobile liability insurance, boilerliability insurance and sprinkler damage liability insurance, covering bodily injury and property damage occurringon the Premises, including contractual liability coverage for Tenant’sindemnity obligations under this Lease with a limit of not less than One Million Dollars ($1,000,000.00) for bodilyinjury and death and for property damage and with not less than Two Million Dollars($2,000,000.00) in the aggregate; which policy shall be written on anoccurrence basis. During any period of construction, the liability policy shallinclude an endorsement covering construction operations. The minimum coveragelimits set forth above 

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shall, at Landlord’s option, be increased on every fifth anniversary of the RentCommencement Date to a minimum coverage limit that is then commercially reasonable forTenant’s type of business.

17.3   *General Requirements*. Allliability insurance required to be maintained by Tenant shall name Tenant asnamed insured and shall include Landlord as additional insured. All liabilityinsurance required to be maintained by Landlord shall name Landlord as namedinsured and shall include Tenant as additional insured. All insurance requiredto be maintained by eitherLandlord or Tenant shall contain a provision that the insurer shall not cancel or reduce the coverage of anysuch policy without sending thirty (30) days’ prior written notice to Landlordin case of Tenant’s insurance or to Tenant in the case of Landlord’s insurance.If Tenant fails to keep the required insurance in force after ten (10) days’notice from Landlord, Landlord may do so and shall be entitled to collect thepremiums therefor from Tenant as Additional Rent on demand. All insurancepolicies shall be written with insurance companies licensed to do business inthe state of Maryland having a Best Manual rating of A- or better as to general policy holders rating and of VII or better as to financial rating (or equivalentratings as such ratings may be revised from time to time). The insurancerequired to be maintained under this Lease may be carried under a policycommonly known as a “blanketpolicy.” Within ten (10) days after the Landlord’s Delivery Date and prior toany entry upon the Premises by Tenant, its agents or contractors, Tenant shallfurnish to Landlord copies and/or certificates of the insurance policiesrequired to be carried by it under this Section 17. Within ten (10) days afterthe Landlord’s Delivery Date, Landlord shall furnish to Tenant copies and/orcertificates of the insurance policies requires to be carried by it under thisSection 17.

17.4   *Workers’Compensation Insurance*. Landlord and Tenant and any contractors employed or engaged by Landlord orTenant shall obtain, keep in force and pay for workers’ compensation insuranceas required by law.

**18.**          **Eminent Domain.**

18.1   If the Premises is condemned in whole or in part underthe power of eminent domain, this Lease shall terminate as to the part condemned on the date title or possession vests inthe condemning authority, whichever is first. As used herein, the terms “**condemned**” and “**condemnation**”include sale by Landlord to a condemning authority under threat ofcondemnation. Landlord shall have the powerand authority to convey the entire Landlord’s interest in all or any part of the Premises to the condemningauthority without Tenant’s joinder, any such conveyance by Landlord alone shallbe deemed free and clear of any leasehold or other interest by Tenant therein,any condemning authority shall be entitled to rely upon the provisions of thissentence in accepting a deed from Landlord alone. As used herein the term “condemnationaward” includes the proceeds of any sale by Landlord to a condemning authorityunder the threat of condemnation.

18.2   If anycondemning authority notifies Landlord of a proposed condemnation of any partof the Land, Landlord shall give Tenant written notice of the proposedcondemnation together with whatever plats and data are furnished to Landlord bythe condemnor concerning the extent ofthe proposed condemnation of the Premises. If any part of the improved

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portion of the Land is the subject of the proposedcondemnation which will result, in Tenant’s reasonable opinion, in a materialadverse impact on Tenant’s ability to operate its business, Tenant shall haveone hundred twenty (120) days after the date of such notice in which to electto cancel this Lease effective upon taking of possession pursuant to thecondemnation. If Tenant gives written notice of such election within such onehundred twenty (120) days, and if the proposed condemnation is consummated,then this Lease shall terminate entirely on the same date that this Lease terminatesas to the condemned portion of the Premises under Section 18.1 above. If Tenantdoes not make a timely election to cancel this Lease, then this Lease shallcontinue in effect without adjustment to the Annual Rent.

