Asset Purchase and Account Assumption Agreement between Union State Bank and La Jolla Bank (May 25, 2000)
Contract Categories:
Business Finance
›
Purchase Agreements
Summary
Union State Bank and La Jolla Bank entered into an agreement where Union State Bank will purchase certain assets and assume specific deposit accounts and related liabilities from La Jolla Bank's branch offices. The agreement details which assets and liabilities are included, the process for updating asset and liability lists, and conditions such as the execution of branch leases. Union State Bank will not assume unrelated liabilities, and the transaction is subject to regulatory and contractual conditions, with a defined closing date.
EX-10.(OO) 2 0002.txt ASSET PURCHASE AND ACCOUNT ASSUMPTION AGREEMENT Exhibit 10(oo) ASSET PURCHASE AND ACCOUNT ASSUMPTION AGREEMENT AGREEMENT, dated as of May 25, 2000, by and between Union State Bank, a New York State Banking Association with its principal office located at 100 Dutch Hill Road, Orangeburg, New York 10962 ("Buyer"), and La Jolla Bank, a Federally Chartered Savings Association with its principal offices located at 6134 La Granada, Rancho Santa Fe, California 92067 ("Seller"). WITNESSETH: WHEREAS, Seller operates the branch offices listed in Exhibit A hereto (hereinafter referred to as the "Branch Offices"); WHEREAS, Seller desires to transfer and Buyer desires to acquire certain of the assets and assume the deposits and certain other liabilities of the Seller's Branch Offices, including, certain contractual rights associated with the Branch Offices, certain loans, all of the fixtures and personal property located at the Branch Offices and cash on hand at the Branch Offices; NOW THEREFORE, in consideration of the premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I DEFINITIONS For the purposes of this Agreement, the definitions in this Article I and elsewhere in this Agreement shall apply: (a) "Account Loans" shall have the meaning set forth in Article IV(b). (b) "Assets" shall have the meaning set forth in Article IV. (c) "Assumption Funds" shall have the meaning set forth in Article V(a). (d) "Branch Offices" means the branch offices of Seller listed on Exhibit A hereto. (e) "Closing Date" shall have the meaning set forth in Article VI(a). (f) "Cut-Off Date" shall have the meaning set forth in Article II(a). (g) "Environmental Laws" means all applicable federal, state and local laws and regulations and rules relating to pollution or discharge of hazardous substances into the environment. (h) "Leases" shall have the meaning set forth in Article III. (i) "Liabilities" shall have the meaning set forth in Article II(a). (j) "Operating Assets" shall have the meaning set forth in Article IV(b). (k) "Records" shall have the meaning set forth in Article VI(e). (l) "Regulatory Approvals" shall have the meaning set forth in X(a). (m) "Material Adverse Effect" shall have the meaning set forth in VII(c). ARTICLE II ASSUMPTION OF LIABILITIES Upon the terms and subject to the conditions hereinafter set forth, Seller agrees to assign, and Buyer agrees to assume liability on the Closing Date for: (a) All deposit accounts, of every kind and description, maintained at or for the Branch Offices as the same shall exist on the Closing Date, as defined in Article VI hereof, together with interest accrued thereon through the "Closing Date" ("Liabilities"). Said Liabilities total approximately $99.0 million as of April 30, 2000 and are more fully identified on Exhibit B and Exhibit B-1 hereto (Seller shall within five (5) days from the date of this Agreement provide a more detailed listing of the Liabilities as of April 30, 2000, to be assumed.) Exhibit B and Exhibit B-1 shall be updated as of a date agreed upon by the parties within ten (10) business days prior to the Closing Date (the "Cut-Off Date") and which updated Exhibit B shall be delivered by Seller to Buyer on the Closing Date. Exhibit B and Exhibit B-l shall be further updated as of the Closing Date and delivered by Seller to Buyer within fifteen (15) days after the Closing Date. In 2 connection with the assumption by Buyer of the Liabilities, Seller shall transfer and deliver to Buyer as of the Closing Date the originals of all records, documents and information relating to the Liabilities, including such as shall be necessary to enable Buyer to comply with any applicable tax withholding requirements relating to the Liabilities. (b) Contractual obligations assumable by Buyer without penalty and related to the operation of the Branch Offices and any other obligations assumed by Buyer associated with the Assets, as defined below, and which are described on Exhibit C hereto. Exhibit C shall also include any other agreements not otherwise assumed affecting the occupancy of the Branch Offices or which restrict the use of the Branch Offices. Seller shall, within five business (5) days from the date of this Agreement, provide copies of the Contracts identified on Exhibit C. Exhibit C shall be further updated as of the Closing Date and delivered by Seller to Buyer at Closing. (c) Except for the liabilities specifically assumed as