EXHIBIT 10.6
LEASE AGREEMENT
THIS LEASE, made this 28th day of November, 2000, by and between RIVERSIDE
PROPERTY DEVELOPMENT, LLC, a Maryland limited liability company, (hereinafter
called "Landlord"), and PENN MAR BANCSHARES, INC., a Maryland corporation
(hereinafter called "Tenant"). In consideration of the covenants, conditions
and rents hereinafter set forth, it is agreed as follows:
1. PREMISES AND TERM:
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A. Landlord does hereby lease, demise and let to Tenant, and Tenant does
hereby lease, take and accept from Landlord, all that lot of ground known as 6R
on Plat Book 63 Pages 108 and 109 in Xxxxxxxxx County, Maryland described on
Exhibit A attached hereto and made a part hereof, containing .9 acres of land
more or less (the "Land"), together with the building (the "Building") which may
be constructed thereon. The said lot of ground and Building are herein referred
to collectively as the "Premises."
B. To have and to hold the same for an initial term of one (1) year (the
"Initial Term") commencing on November 15, 2000 (the "Commencement Date") and
terminating on November 14, 2001 (the "Termination Date"). As used in this
Lease, the term "Lease Year" shall mean each consecutive one (1) year period
commencing upon the Commencement Date and ending at midnight on the day before
the anniversary of such date, or the anniversary of each subsequent Lease Year,
as the case may be.
C. Tenant shall have the option to renew this Lease for four (4)
additional terms of one (1) year each followed by one (1) renewal term of seven
(7) years (each a "Renewal Term") upon giving Landlord not less than sixty (60)
days written notice prior to the Termination Date or the expiration of any
Renewal Term. The Initial Term and any Renewal Term shall be referred to
together as the "Term."
2. CONSTRUCTION OF BUILDING:
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Tenant may, in its sole discretion, design, construct and occupy the
Building on the Premises pursuant to future plans, specifications and agreements
prepared by or on behalf of Tenants. Such plans, specifications and agreements
will be subject to Landlord's prior written approval, which approval shall not
be unreasonably withheld. If Tenant decides to construct the Building, Tenant
shall be responsible for obtaining, at its sole expense, all licenses, permits
and approvals. Additionally, if Tenant decides to construct the Building,
Tenant shall be responsible for assuring that the Building is in compliance with
all applicable covenants, laws, rules and regulations.
3. RENT:
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A. Tenant covenants to pay to Landlord the base rent ("Base Rent") as set
forth in Paragraphs B and C below.
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B. Base Rent. Tenant covenants and agrees to pay to the Landlord a base
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annual rental (the "Base Rent") for the Premises of Fifty Thousand Four Hundred
Dollars ($50,400) per annum payable in twelve (12) equal monthly installments of
Four Thousand Two Hundred Dollars ($4,200) each, in advance on the first day of
each full calendar month during the Initial Term, the first such installment to
be paid on the first day of the Initial Term. If the Term shall commence or
terminate on a day other than the first day of a month, the monthly installment
of Base Rental for any such partial month of the Term shall be pro rated on a
per diem basis.
C. Increase in Base Rent. Base Rent payable under Paragraph B above
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shall be increased annually commencing with the first anniversary of the
Commencement Date and each successive Lease Year thereafter during the Term by
an amount equal to the product obtained by multiplying the annual Base Rent in
effect immediately prior to the expiration of the current Lease Year, by a
fraction, the numerator of which is the Index (defined below) most recently
available immediately prior to the expiration of the current Lease Year, and the
denominator of which is the Index most recently available immediately prior to
the Commencement Date. In no event shall Base Rent be less than the prior
year's Base Rent.
As used herein, the "Index" means the Consumer Price Index for Urban
Wage Earners and Clerical Workers as promulgated by the Bureau of Labor
Statistics of the United States Department of Labor (1982-1984=100) "All Items"
(Washington-Baltimore) (hereinafter called the "Index"). If the Index or a
relevant portion of the Index is no longer promulgated, the Landlord, in its
discretion, shall select a substitute index or substitute portion of the Index.
4. LATE PAYMENT:
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In the event that any payment required by Tenant under the provisions of
this Lease shall not be paid on the date due, and such payment remains unpaid
for a period of ten (10) days, then, Tenant shall pay a late fee in an amount
equal to five percent (5%) of said payment or any portion thereof.