18.3   In the event of the condemnation of all orany part of the Land, Tenant shall not be entitled to share in any part of thecondemnation award, including consequential damages, for the taking of itsleasehold estate, whether or not this Lease is terminated under the provisionsof this Section 18 by reason of such condemnation. Tenant shall, however, beentitled to (i) a portion of any condemnation award attributable to the TenantImprovements and (ii) any separate award obtained by Tenant from the condemningauthority for moving expenses, loss of trade fixtures, and loss of business. Ifthis Lease is terminated, any condemnation award attributable to the TenantImprovements shall be allocated between Landlord and Tenant in the same ratioas the reversionary interest of Landlord in the Tenant Improvements bears tothe then fair market value of the Tenant Improvements. In the event that thisLease is not terminated, then all proceeds attributable to the TenantImprovements shall be made available to Tenant for restoration.

**19.          Assignment and Subletting.**

19.1   Except as provided in Section 19.2 below,Tenant shall not assign this Lease in whole or in part without Landlord’s priorwritten approval, which approval shall not be unreasonably withheld or delayed.No Landlord consent shall be required for any subleasing of the Premises, inwhole or in part, by Tenant provided that Tenant shall provide Landlord withadvance written notice of the possession by any third party pursuant to anysublease. Except as otherwise permitted by this Lease, any assignment byoperation of law, attachment or assignment for the benefit of creditors, shall,at Landlord’s option, be inoperative. If Landlord at anytime consents inwriting to any assignment as defined in and prohibited by this Section 19, inaddition to any other consideration that may pass between the parties inconnection therewith, Tenant and any such assignee or sublessee shall be deemedto have covenanted not to make any further assignment contrary to theprovisions of this Section 19, and such covenants shall be deemed to have madeas of the date of such consent and shall take effect prospectively from thedate thereof.

19.2   Notwithstanding anything contained inSection 19.1 to the contrary, Tenant may, at any time, without the consent ofLandlord assign or otherwise transfer this Lease or any portion thereof to aparent, subsidiary or affiliate corporation or entity; or any corporation orentity resulting from the consolidation or merger of Tenant into or with anyother entity; or to any person, firm or corporation acquiring a majority ofTenant’s issued and outstanding capital stock or a substantial part of Tenant’sphysical assets; *provided, however,* that in theevent of any 

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such assignment ortransfer, the assignee shall assume in writing the performance and observanceof all the terms and conditions of this Lease.

19.3   No assignment or sublease shall relieveTenant from any of its obligations under this Lease.

**20.          Mechanics’ Liens and Other Liens.**

20.1   If any mechanics’ or other lien is filedagainst the Premises by reason of any labor, material or service furnished oralleged to have been furnished to Tenant in connection with construction,alteration or repair of improvements on the Premises made by Tenant, Tenantshall cause such lien to be released of record by payment, bond or otherwise asallowed by law, at Tenant’s expense, within ten (10) business days after thefiling and service thereof; and Tenant shall, at its expense, defend anyproceeding for the enforcement of such lien, discharge and judgment thereon andsave Landlord and any mortgagee harmless from all losses and expenses resultingtherefrom including reasonable counsel fees and other expenses incurred byLandlord and any mortgagee, if any of them elect to defend or participate inthe defense of such proceedings. Nothing in this Section 20 or elsewhere inthis Lease shall be construed as a consent by Landlord that a mechanics’ lienfor any work authorized or contracted for by Tenant or required by this Leasemay attach to or constitute a lien against Landlord’s estate.

20.2   Tenant shall not permit the Premises to besubjected to any statutory lien or any other lien or encumbrance that mightobtain priority over Landlord’s interest in the Premises or be in paritytherewith by reason of any act or omission on the part of Tenant or any of itsapproved licensees or subtenants or their respective agents, servants,employees or contractors other than real estate taxes for which no interest orpenalty has yet been incurred; and in the event that any such lien attaches tothe Premises, Tenant shall discharge such lien promptly by payment, bond orotherwise as allowed by law, at its own expense, within ten (10) business daysafter the filing (and service or notice) thereof.

**21.          Quiet Enjoyment.**

So long as nodefault exists beyond any applicable cure period Tenant shall have the peacefuland quiet use of the Premises, subject to the terms, covenants and conditionsof this Lease, without interference with possession by Landlord or any oneclaiming by, through or under Landlord.