set forth in Section 11(a) and (b) of this Agreement, Buyer is not assuming any other liabilities or obligations, whether or not the same is in any way involved, either directly or indirectly, with the operation by Seller of its business or to which Seller may have become a party or liable by reason of its business. Liabilities not assumed include, but are not limited to, the following: (i) Excluded Deposits (as described in Exhibit B); (ii) Seller's cashier checks, money orders, interest checks and expense checks issued prior to the Closing Date, consignments of U.S. Government bonds, if any, and any and all traveler's checks; (iii) liabilities or obligations of Seller with respect to any litigation, suits, claims, demands or governmental proceedings existing at the time of or arising out of or relating to acts, events or omissions to act that occurred at or prior to the Closing Date; (iv) liabilities of Seller for or under any data processing contracts; and (v) other equipment leases not assumed by Buyer. 3 ARTICLE III BRANCH LEASES The consummation of the transactions contemplated by this Agreement is expressly conditioned upon the execution and delivery, on the Closing Date, of leases for the Branch Offices in the form set forth at Exhibit H (the "Leases") and the compliance with all conditions precedent set forth in said Leases. ARTICLE IV PURCHASE OF ASSETS On the Closing Date, Buyer shall purchase, acquire and accept, and Seller shall sell, transfer, convey, assign and deliver to Buyer all of the right, title and interest of Seller, free and clear of all liabilities, obligations which are associated with account loans, liens and encumbrances, with the exception of those liabilities and obligations described on Exhibit C hereto, upon the terms and subject to the conditions hereinafter set forth, in the following assets (the "Assets"): (a) The personal property, office equipment and fixtures and improvements located in and being on the premises of the Branch Offices and which are described on Exhibit D hereto ("Operating Assets"). Seller shall, within five business (5) days from the date of this Agreement, provide a detailed list of the Operating Assets. Exhibit D shall be further updated as of the Closing Date and delivered by Seller to Buyer on the Closing Date. The purchase price of the Operating Assets described on Exhibit D shall be $150,000.00. It is understood and agreed that the Operating Assets do not include the artwork presently located in the New York City Branch. (b) All loans and lines of credit secured by or associated with the Liabilities maintained at or for the Branch Offices and which are identified on Exhibit E hereto together with accrued interest thereon ("Account Loans"), which Exhibit shall be updated as of the Cut-Off Date and such updated Exhibit shall be delivered by Seller to Buyer on the Closing Date, and shall be further updated as of the Closing Date and delivered by Seller to Buyer, within fifteen (15) days after the 4 Closing Date. Buyer reserves the right to examine the credit file and credit reports related to the Account Loans and, upon notice to Seller prior to the Closing Date, to delete such Account Loans as do not meet Buyer's reasonable credit criteria. The purchase price for the Account Loans shall be an amount equal to the outstanding principal balance for such Account Loans on the Closing Date plus accrued interest through the Closing Date. ARTICLE V PAYMENT FOR ASSETS AND ASSUMPTION OF LIABILITIES (a) On the Closing Date, Seller shall pay to Buyer by wire transfer an amount equal to: (1) the amount of the Liabilities assumed, plus the net amount of any pro rata items owed by Seller to Buyer under Article V(c) below, if any, less (2) the sum of (i) the amount of the purchase price of the Operating Assets and the Account Loans determined in accordance with Article IV, (ii) the amount of any cash on hand at the Branch Offices to be transferred to Buyer on the Closing Date, (iii) the net amount of any prorated items owed by Buyer to Seller under Article V(c) below, (iv) a premium equal to six and 80/100 (6.80%) percent of the Liabilities as of the Closing Date and (v) the amount of all security or other deposits paid by Seller in connection with any contractual obligations, as set forth in Exhibit C hereto, and assumed by Buyer on the Closing Date (the funds being transferred from Seller to Buyer are hereinafter referred to as the "Assumption Funds"). The amount of Assumption Funds to be paid on the Closing Date shall be based upon the respective balances of the Liabilities and Assets on the Cut-Off Date, provided that the amount of the Assumption Funds shall be subsequently adjusted pursuant to paragraph (d) below. 