5. LEASE:
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It is the intention of the parties that, except as otherwise set forth in
this Lease, the Base Rent shall be an absolute net return to Landlord throughout
the Term of this Lease free of any expenses, fees, costs, charges, or other
deduction of any nature whatsoever with respect to the Premises, or its
ownership or operation and this Lease shall be interpreted to impose upon Tenant
all such expenses, fees, costs and charges. In furtherance of such purpose,
Tenant shall pay to Landlord as additional rent, from time to time, any
expenses, fees, costs or charges which are customarily passed through to and/or
paid by tenants, from time to time, in the Xxxxxxxxx County area pursuant to
triple-net leases for commercial buildings. Tenant shall make such payments to
Landlord within thirty (30) days after Landlord furnishes Tenant with a
statement therefor together with supporting documentation, unless a different
time for payment is required elsewhere in this Lease. Notwithstanding anything
to the contrary contained above in this Xxxxxxxxx 0, Xxxxxx shall not be
required to pay to Landlord, any fines or penalties incurred by Landlord, any
brokerage fees, any income taxes on Landlord's business, any legal or accounting
costs, or interest on and amortization of mortgages.
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6 TAXES:
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A. Tenant shall be liable for and shall pay directly to the appropriate
taxing authority, at least thirty (30) days before any fine, penalty, interest
or other cost may be added thereto for the non-payment thereof, but in any event
by the due date thereof, (i) all Taxes (defined below), and (ii) all taxes now
or hereafter levied against Tenant's personal property, trade fixtures and
tenant improvements placed on or in or made upon the Premises. As used herein,
the term "Taxes" shall mean all taxes, benefit charges, assessments, levies, and
charges of any kind and nature whatsoever whether now or hereinafter levied or
assessed against the Land and improvements which constitute the Premises or any
part thereof (including, without limitation, assessments by any city, county,
municipality, metropolitan, district or commission).
B. Upon request, Tenant shall furnish Landlord evidence satisfactory to
Landlord of the payment of the Taxes and other taxes required to be paid
pursuant to Paragraph 6.A. above.
C. Tenant shall have the right, but not the obligation, to protest or
appeal any assessment, charge, levy and/or tax rate, relating to Taxes, and to
petition for a refund or rebate of the whole or part of any Taxes and to carry
on any proper proceedings, legal or otherwise, in connection therewith. Tenant,
upon giving written notice thereof to Landlord, shall not be required to pay any
Taxes so long as Landlord or Tenant shall continuously and diligently and in
full conformity with law and regulations contest the Taxes by appropriate
proceedings, unless a notice of tax sale is issued or published or Landlord
determines that payment is required by law, or is necessary to protect
Landlord's title to the Premises or to avoid a default under any "mortgage," as
that term is used in this Lease. Tenant agrees that if it shall commence such
proceedings, it shall notify Landlord thereof within ten (10) days, and shall
diligently prosecute such proceedings to completion and shall not otherwise
abandon or discontinue the same without affording Landlord a reasonable
opportunity to continue the prosecution thereof. The cost and expense of any
such proceeding instituted by Tenant shall be borne by Tenant. Landlord may,
but is not obligated to, protest or appeal any assessment, charge, levy and/or
tax rate relating to the Taxes.
D. If at any time during the Term of this Lease, the present method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments, levies, or charges levied, assessed, or imposed on real estate and
the improvements thereon, there shall be levied, assessed, or imposed on
Landlord, a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax assessment, levy, or charge measured by or based, in
whole or in part, upon such rents of the Building, then such taxes, assessments,
levies, or charges that are in lieu of the present method of taxation shall be
deemed to be included within the term "Taxes" for the purposes hereof.
E. Any payment to be made pursuant to this Paragraph 6 with respect to
the real estate tax year in which this Lease commences or terminates shall be
pro-rated for the period during which Tenant occupies the Premises.