**22.          Right to Mortgage; Attornment.**

22.1   *Landlord’s Right toMortgage.*   Landlord shallhave the absolute right and/or power to mortgage or otherwise create anysecurity interest or other lien or encumbrance upon or affecting the Landlord’sreversionary interest in the Premises or any improvements thereon or any partthereof at any time and from time to time, and Landlord shall further have theright and/or power to modify, extend, renew, replace, refinance or otherwisechange or effect any such mortgage, security interest, lien or encumbrancecreated by Landlord pursuant to this Lease. As a condition to the granting ofany such mortgage or security interest, however, Landlord shall 

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obtain from the mortgageeor other lender or creditor, a non-disturbance agreement recognizing Tenant’srights under this Lease.

22.2   *Attornment.*   When requested by Landlord, Tenant shallpromptly execute an agreement with any mortgagee or prospective mortgagee, orpurchaser or prospective purchaser, of Landlord’s estate in the Premises, underwhich Tenant agrees, in the event that any such person succeeds to the interestof Landlord under this Lease, to attorn to such person as its landlord, as longas such person executes such agreement for the purpose of recognizing Tenant’srights under this Lease.

22.3   *Tenant Financing.*   Tenant shall be permitted, from time totime, to mortgage or otherwise finance its leasehold interest in the Premises.In no event, however, shall any such mortgage or other financing encumberLandlord’s fee interest or affect Tenant’s obligations under this Lease.

**23.          Estoppel Certificates.**

When requested inwriting by either party to this Lease (the **“Requesting Party”**),the other party (the **“Responding Party”**)shall acknowledge in writing to the Requesting Party, a mortgagee orprospective mortgagee, a purchaser or prospective purchaser, of the RequestingParty’s estate, that this Lease is unmodified, in full force and effect, freeof defaults of the Requesting Party and free of defenses against enforceability(or setting forth any modifications, defaults, disclaimers of the Lease ordefenses against enforceability); that the Responding Party has no outstandingclaims against the Requesting Party (or setting forth the nature and amount ofclaims, if any); stating the date to which rent has been paid and the amount ofany advance rental paid; stating the Rent Commencement Date and expiration dateof this Lease; and the status of any other obligation of the Requesting Partyunder or with respect to this Lease; it being intended that any such statementmay be relied upon by the Requesting Party, any mortgagee or prospectivemortgagee, or any purchaser or prospective purchaser, of the Requesting Party’sestate.

**24.          Environmental Matters.**

24.1   If at any time any Hazardous Materials aredetermined to be located on, in or affecting the Land and the presence of suchHazardous Materials is the result of introduction onto the Land by Landlord,any condition existing prior to the Effective Date, any migration fromadjoining parcels or from any other cause other than that described in Section24.4 below (collectively “Landlord’s Responsibility”), then Landlord shall (y)within thirty (30) days after written notice from Tenant or any governmentalauthority of the presence thereof, take or cause to be taken, at its soleexpense, such actions as may be necessary to remediate the contamination causedby the presence of Hazardous Materials, and (z) within thirty (30) days afterwritten demand therefor, reimburse Tenant for any amounts expended by Tenant(i) to remediate the contamination caused by the presence of HazardousMaterials with respect to the Premises if Landlord has failed to do so afternotice and reasonable opportunity to do so, or (ii) in connection with anyjudicial or administrative investigation or proceeding relating thereto,including, without limitation, reasonable attorneys’ fees, fines, or otherpenalty payments. If Landlord fails 

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to take, or cause to betaken, such actions as may be required by this Section 24.1 within ninety (90)days after Tenant’s written demand, Tenant shall have the right to terminatethis Lease upon written notice to Landlord, provided that if the required actionis diligently undertaken by Landlord but cannot be completed within the 90 dayperiod and Tenant’s use and operation of the Premises is not materially,adversely affected by the delay, then Landlord shall have such additional timeas may be reasonably necessary to complete the required action. During anyperiod where Tenant cannot operate from the Premises, then Rent shall abate;otherwise, no abatement of Rent shall occur during Landlord’s required actions.In no event shall Landlord be liable to Tenant for any damages resulting fromany closure of Tenant’s business, Tenant’s remedies being limited to abatementof rent during periods of closure and/or termination of the Lease if Landlorddoes not timely provide the required action. Landlord shall indemnify and holdTenant harmless from and against any loss or damages arising from Landlord’sfailure to perform Landlord’s Responsibility.

24.2   Landlord will provide Tenant with copies ofall notices Landlord receives from any governmental authority regardingenvironmental matters in respect of the Premises.