5 (b) Notwithstanding the provisions of Paragraph (a) above, in the event the amount of the Liabilities is less than $80.0 million as of the Closing Date, Buyer shall have the right but not the obligation to terminate this Agreement without any further liabilities or obligations to perform hereunder. In the event that the Liabilities are in excess of $105.0 million, Buyer's obligations hereunder shall remain in effect, however, there shall be no premium paid on any amount of Liabilities which exceed $105.0 million. (c) Federal deposit insurance premiums, insurance premiums, taxes withheld, collected from or payable on behalf of employees; and other amounts both payable and/or receivable and equipment, alarm, and other service agreement costs with respect to the Branch Offices' premises, including accrued interest, if any, shall be prorated as of the Closing Date and reflected on the Closing Statement as set forth below. Any items susceptible of being prorated but which cannot be prorated by the Closing Date shall be prorated as soon as the requisite information is available and shall be paid promptly thereafter by the appropriate party to the other party. (d) The actual Assumption Funds will be calculated based upon the respective balances of the Liabilities and Assets as of the Closing Date, as soon as the requisite information is available. An amount equal to the difference between the Assumption Funds transferred on the Closing Date and the amount of Assumption Funds determined to be actually due from Seller to Buyer (the "Post-Closing Adjustments") shall be transferred, together with interest accrued thereon at the Federal Funds rate, which shall be determined by the average of the high and low rates quoted for overnight Federal Funds in the "Money Rates" column of the Wall Street Journal on the Closing Date, to Seller from Buyer or to Buyer from Seller, as the case may be. The Post-Closing Adjustments shall be calculated and paid at a mutually agreed upon time and place within twenty (20) days after the Closing Date. 6 (e) An appropriate adjustment to the amount of Assumption Funds shall be made in the event that a good faith error in calculating the amount of the Liabilities or Assets is discovered within ninety (90) days after the Post-Closing Adjustments referred to in paragraph V(d) above. ARTICLE VI CLOSING AND TRANSITIONAL MATTERS (a) The closing of the transactions contemplated by this Agreement shall take place on a Friday within 30 days following the date on which all of the regulatory approvals referred to in Article X(a) of this Agreement shall have been obtained, all applicable waiting periods have expired or on such other date as shall be mutually agreed to by the parties hereto (the "Closing Date"). (b) The closing shall take place at the offices of Buyer at 10:00 a.m., Eastern Time, on the date set forth above or at such other time and place as shall be mutually agreed to by the parties hereto. Seller and Buyer agree to diligently and in good faith take all actions prescribed by this Agreement to effect consummation of the transactions contemplated by this Agreement by on or before August 25, 2000 (the "target date"). The closing of this transaction by the "target date" shall not, however, be binding nor enforceable by either Seller or Buyer. The provisions of this Agreement relating to the closing date shall, in all events, be applicable. (c) The amount of the Assets and Liabilities to be transferred pursuant to this Agreement shall be determined as of the Closing Date, and the assumption of the Liabilities and the transfer of the Assets shall be deemed to take place immediately upon the close of business on the Closing Date. (d) Calculation of the payment for Assets and assumption of Liabilities shall be set forth on a Closing Statement. Seller shall afford Buyer and its accountants and attorneys the opportunity to review all work papers and documents used by Seller in preparing the Closing Statement. 7 (e) On the Closing Date, Seller shall transfer, assign and deliver to Buyer such of the following records (the "Records") pertaining to the Liabilities as exist in whatever form or medium such records are maintained by Seller on the Closing Date: (i) signature cards, orders and contracts between Seller and depositors, and records of similar character, (ii) deposit slips and cancelled checks or withdrawal orders representing charges to depositors, (iii) individual retirement account ("IRA") and Keogh documents and authorization for IRA and Keogh customers, (iv) special customer authorizations, including stop payments, other account holds, wire transfer instructions and automatic transfers, (v) organization and business account resolutions and authorizations, (vi) passbook loan contracts, collateral, and related documents, (vii) overdraft line of credit contracts and related documents, (viii) copies of tax identification numbers, copies of ACH origination forms and records and such other records as may be reasonably requested by Buyer. Seller shall be entitled to retain copies of Records. Buyer acknowledges and agrees that it will preserve and safely keep, for as long as may be required by applicable law, all of the records of account referred to above for the joint benefit of Seller and Buyer, and that, with respect to transactions occurring on or before the Closing Date and involving the Liabilities, it will provide to Seller or its designated representatives, upon request, at any reasonable time and from time to time, information concerning the records of account and/or extracts therefrom or copies thereof. Seller and Buyer each acknowledge and agree that they shall provide to the Internal Revenue Service (IRS), to the extent required by law, Form 1099's with respect to each accountholder in respect of the Liabilities for the periods during which Seller and Buyer respectively administer such Liabilities. At all times each party shall preserve and maintain the confidentiality of all such records of account and other depositor or customer information in accordance with customary banking practice and all applicable federal and state laws, rules and regulations. 