7. FIRE AND EXTENDED COVERAGE AND OTHER INSURANCE:
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A. If and when Tenant shall occupy the Building, Tenant, subject to the
provisions of Paragraph 7.F., below, shall pay to Landlord from time to time any
and all amounts paid or incurred by Landlord for any insurance obtained by or to
benefit Landlord in connection with the
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Premises or its ownership, use or operation. Without limiting the generality of
the foregoing, Tenant shall pay Landlord's premiums and all other costs, fees
and expenses incurred for all-risk casualty insurance (including, without
limitation, vandalism, malicious mischief, water, fire, burglary and theft)
covering the Building and the other improvements on the Premises, in an amount
equal to the full replacement value thereof, commercial general liability
insurance, worker's compensation or similar insurance against loss or damage to
the Building and any other improvements now or hereafter located on the Premises
and such other types of insurance in such amounts as Landlord may from time to
time reasonably obtain, and which are customarily passed through to and/or paid
by tenants, from time to time in the Xxxxxxxxx County, Maryland area.
B. Premiums shall be adjusted and pro-rated to the Termination Date of
the Term of this Lease, as the case may be.
C. Tenant shall pay such insurance premiums as set forth above within
thirty (30) days after Landlord sends Tenant a statement of Landlord's
calculations supported by copies of the actual xxxxxxxx rendered to Landlord.
D. Tenant will not do, omit to do, or suffer to be done or keep or suffer
to be kept anything in, upon, or about the Premises that will violate the
provisions of Landlord's policies insuring the Premises against loss or damage
by fire or other hazards (including, but not limited to, public liability), that
will adversely affect Landlord?s fire or liability insurance premium rating or
that will prevent Landlord from procuring such policies in companies reasonably
acceptable to Landlord.
8. MAINTENANCE OF LAND:
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As of the Commencement Date, Tenant shall be responsible for maintaining
the Land including grass cutting, trash removal and extermination. If a
building is constructed on the Land, tenant shall, at its own expense, perform
or supply the following with respect to the Premises trash removal,
exterminating, cleaning, snow removal, parking lot maintenance, grass cutting,
grounds maintenance, landscaping, security, and any other item or service not
expressly required to be performed or supplied by Landlord elsewhere in this
Lease.
9. UTILITIES:
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If a building is constructed on the Land Tenant shall pay when due all
charges for gas, electricity, light, heat, all public charges for sanitary
sewage discharged from the Premises and for water consumed on the Premises,
power and all other utilities and telephone or other communication services
used, rendered or supplied upon or in connection with the Premises.
10. LIENS OR ENCUMBRANCES:
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Tenant shall not do or suffer to be done any act, matter or thing whereby
Landlord's or Tenant's interest in the Premises, or any part thereof, may be
encumbered by any mechanics' lien. Tenant shall discharge or stay the
enforcement by bond or otherwise, within thirty (30) days after the date of
filing, any petition for final or interlocutory mechanics' liens filed against
Landlord's or Tenant's interest in the Premises, or any part thereof, purporting
to be for labor or material furnished or to be furnished to Tenant. Landlord
may, at its option, discharge by bond or
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otherwise any such mechanics' lien not discharged by Tenant within such thirty
(30) day period, and Tenant, upon demand, shall reimburse Landlord for any such
expense incurred by Landlord. Any monies expended by Landlord shall be deemed
additional rent, collectible as such by Landlord and the late charge specified
in Paragraph 4 shall accrue from the date Landlord becomes obligated for such
expenses.
11. USE OF PREMISES:
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If the Building is constructed on the Land, Tenant shall use and occupy the
Premises throughout the Term hereof solely for retail banking services and
general offices, from time to time, under applicable laws, rules, regulations,
codes and restrictions, unless Landlord and Tenant agree otherwise.
12. ALTERATIONS AND IMPROVEMENTS:
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A. Tenant covenants that it will not make any alterations, improvements
or changes of any kind to the Premises (structural or otherwise) without first
securing the prior written consent of Landlord, which consent shall not be
unreasonably withheld.
B. At the termination of this Lease, all improvements, alterations,
replacements and building service equipment made or installed by or on behalf of
Tenant and permanently affixed to the Premises shall become the property of
Landlord without payment therefor by Landlord, but subject to the provisions of
this Lease, provided that all machinery, equipment (other than building service
equipment), trade fixtures, movable partitions, furniture and furnishings
installed by Tenant or maintained on the Premises, even if permanently affixed
thereof, shall remain the property of Tenant, and Tenant shall, if not in
default, beyond applicable grace or cure periods be entitled to remove the same
or any part thereof at any time during the Term of this Lease, but Tenant shall
at its expense, repair any and all damage to the Premises resulting from or
caused by such removal.