24.3   During the Term of this Lease, Tenant shall:(1) keep the Premises (including the Land, surface water, ground water, andimprovements to the Land) free of any contamination by Hazardous Materials resultingfrom any act or omission of Tenant; and (2) comply with all Environmental Lawsin its use and occupancy of the Premises; *provided, however, that*Tenant shall be permitted to maintain and use on the Premises HazardousMaterials that are customarily maintained and used by businesses similar toTenant as long as such Hazardous Materials are maintained in appropriatequantities and properly stored and used and otherwise in accordance with allapplicable laws.

24.4   Tenant expressly acknowledges and agreesthat it will reimburse, defend, indemnify and hold harmless Landlord, itssuccessors, assigns and other parties claiming any interest in the Premises by,through or under Landlord, from and against any and all liabilities, claims,damages, penalties, expenditures, losses or charges (including, but not limitedto, all costs of investigation, monitoring, legal fees, remedial response,removal, restoration or permit acquisition) which may, now or in the future, beundertaken, suffered, paid, awarded, assessed, or otherwise incurred as theresult of:

(a)           any contamination by HazardousMaterials existing on, above or under the Premises during the Term that resultsfrom the acts or omissions of Tenant, its subtenants, agents, employees,contractors, or invitees (including, but not limited to, contaminated soil,buildings, facilities and/or ground water) or which introduction is not theresult of Landlord Introduction; and

(b)           any investigation, monitoring, cleanup, removal, restoration, remedial response or remedial work with respect toHazardous Materials for which Tenant would be liable under (a) above andreasonably undertaken by or on behalf of Landlord after Landlord has providedTenant written notice of the need for such investigation, monitoring, clean up,removal, restoration, remedial response or remedial work and Tenant has failedto undertake the appropriate action within a reasonable time.

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24.5   Tenant and Landlord acknowledge and agreethat the expiration or termination of this Lease shall not and does not relieveor release either party of any legal liability and responsibility (under commonlaw, statute or regulation) either would otherwise have as tenant or landlord,respectively, of the Premises under this Section 24, whether by way of damages,penalties, remedial actions, or otherwise for any adverse effects orconsequences resulting at any time from any contamination by HazardousMaterials of the soil, facilities, buildings and/or ground waters which existedon, above or under the Premises during the Term.

**25.          Defaults and Remedies.**

25.1   *Defaults by Tenant.*   If Tenant

(a)           defaults in the payment of AnnualRent and Additional Rent payable under this Lease, and such default continuesfor more than ten (10) days after receipt of written notice thereof; or

(b)           defaults in the performance orobservance of any term, covenant or condition to be performed by it hereunderthat may be performed merely by the payment of money and such default is notrectified within ten (10) days after receipt of written notice thereof; or

(c)           shall allow any insurance policyrequired to be carried by it hereunder to lapse or to be cancelled and does notcause such insurance to be replaced within ten (10) days after receipt ofwritten notice of such lapse or cancellation from Landlord; or

(d)           defaults in the performance orobservance of any other term, covenant or condition of this Lease on Tenant’spart to be performed or observed and does not commence to rectify such defaultwithin thirty (30) days after written notice thereof or does not thereafterdiligently complete the rectification thereof, 

then, in any of suchforegoing events, Landlord may, at its option, (i) terminate this Lease andreenter the Premises or (ii) reenter the Premises without terminating this Lease,and, using due care, assume custody and control thereof for the purpose ofprotecting the Premises and/or for reletting the Premises as agent for Tenantand such agency shall be deemed as a power coupled with an interest and shallbe irrevocable. In either such event Landlord shall make a reasonable effort torelet the Premises and shall be entitled to the benefit of all provisions ofthe public general laws of Maryland and the public local laws and ordinances ofBaltimore County respecting the summary eviction of tenants in default ortenants holding over, or respecting proceedings in forcible entry and detainer.Notwithstanding termination and/or re-entry, Tenant shall remain liable for anyAnnual Rent, Additional Rent, and damages (exclusive of consequential damages)having accrued prior thereto and for any Annual Rent, Additional Rent, anddamages (exclusive of consequential damages) which shall become due thereafterand shall pay Landlord for all reasonable costs and expenses, including but notlimited to, attorneys’ and brokers’ fees and expenses, paid or incurred byLandlord in connection with: (1) obtaining possession of the Premises; (2)removal and storage of Tenant’s or other occupant’s property; (3) care,maintenance and repair of the Premises while vacant; (4) re-letting the wholeor any 

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part of the Premises; and(5) repairing, altering, renovating, partitioning, enlarging, remodeling orotherwise putting the Premises into condition acceptable to, and reasonablynecessary to obtain new tenants.