8 (f) In order to reduce the continuing charges to Seller through the check clearing system of the banking industry which will result from check forms of Seller being used after the Closing Date by depositors or holders of the Liabilities, Seller shall, not less than thirty (30) days prior to the Closing Date, provide notice to depositors or holders of Liabilities by letter in a form reasonably acceptable to Buyer and in compliance with applicable law and regulations, notifying the depositor or holder of Liabilities of the pending transfer of his or her account pursuant to this Agreement. Buyer, provided that Seller has provided Buyer with customer deposit information in a readable format, at its cost and expense, on or immediately after the Closing Date, shall prepare and mail, and Seller shall cooperate with Buyer in connection therewith, to each depositor or other holder of a Liability, as appropriate, (i) a letter prepared by Buyer and reasonably acceptable to Seller notifying each such depositor or holder of the transfer of his or her account pursuant to this Agreement and requesting where appropriate that effective on a future date at some reasonable time after the Closing Date such depositor or holder cease writing checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) against any such account, and that such depositor or holder destroy unused checks and withdrawal orders of Seller, and (ii) as appropriate, signature cards and checks and withdrawal order forms of Buyer with instructions to utilize the checks or withdrawal orders of Buyer from the designated date forward. (g) On or before the Closing Date, Seller and Buyer shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Buyer through the check clearing system of the banking industry, effective immediately after the Closing Date, of all checks, drafts and withdrawal orders on forms provided by Seller and carrying its imprint (including name and transit routing number) and relating to the Liabilities. In the event that after the Closing Date, Seller shall receive any such checks, drafts or withdrawal orders through the check clearing system of the banking industry, Seller shall immediately forward to Buyer or Buyer's agent, at the cost and 9 expense of Buyer, by courier service, overnight delivery service, or such other means as Buyer shall reasonably request, all such checks, drafts, and withdrawal orders for processing by Buyer. (h) Following the Closing Date, Buyer agrees to pay in accordance with law and customary banking practices all properly drawn checks, drafts and withdrawal orders presented to Buyer by mail, over the counter, through the check clearing system of the banking industry, and/or in the manner set forth below, by depositors or holders of the Liabilities, whether drawn on the checks, drafts or withdrawal order forms provided by Seller or by Buyer, and in all other respects, to discharge after the Closing Date, in the usual course of the banking business, all duties and obligations with respect to the balances due and owing to the depositors or holders of the Liabilities. (i) If any such depositors or holders, instead of accepting the obligation of Buyer to pay the Liabilities assumed by Buyer pursuant to this Agreement, shall demand payment from Seller for all or any part of such assumed Liabilities, Seller shall refer all such depositors or holders to Buyer in the manner and with such instructions, if any, as shall be hereafter established by Seller and Buyer, and Buyer shall thereupon be responsible for making such payment (if still demanded) to such depositor or holder. If any of such depositors or holders after the Closing Date shall present to Seller, whether in person by mail, or otherwise, a check, draft or withdrawal order drawn against any of the Liabilities, Seller shall refer such depositor or holder, or deliver such check, draft or withdrawal order, to Buyer as set forth above. Buyer shall pay all such properly drawn checks, drafts and withdrawal orders as set forth above and shall promptly reimburse Seller for all expenses paid and charges incurred, if any, by Seller with respect to all such properly drawn checks, drafts and withdrawal orders. (j) Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Buyer to effect the transfer of any direct deposit arrangement affecting any of the Liabilities and shall promptly pay to Buyer any funds received by Seller which are 10 intended to be credited to any such Liability. Buyer shall complete all actions necessary to effect the transfer of such direct deposit arrangements within 60 