C. If after receiving prior written consent from Landlord as provided in
Section 12.A. herein, Tenant decides to make any alterations, improvements or
changes of any kind to the Premises, Tenant shall be responsible for assuring
that all such alterations, improvements or changes comply with the Americans
with Disabilities Act.
13. REPAIRS AND MAINTENANCE:
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A. If the Building is constructed on the Land, Tenant covenants
throughout the Term of this Lease, at its expense, to maintain in good order and
repair and replace when necessary the Building, including all exterior and
structural portions, the foundation, the floor, all window and door glass in the
Building, interior and exterior, all building service equipment in the Building
or serving the Building including, but not limited to, electrical, plumbing,
heating, air conditioning, sewer, water and sprinkler equipment, all pipes,
wires, ducts, fixtures and appliances and the driveways, roads or parking areas.
Tenant further covenants to keep the Premises in a safe, clean and sanitary
condition and to provide for the removal of trash and rubbish.
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14. LIABILITY AND OTHER INSURANCE:
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A. Tenant shall obtain and maintain public liability insurance in form
and substance satisfactory to Landlord and Landlord's lender, if any, from time
to time, insuring Landlord and if Landlord so elects, Landlord's lender and such
other person(s) as required by Landlord, against claims for bodily injury or
death or property damage occurring in or about the Premises and on, in or about
the adjoining driveways and passageways, with limits as required by Landlord
from time to time, but in no event with combined single limits less than Three
Million Dollars ($3,000,000.00) per occurrence, and in the aggregate. Such
liability insurance shall, in addition, extend, through contractual liability
endorsements, to any liability of Tenant arising out of the indemnifications
provided in this Lease and shall be subject to the waiver of subrogation
specified in this Lease. Such policy of insurance shall provide that
notwithstanding any negligent act of Tenant which might otherwise result in its
forfeiture, the policy shall not be canceled without at least thirty (30) days
written notice to each named insured. A copy of said policy shall be delivered
to Landlord, prior to any use or occupancy of the Premises and as otherwise
required by Landlord, and evidence of renewals shall be delivered to Landlord
annually and as otherwise reasonably required by Landlord.
B. If the Building is constructed on the Land, Tenant shall obtain and
maintain fire insurance with standard broad form extended coverage and full
replacement cost endorsements covering the Building and all of Tenant's
contents, furniture, furnishing, machinery, such equipment as is not affixed to
the Premises, trade fixtures and signs and Tenant's interest in all of the
improvements and alterations installed in the Premises by Tenant. A certificate
evidencing such insurance shall be delivered to Landlord prior to any use or
occupancy of the Premises and as otherwise required by Landlord and evidence of
renewals shall be delivered to Landlord annually and as otherwise required by
Landlord.
C. Tenant shall obtain and maintain such other and further insurance with
respect to such risks or matters as Landlord may reasonably require from time to
time. All of the insurance which Tenant is required to obtain and maintain
pursuant to the terms of this Lease shall be in form and content, including
amount of coverage, reasonably satisfactory to Landlord, issued by such insurers
as reasonably satisfactory to Landlord and shall name such parties as Landlord
may reasonably require, from time to time.
15. DAMAGE OR DESTRUCTION:
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A. Subject to the provisions of Paragraphs 15.B., below, if during the
Term of this Lease the Building or other improvements are damaged by the fire or
other casualty then Tenant shall promptly restore the Building and other
improvements to the condition immediately prior to the casualty.
B. If at any time the Building or other improvements on the Premises are
destroyed or damaged by fire or other casualty and (i) more than sixty percent
(60%) of the Building and other improvements on the Premises is destroyed or
damaged, (ii) the restoration period indicated below is in excess of one (1)
year from the date of the fire or other casualty or (iii) the insurance
proceeds are insufficient to restore the Building to its former condition,
either party shall have the option to terminate this Lease. Such option shall
be exercised by written notice to the other party no later than forty-five (45)
days after the date of the casualty.
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C. Rent shall be equitably abated for any period that the Building or
other improvements are destroyed or damaged to the extent to which Tenant's use
of the Building or other improvements on the Premises is materially impaired.