25.2   *Other Remedies for TenantDefault.*   In addition to theremedies available to Landlord in the preceding Section 25.1, if Tenant failsto maintain any insurance required to be maintained by Tenant under this Lease,or fails to furnish evidence of insurance renewals at the times in this Leaserequired, or allows such insurance to lapse or be cancelled, Landlord mayobtain such insurance for Tenant five (5) days following notice from Landlord,and Tenant shall reimburse Landlord for the cost thereof promptly on demand. IfTenant defaults in the performance or observance of any term, covenant orcondition, other than the covenant to pay rent, to be performed or observed byit under this Lease, and such default continues without cure or commencement ofa reasonable effort to cure same for more than thirty (30) days after writtennotice thereof, Landlord may take action to rectify such default on Tenant’sbehalf; *provided, however,* that except in thecase of an emergency, Landlord shall not make any payment or cause theperformance of any act to cure such default without giving Tenant fifteen (15)days’ notice of Landlord’s intention to do so. Landlord may rectify suchdefault on Tenant’s behalf immediately and without such notice if immediateaction is reasonably believed to be required in order to avoid injury or damageto other persons or property (including Landlord’s property). Subject to Tenant’ssecurity and privacy requirements, Landlord may enter the Premises to rectifysuch defaults. All money advanced and costs and expenses incurred by Landlordin rectifying any default (including Landlord’s reasonable attorney’s fees)together with interest thereon at the “Prime Rate” announced from time to timeby Carrollton Bank as its Prime Rate plus two percent (2%) per annum from thedate advanced until the date paid by Tenant, shall be repaid by Tenant toLandlord on demand.

25.3   *Late Fee.  *In the event that any installmentof Rent is not paid within five (5) days of the due date, Landlord may impose alate fee equal to five percent (5%) of the amount of the delinquentinstallment. Payment of such late fee, if imposed by Landlord, shall be acondition to Landlord’s obligation to accept any delinquent installment ofRent. Any late fee shall not be deemed a penalty but a payment to defray theadministrative cost to Landlord of addressing Tenant’s delinquency.

25.4   *Payment of Landlord’sCosts.  *If Landlord files anaction against Tenant to collect Annual Rent or Additional Rent payable underthis Lease or any other sum for which Tenant is legally liable to Landlord, anda judgment is rendered for Landlord with respect thereto, then Tenant shall payall reasonable attorney’s fees and out of pocket costs of collection incurredby Landlord in such action.

25.5   *Waiver of Lien.  *Landlordexpressly waives any right to a statutory landlord’s lien. Notwithstandinganything contained in this Lease to the contrary, Landlord shall never have anyproperty interest in or lien on or right of distraint against any cash, checks,notes, bonds, securities, passbook, records, or other property held by Tenantfor its customers on the Premises, whether for safekeeping or collateral, andwhether in its vaults, safe deposit boxes, night depository, or safes.

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25.6   *Landlord’s Default.  *In the event that Landlorddefaults in any of Landlord’s obligations under this Lease that affect Tenant’suse and occupancy of the Premises, and fails to cure such default within thirty(30) days after Tenant gives Landlord notice of the Landlord’s default, thenTenant shall be entitled, but not obligated, to cure Landlord’s default, inwhich event upon Tenant’s demand Landlord shall pay Tenant the reasonableexpenses, including reasonable attorneys’ fees, incurred by Tenant in curingLandlord’s default; provided, however, that except in the case of an emergency,Tenant shall not make any payment or cause the performance of any act to cureLandlord’s default without giving Landlord fifteen (15) days’ notice of Tenant’sintention to do so. Notwithstanding the foregoing, if Landlord’s default issuch that it cannot reasonably be cured within thirty (30) days, then, providedthat Landlord shall commence to cure the default within thrity (30) days afterTenant gives Landlord notice of the default and diligently pursues the same,Landlord shall be permitted an additional reasonable period of time in which tocure the default before Tenant exercises Tenant’s remedies under this Section25.6.