days of the Closing Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to 60 days after the Closing Date, or such other time period as Buyer and Seller may mutually agree upon. (k) Seller shall cooperate and use commercially reasonable efforts to assist in the transfer to Buyer of the Liabilities, Account Loans, and Operating Assets, and shall take all actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers in respect of the Liabilities and the Account Loans. Seller shall supply Buyer with such information and records in its possession and control relating to the Liabilities and the Account Loans as Buyer may reasonably request, including, but not limited to, periodic portfolio reports and computer tapes setting forth current account information in machine-readable format and any information required for inclusion in all applications to regulatory authorities necessary to consummate the transactions contemplated by this Agreement. Further, Seller shall assist to facilitate a smooth transfer of information from Seller's processing system to Buyer's processing system. (l) Prior to the Closing Date, Buyer shall designate a successor trustee or custodian, which may be Buyer ("Successor Trustee/Custodian"), as to any IRA or Keogh plan account constituting a Liability and the parties will cooperate with the Successor Trustee/Custodian. Seller will transfer the trusteeship/custody of all such IRA and Keogh plan accounts to the Successor Trustee/Custodian on the Closing Date, subject to the Successor Trustee's/Custodian's written acceptance of its duties as Successor Trustee/Custodian in form and substance acceptable to Seller. Seller shall be responsible for all federal, state and local income tax reporting for such IRAs and Keogh plan accounts for the period of time ending on the Closing Date and the Successor Trustee/Custodian shall be responsible for such reporting thereafter. 11 (m) Holds or stop payment orders that have been placed by Seller on particular Liabilities or on individual checks, drafts or other instruments shall be continued by Buyer under the same terms. Seller shall deliver to Buyer on the Closing Date a schedule of such holds or stop payment orders. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer that: (a) Seller is a savings association duly organized and validly existing under the laws of the United States; has the corporate power and authority to own and operate its properties and to conduct its business as a savings association in the manner in which it is presently being conducted; and has the corporate power and authority to execute and deliver this Agreement and to carry out all of the transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement and each of the documents and instruments contemplated hereby have been duly authorized by all necessary corporate action to be taken on the part of Seller; and upon execution and delivery, this Agreement and each of such other documents and instruments will be valid and binding obligations of Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, laws affecting the rights of creditors of financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation (FDIC) and to general principles of equity, whether considered in a proceeding at law or in equity. (c) The execution and delivery of this Agreement and of the other instruments and documents contemplated hereby do not and will not conflict with, violate, breach or cause a default under the (i) Charter or Bylaws of Seller, (ii) any material agreement or other instrument to which 12 Seller is a party or by which it is bound, or (iii) any order, judgment, injunction, decree or award of any court, arbitrator, government or governmental agency by which Seller is bound; or (iv) any law, ordinance, rule or regulation of any governmental authority as such laws, ordinances, rules or regulations related to the conduct of Seller's business, except in the case of clauses (ii), (iii) and (iv) above, for any conflict, violation, breach or default that, individually or in the aggregate, would not have a Material Adverse Effect. For purposes of this Agreement, "Material Adverse Effect" shall mean: A substantial change in the business presently conducted by Seller or its ability to conduct such business at the Branch Offices in substantially the same manner as presently conducted as of the date of the Agreement. (d) The deposit accounts of Seller are insured by the FDIC to applicable limits and no action is pending or, to the knowledge of Seller, threatened with respect to the termination of such insurance. (e) Seller has good and marketable title to the Operating Assets free and clear of all liens, claims, charges, security interests and encumbrances. (f) All Operating Assets to be conveyed or assigned by Seller are conveyed or assigned "as-is" and without further representation or warranty other than that all such Operating Assets are appropriate for the purposes intended and Seller agrees to maintain the Operating Assets through the Closing Date, ordinary wear and tear excepted. (g) Seller has all approvals, authorizations, consents, permits, licenses and orders of the Office of Thrift Supervision ("OTS") required for the business conducted by Seller at the Branch Offices. Other than compliance with 12 C.F.R. ss. 563.22, no notices, reports or other filings are required to be made by Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller from any governmental or regulatory authorities of the United States or any state in connection with the execution and delivery of this Agreement by Seller or the consummation of the transactions contemplated hereby by Seller. 