16. CONDEMNATION:
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A. If during the Term of this Lease all or a substantial part of the
Premises shall be taken by eminent domain, then at the option of Tenant or
Landlord this Lease shall terminate as of, and the rent shall be apportioned to
and xxxxx from and after, the date of taking. Tenant shall have no claim
against Landlord or the condemning authority for the value of the unexpired Term
of this Lease and no right to participate in any award or damages for such
taking (except as set forth in sub-paragraph D hereof) and hereby assigns all of
its right, title and interest therein to Landlord. For purposes of this
Paragraph 16, "a substantial part of the Premises" shall mean a taking which
renders Tenant unable to carry on its business on the Premises.
B. If during the Term of this Lease, less than a substantial part of the
Premises shall be taken by eminent domain, this Lease shall remain in full force
and effect; provided that Landlord shall at its expense promptly make such
repairs and improvements as shall be necessary to restore the Premises to
substantially the same efficiency as before the taking.
C. For the purpose of this Paragraph 16, "taken by eminent domain" or
"taking under the power of eminent domain" shall include a negotiated sale or
lease and transfer of possession to a condemning authority under bona fide
threat of condemnation for public use, and Landlord alone shall have the right
to negotiate with the condemning authority and conduct and settle all litigation
connected with the condemnation. As hereinabove used, the words "award of
damage" shall, in the event of such sale or settlement, include the purchase or
settlement price of any such negotiated transfer.
D. Nothing herein shall be deemed to prevent Tenant from claiming from
the condemning authority compensation for the taking of Tenant's own tangible
property, improvements upon the Premises constructed at Tenant's sole expense
and damages for Tenant's loss of business, business interruption and/or removal
and relocation. Should the condemnation be effected without a cancellation of
this Lease, there shall be an appropriate equitable reduction in rent
commensurate with the area so taken and to the extent to which the Tenant's use
of the Premises is materially impaired.
17. INDEMNIFICATION AND WAIVER OF CLAIM:
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A. Tenant will defend and will indemnify Landlord and save it harmless
from and against any and all claims, actions, damages, liability, and expense
(including, but not limited to, attorneys' fees) in connection with the loss of
life, bodily injury, or damage to property or business arising from, related to,
or in connection with the occupancy or use by Tenant or any assignee, subtenant,
concessionaire, or licensee of the Premises or occasioned wholly or in part by
any act or omission of Tenant or any assignee, subtenant, concessionaire, or
licensee or its or their contractors, subcontractors, agents, employees or
invitees. Tenant shall also pay all costs, expenses, and reasonable attorneys'
fees that may be expended or incurred by Landlord in enforcing or defending
against the enforcement of the covenants and agreements of this Lease.
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B. Notwithstanding anything to the contrary contained in this Lease,
Landlord and Tenant do mutually release and discharge the other, and all persons
against whom their insurance company or companies would have a right or claim by
virtue of subrogation, of and from all suits, claims, and demands whatsoever,
for loss or damage to the property of the other, even if caused by or occurring
through or as a result of any negligent act or omission of the party released
hereby or its contractors, subcontractors, agents, or employees, so long as and
to the extent that such loss or damage is covered by insurance benefiting the
party suffering such loss or damage or was expressly required to be so covered
under this Lease. Each party further agrees that each will cause its policies of
insurance for fire and extended coverage to be so written as to include a waiver
of subrogation. If the inclusion of such a clause occasions additional cost for
the policyholder, the other party shall be given notice of such additional cost
and the opportunity to pay it within thirty (30) days, in which case the
policyholder shall require the insurance company to include the clause. The
provisions of this Paragraph 17 shall survive the termination or earlier
expiration of this Lease.
18. DEFAULT PROVISIONS:
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Tenant shall have breached this Lease and shall be considered in default
hereunder if:
Tenant fails to pay any installment of Base Rent or additional rent
when due and payable and such failure shall continue for ten (10) days
following notice from Landlord that Tenant has failed to make any such
payment, provided, however, that Landlord shall not be required to
give any such notice of nonpayment more than two (2) times in any
twelve (12) month period;
Tenant fails to perform any of the other covenants or conditions of
this Lease on the part of Tenant to be performed and such failure
continues for thirty (30) days after notice thereof to Tenant or such
longer time as reasonably necessary provided Tenant is diligently
working to cure the default;
Tenant makes an assignment for the benefit of its creditors;
a receiver or trustee is appointed for all or part of the property of
Tenant or any Guarantor;
Tenant files a petition in bankruptcy;
there is filed against Tenant a petition in bankruptcy or for its
reorganization or for an arrangement under any bankruptcy law or other
law and the same is not dismissed within sixty (60) days after the
date filed; or
Tenant becomes insolvent.