**26.          Bankruptcy or Insolvency.**

If any transfer ofTenant’s interest in the Premises created by this Lease shall be made underexecution or similar legal process, or if a petition is filed by or againstTenant to adjudicate Tenant a bankrupt or insolvent under any federal or statelaw, or if a receiver or trustee shall be appointed for Tenant’s business orproperty and such appointment is not vacated within ninety (90) days, or if apetition is filed by or against Tenant under any provision of federal or statelaw for a corporate reorganization of Tenant of an arrangement with itscreditors, of if Tenant makes an assignment for the benefit of its creditors,or if in any other manner Tenant’s interest under this Lease passes to anotherby operation of law (except by merger), then, in any of said events, Tenantshall be deemed to have committed a material breach of this Lease, and Landlordmay, at its option, terminate this Lease and re-enter the Premises; butnotwithstanding such termination, Tenant shall remain liable for all rent anddamages, suffered or incurred by Landlord.

**27.          Miscellaneous Provisions.**

27.1   *Notices.*   All notices from either party to the otherunder this Lease shall be sent by telegram or Certified Mail, Return ReceiptRequested, or hand-delivered with a signed receipt. Whenever in this Leasereference is made to a notice to be given, such notice shall be deemed to havebeen given when mailed, wired or hand-delivered to the proper notice address ofthe party to be notified; *provided that*notices mailed within a time period set forth in the Lease for giving noticeshall be deemed given within such time period, if mailed within such timeperiod. Notices to Landlord shall be addressed to Landlord’s Notice Address.Notices to Tenant shall be addressed to Tenant’s Notice Address.

27.2   *Successors and Assigns.  *This Lease and covenants, termsand conditions herein contained shall inure to the benefit of and be bindingupon Landlord, its successors and assigns, and shall be binding upon and inureto the benefit of Tenant and its permitted successors and assigns. As usedherein the term “Tenant” includes its permitted successors and assigns, and theterm “Landlord” includes its successors and assigns.

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27.3   *Effect ofTermination.  *Except asspecifically provided elsewhere in this Lease, if this Lease is terminated forany reason other than default of Tenant, all liabilities of the parties shallbe adjusted as of the effective date of termination. Any termination hereof byreason of a default of the Tenant shall not affect any obligation or liabilityof Tenant under this Lease.

27.4   *Date of Termination.  *If this Lease is terminated underany provision hereof, the parties shall, at the request of either, stipulatethe termination date in a written agreement to be executed and acknowledged bythe parties.

27.5   *Severability.  *If any term, covenant orcondition of this Lease or the application thereof to any person orcircumstances shall, to any extent, be invalid or unenforceable, the remainderof this Lease, or the application of such term, covenant or condition topersons or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby and each term, covenant orcondition of this Lease shall be valid and be enforceable to the fullest extentpermitted by law.

27.6   *Final Agreement.  *This Lease contains the final andentire agreement between the parties hereto. Neither Landlord nor Tenant shallhave any obligation not expressly set forth herein; and neither party shall bebound by any promises, conditions or representations prior to the date hereofwhich are not expressly set forth therein.

27.7   *Governing Law.*   The parties agree that this Lease shall beconstrued in accordance with the Laws of the State of Maryland.

27.8   *Liability of Landlord.*   If Landlord or any successor in interest toLandlord shall be an individual, joint venture, tenancy in common, firm orpartnership, general or limited, there shall be no personal liability on suchindividual, or the members of such firm, partnership or joint venture withrespect to any of the provisions of this Lease, any obligation arisingtherefrom or in connection therewith. In such event, Tenant shall look solelyto the equity of the then owner of Landlord’s interest in the Center for the satisfactionof any remedies of Tenant in the event of a breach by the Landlord of any ofits obligations hereunder.

27.9   *Brokers.*   Tenant warrants that it employed no brokeror agent concerning the renting of the Premises. Similarly, Landlord warrantsthat there was no broker or agent acting on behalf of Landlord and instrumentalin consummating this Lease. Each party shall indemnify and hold harmless theother party from and against any claims for other brokers or other commissionsarising by reason of a breach by such party of the foregoing warranty.

27.10   *No Joint Venture.  *Nothing contained in this Leaseshall be deemed to give Landlord any interest, control or discretion in theoperation of Tenant’s business on the Premises and nothing contained in thisLease shall be construed to be or to create a partnership or joint venturebetween Landlord and Tenant.

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27.11   *Recording.*   All costs of recording this Lease, or ashort form thereof, if it is recorded (including documentary stamps andtransfer taxes), shall be borne by the party desiring recordation,notwithstanding any statute to the contrary.