19. REMEDIES OF LANDLORD:
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A. In the event of a breach of this Lease as set forth in Paragraph 18
above, Landlord shall have the option to do any of the following in addition to
and not in limitation of any other remedy permitted by law or by this Lease: (i)
to re-enter the Premises, to dispossess Tenant and all other occupants from the
Premises and to remove any or all of Tenant's property at the
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Premises, provided, however, that there not be a breach of the peace by
Landlord, (ii) to store Tenant's property in a public warehouse or elsewhere at
the cost, risk, and expense of Tenant, without Landlord's being deemed guilty of
trespass or becoming liable for any loss or damage which may occur on Tenant's
property, and (iii) upon twenty (20) days written notice to Tenant, which the
parties agree is commercially reasonable, to sell at public or private sale any
or all of said property, with the proceeds of sale to be applied: first, to the
costs and expenses of retaking, removal, storage, preparing for sale, and sale
of the property (including reasonable attorneys' fees); and second, to the
payment of any sum due hereunder to Landlord; and, third, any surplus to Tenant
or the person otherwise entitled thereto.
B. Further, upon the occurrence of any such breach, Landlord, in addition
to any other remedies it may have at law, in equity, by statute, or under any
other provision of this Lease, shall have the right to terminate this Lease, as
well as all right, title, and interest of Tenant hereunder. Tenant shall then
immediately quit and surrender the Premises to Landlord, and Landlord may enter
upon the Premises, by force, summary proceedings, or otherwise. In any of such
events, Landlord shall be entitled to the benefit of all provisions of the
ordinances and public local laws of the city or county where the Premises is
located and of the Public General Laws of the State of Maryland dealing with the
speedy recovery of lands and tenements held over by tenants or proceedings in
forcible entry and detainer. Upon any entry or re-entry by Landlord, with or
without legal process, provided, however, that there shall not be a breach of
the peace by Landlord, Landlord shall also have the right (but not the
obligation) to relet all or any part of the Premises, from time to time, at the
expense of Tenant. No re-entry by Landlord with or without a declaration of
termination shall be deemed to be an acceptance or a surrender of this Lease or
as a release of Tenant's liability for damages under the provisions of this
Paragraph 19.
20. QUIET ENJOYMENT:
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Provided Tenant has performed its obligations under this Lease, Tenant
shall quietly hold and enjoy the Premises during the Term of the Lease, subject
to the terms and conditions of the Lease, without hindrance or molestation by
Landlord.
21. SURRENDER OF PREMISES:
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A. At the expiration or earlier termination of the Term of this Lease, if
the Building has been constructed, Tenant shall peaceably surrender the Premises
in broom clean condition and in the same condition as the Premises was upon the
commencement of this Lease, (with the addition of the Building) except for
ordinary wear and tear.
B. At the expiration or earlier termination of this Lease, Tenant shall
immediately remove all property that it owns and is permitted to remove from the
Premises under the provisions of this Lease, and, failing to do so, Landlord at
its option may either (i) cause that property to be removed at the risk and
expense of Tenant (both as to loss and damage), and Tenant hereby agrees to pay
all costs and expenses incurred thereby, including sums paid to store the
property elsewhere and the cost of any repairs to the Premises caused by the
removal of the property, or (ii) upon twenty (20) days written notice to Tenant,
which the parties agree is commercially reasonable, sell at public or private
sale any or all of such property, or (iii) at Landlord's option, title shall
pass to Landlord.
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22. RIGHT TO ASSIGN AND SUBLEASE:
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A. Tenant shall not make or permit an Assignment (defined below) of this
Lease or of the Premises or any interest of Tenant herein or therein, without
first obtaining the prior written consent of Landlord, which consent shall not
be unreasonably withheld. As used in this Lease, "Assignment" shall mean any
assignment, transfer, in whole or in part, of Tenant's interest in this Lease,
any sublease by Tenant of all or part of the space in the Premises.
B. Any consent by Landlord to an Assignment shall not constitute a waiver
of consent to any subsequent Assignment.
C. If this Lease or any interest herein be assigned in whole or in part
or if the Premises or any part thereof be sublet, used, or occupied by anyone
other than Tenant without Landlord's prior written consent, Landlord may
nevertheless collect rent from the assignee, sublessee, user, or occupant and
apply the net amount collected to the rents herein reserved. No such Assignment
or collection shall be deemed a waiver of the covenant herein against Assignment
by others, or the acceptance of the assignee, subtenant, user, or occupant as
Tenant hereunder, or constitute a release of Tenant from the further performance
by Tenant of the terms and provisions of this Lease.
D. Notwithstanding anything to the contrary contained in this Paragraph
22, Tenant shall have the right, upon notice to Landlord, (i) to assign this
Lease, in whole or in part, or sublet all or any part of the Premises to an
affiliate of Tenant, or (ii) to effect an assignment by operation of law by way
of merger into a new corporation, or a sale of all or substantially all of the
assets or stock of Tenant. As used herein, an "affiliate of Tenant" shall mean
any entity which controls, is under common control with or is controlled by
Tenant.
23. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT:
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This Lease shall be subject and subordinate to the lien, operation or
effect of any present or future mortgage on the Premises or any property of
which the Premises are a part irrespective of the time of execution or the time
of recording of any such mortgage, provided the holder of any such mortgage
(herein referred to as "Mortgagee") executes a non-disturbance agreement. In
the event the Premises are sold at any foreclosure sale, by virtue of any
judicial proceedings or otherwise, this Lease shall continue in full force and
effect and Tenant agrees upon request of any purchaser to attorn to and
acknowledge the foreclosure purchaser at such sale as Landlord hereunder,
provided the purchaser at any such foreclosure sale recognizes Tenant's interest
in this Lease. Tenant shall, within twenty (20) days after the request of
Landlord or any Mortgage, execute such instrument or instruments as Landlord or
any Mortgagee may require to, among other things, effect the agreements
contained in this Paragraph 23, which instrument or instruments may also contain
such other provisions as Landlord or its Mortgagee may reasonably require, but
Tenant shall be required to agree to such other provisions only to the extent
that such other provisions do not materially adversely affect Tenant's use,
occupation or enjoyment of the Premises.
24. TENANT HOLDING OVER:
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Any holding over after the expiration of the Term hereof, without the
written consent of Landlord shall be construed to be a tenancy from month to
month and shall otherwise be on the
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terms and conditions hereinbefore specified. Such tenancy from month to month
shall continue until either party shall give at least sixty (60) days notice in
writing to the other terminating such tenancy.
25. HAZARDOUS MATERIALS:
-------------------
A. Tenant shall not cause or permit any Hazardous Material (defined
below) to be brought upon, kept or used in or about the Premises by Tenant, its
agents, employees, contractors or invitees, except for such Hazardous Material
as is necessary or useful to Tenant's business.
B. Any Hazardous Material permitted on the Premises as provided in
Paragraph 25.A. above, and all containers therefore, shall be used, kept, stored
and disposed of in a manner that complies with all federal, state and local laws
or regulations applicable to any such Hazardous Material.
C. As used herein, the term "Hazardous Material" means (a) any "hazardous
waste" as defined by the Resource Conservation and Recovery Act of 1976, as
amended from time to time, and regulations promulgated thereunder; (b) any
"hazardous substance" as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, and
regulations promulgated thereunder; (c) any "oil, petroleum products, and their
by-products"; and (d) any substance which is or becomes regulated by any
federal, state or local governmental authority.
D. Tenant shall defend, indemnify and hold harmless Landlord and its
agents, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs, or expenses (including, without limitation,
reasonable attorney and consultant fees, court costs and litigation expenses,
collectively, the "Claims") arising out of (a) the disposal, or release, of any
Hazardous Material on the Premises by Tenant; or (b) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to Hazardous Material disposed by Tenant. Notwithstanding anything
to the contrary contained in the immediately preceding sentence, Tenant's
obligation to defend, indemnify and hold harmless Landlord and its agents shall
not apply with respect to any claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses with respect to Hazardous Materials that
were placed upon or existed upon the Premises prior to the Commencement Date,
unless Tenant or its agents, servants, employees, contractors or invitees placed
those Hazardous Materials upon the Premises. Landlord shall defend, indemnify
and hold harmless Tenant and its agents, from and against any Claims arising out
of (a) the disposal, or release, of any Hazardous Material on the Premises prior
to the Commencement Date; or (b) any personal injury (including wrongful death)
or property damage (real or personal) arising out of or related to Hazardous
Material disposed by Landlord.