27.11   *Force Majeure.*   IfLandlord or Tenant shall be delayed, hindered in or prevented from theperformance of any act or obligation required under this Lease (other thanTenant’s obligation to pay Annual Rent and Additional Rent hereunder) by reasonof acts of God, strikes, lockouts, labor troubles or disputes, inability toprocure or shortage of materials or labor, failure of power or utilities, delayin transportation, fire, vandalism, accident, flood, severe weather, othercasualty, governmental requirements (including mandated changes in the Plans orthe Tenant Improvements resulting from changes in pertinent governmentalrequirements or interpretations thereof), riot, insurrection, civil commotion,sabotage, explosion, war, natural or local emergency, acts or omissions ofothers, or other reasons of a similar or dissimilar nature not solely the faultof, or under the exclusive control of, the delayed party, then performance ofsuch act or obligation shall be excused for the period of the delay and theperiod for the performance of any such act or obligation shall be extended forthe period equivalent to the period of such delay.

27.12   *Landlord’s Consent.*   Unlessotherwise provided in this Lease, whenever Landlord’s consent, approval orother action is required under the terms of this Lease, such consent, approvalor action shall be subject to Landlord’s reasonable judgment or discretionexercised in good faith and shall be delivered in writing and, accordingly,such approval will not be unreasonably withheld, delayed or conditioned byLandlord.

27.13   *Time of Essence.*   Timeis of the essence with respect to the performance of every covenant andcondition of this Lease.

27.14   *Waiver of Jury Trial.*   LANDLORDAND TENANT IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANYACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER (WHETHERIN CONTRACT OR TORT) ON ANY MATTER ARISING OUT OF OR RELATING IN ANY WAY TOTHIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT OR TENANT’S USE OROCCUPANCY OF THE PREMISES.

 

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IN WITNESSWHEREOF, the parties hereto have executed this Lease under their respectivehands and seals as of the day and year first above written.
| ATTEST:       | **LANDLORD:**                                                         |
|---------------|-----------------------------------------------------------------------|
|          |                                                                  |
|          | SCOTTS CORNER LLLP, a Maryland limited  liability limited partnership |
|          |                                                                  |
| /s/ ILLEGIBLE |                                                                  | By: |  /s/ Daniel J. Feeley | (SEAL) |
|          |                                                                  | Name: | Daniel J. Feeley |   |
|          |                                                                  | Title: | General Partner |   |
|          |                                                                  |
|          | **TENANT:**                                                           |
|          |                                                                  |
|          | CARROLLTON BANK, a Maryland state  chartered commercial bank          |
|          |                                                                  |
| /s/ Kim John  |                                                                  | By: | /s/ Robert A. Altieri | (SEAL) |
|          |                                                                  | Robert A. Altieri, President |   |

 

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| STATE OF MARYLAND   | )     |   |
|---------------------|-------|--------|
|                | ) SS: |   |
| COUNTY OF Baltimore | )     |   |

 

I HEREBY CERTIFYthat on this 13th day of January, 2006, before me, the undersigned officer,personally appeared Daniel J. Feeley, who acknowledged himself to be theGeneral Partner of Scotts Corner LLLP, a Maryland limited liability limitedpartnership, and that he, in such capacity, being authorized to do so, executedthe foregoing instrument for the purposes therein contained, by signing thename of the partnership, as General Partner.

IN WITNESS WHEREOFI hereunto set my hand and Notarial Seal.
|                   |   | /s/ ILLEGIBLE |   |
|------------------------|--------|---------------|--------|
|                   |   | Notary Public |   |
|                   |   |          |   |
| My Commission expires: |   |          |   |
|                   |   |          |   |
| 12/01/06               | [SEAL] |          |   |

 

 
| STATE OF MARYLAND   | )     |   |
|---------------------|-------|--------|
|                | ) SS: |   |
| COUNTY OF Baltimore | )     |   |

 

I HEREBY CERTIFYthat on this 5th day of January, 2006, before me, the undersigned officer,personally appeared Robert A. Altieri, who acknowledged himself to be thePresident of Carrollton Bank, a Maryland state chartered commercial bank, andthat he, in such capacity, being authorized to do so, executed the foregoinginstrument for the purposes therein contained, by signing the name of the bank,as President.

IN WITNESS WHEREOFI hereunto set my hand and Notarial Seal.
|        |   | /s/ ILLEGIBLE |   |
|--------|--------|---------------|--------|
|   |   | Notary Public |   |

 

My Commission expires:****7-1-06

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