26. SIGNS:
-----
Tenant may place signs on the exterior of the Premises in compliance with
all applicable laws, covenants, rules and regulations.
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27. CUMULATIVE REMEDIES:
-------------------
Any and all remedies available to Landlord or Tenant for the enforcement of
the provisions of this Lease are cumulative and not exclusive, and Landlord or
Tenant, as the case may be, shall be entitled to pursue any of the rights
enumerated in this Lease or remedies authorized by law or available in equity,
or all of the foregoing.
28. NOTICES;
-------
All notices to Tenant under this Lease shall be conclusively presumed to
have been delivered, one (1) business day after sending by Federal Express, or
other commercial overnight delivery service, or three (3) business days after
mailing by United States mail, first class, certified or registered, and postage
prepaid, addressed to Tenant, at __________________, Attention: Xx. Xxxxxxxx
Xxxxxxxx or to such other address as Tenant may in writing from time to time
designate. All notices to Landlord hereunder shall be conclusively presumed to
have been delivered one (1) business day after being sent by Federal Express or
other commercial overnight delivery service or three (3) business days after
mailing by United States mail, first class, certified or registered, and postage
prepaid, addressed to Landlord, at _____________, Attention: Xx. Xxxxxxx Xxxxxxx
or to such other address as Landlord may in writing from time to time designate.
29. ESTOPPEL CERTIFICATES:
---------------------
Tenant shall from time to time, within fifteen (15) days after being
requested to do so by Landlord or any Mortgagee, execute and deliver to Landlord
or such person as Landlord may direct, an instrument in recordable form
certifying that the Lease is in full force and effect, without default or
listing any defaults, and certifying to any other fact or condition reasonably
requested by Landlord or such other addressee or any Mortgagee (provided such
fact or condition is accurate), and acknowledging and agreeing that any
statement contained in such certificate may be relied upon by Landlord and any
such other addressee.
30. MISCELLANEOUS:
-------------
The captions and headings throughout this Lease are for convenience and
reference only, and the words contained therein shall in no way be held or
deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provision of or the scope or
intent of this Lease nor in any way affect this Lease. Time is of the essence
of all provisions of this Lease (and of all provisions contained in all
amendments now or hereafter made to this Lease and in all present and future
Riders to this Lease). This Lease contains the entire agreement between the
parties and all agreements relating to this Lease and the Premises have been
integrated herein. This Lease cannot be changed or modified except by a written
instrument signed by the parties hereto. If any term, clause or provision of
this Lease is declared invalid by a court of competent jurisdiction, the
validity of the remainder of this Lease shall not be affected thereby but shall
remain in full force and effect. This Lease shall be governed by, construed
under and enforced under the laws of the State of Maryland. This Lease shall
bind and inure to the benefit of Landlord and Tenant and their respective
personal representatives, heirs, successors and permitted assigns. Reference in
this Lease to the term "person" shall include a corporation, partnership,
limited liability company, trust, governmental body and other legal entity.
This Lease may be executed in two (2) or more counterparts, each of which shall
be
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deemed an original, but all of which, taken together, shall constitute one (1)
and the same instrument. Transmission by facsimile of an executed counterpart
copy of this Lease shall be deemed to be effective delivery of such counterpart
copy for all purposes.
31. NON-WAIVER OF FUTURE ENFORCEMENT:
--------------------------------
It is agreed that the failure of Landlord or Tenant to insist in any one or
more instances upon a strict performance of any covenant of this Lease or to
exercise any right herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or right, but the same shall
remain in full force and effect, unless the contrary is expressed in writing by
Landlord or Tenant.
32. WAIVER OF TRIAL BY JURY:
-----------------------
Landlord and Tenant hereby knowingly and voluntarily waive trial by jury in
any action or proceeding or counterclaim brought by either party hereto against
the other party on any and every matter, directly or indirectly, arising out of
or with respect to this Lease or the Premises.
AS WITNESS the hands and seals of the parties hereto the date first above
written.
ATTEST/WITNESS: PENN MAR BANCSHARES, INC.
/s/ J. Xxxxxxxx Xxxxxxxx, Xx. By:/s/ Xxxxx X. Xxxxxxx (SEAL)
----------------------------- ----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
RIVERSIDE PROPERTY DEVELOPMENT, LLC
By:/s/ Xxxxxxx Xxxxxxx (SEAL)
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Member
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