13 (h) There are no action, proceedings or, to the knowledge of Seller, investigations pending or threatened against or affecting Seller (or any basis therefor known to Seller) which, if decided adversely, would have a Material Adverse Effect or would have the effect of enjoining or impairing the ability of Seller to consummate the transactions contemplated by this Agreement. (i) Seller has not retained or otherwise engaged any third party agent or broker, or agreed to pay any fee or commission to any such person or entity in connection with or with respect to the transactions contemplated by this Agreement. (j) Each Account Loan is a legal, valid and binding obligation of the borrower, secured by the related Liability in accordance with Seller's underwriting standards as disclosed to Buyer, has been originated and serviced in accordance with all applicable laws, regulations and orders, and is authorized under applicable laws, regulations and orders to be transferred by Seller to Buyer hereunder, and Seller is not subject to any liability for violations of any applicable law, regulation or order with respect to any such Account Loan arising out of actions or events occurring prior to the Closing Date or the transfers contemplated hereby. Seller is the sole owner of each Account Loan free and clear of all liens, claims, security interests, charges and encumbrances and has the exclusive right to transfer each Account Loan to Buyer. ARTICLE VIII REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller that: (a) Buyer is a New York State Banking Association duly organized and validly existing under the laws of the State of New York; it has the corporate power and authority to own and operate its properties and to conduct its business as a bank in the manner in which it is presently being conducted, and it has the corporate power and authority to execute and deliver this Agreement and to carry out all of the transactions contemplated by this Agreement. 14 (b) The execution and delivery of this Agreement and each of the documents and instruments contemplated hereby have been duly authorized by all necessary corporate action to be taken on the part of Buyer; and, upon execution and delivery, this Agreement and each of such other documents and instruments will be valid and binding obligations of Buyer, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyances, fraudulent transfers or other similar laws relating to or affecting the enforcement of creditors' rights generally, laws affecting the rights of creditors of financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation (FDIC) and to general principles of equity, whether considered in a proceeding at law or in equity. (c) The execution and delivery of this Agreement and of the other instruments and documents contemplated hereby do not and will not conflict with, violate, breach or cause a default under the Charter or Bylaws of Buyer, or any agreement or other instrument to which Buyer is a party or by which it is bound, or any order, judgment, injunction, decree or award of any court, arbitrator, government or governmental agency by which Buyer is bound; or result in the creation of any lien, charge or encumbrance upon the assets of Buyer or any part thereof; or constitute a violation by Buyer of any law, ordinance, rule or regulation of any governmental authority as such laws, ordinances, rules or regulations relate to Buyer or the conduct of its business. (d) The deposit accounts of Buyer are insured by the FDIC to applicable limits and no action is pending or, to the knowledge of Buyer, threatened with respect to the termination of such insurance. (e) Buyer has not retained or otherwise engaged any third-party agent or broker or finder or agreed to pay any fee or commission to any such person or entity in connection with or with respect to the transactions contemplated by for or on account of this Agreement. (f) Other than as required by Bank Merger Act, the FDIC, the New York State Banking Department and the Connecticut Banking Department, no notices, reports or other filings must be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations 15 required to be obtained by Buyer from any governmental or regulatory authorities of the United States or any state in connection with the execution and delivery of this Agreement by Buyer or the consummation of the transactions contemplated hereby by Buyer. Buyer has not received any indication from any federal, state or other governmental agency that such agency would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby. ARTICLE IX COVENANTS (a) Upon the execution of this Agreement, Seller shall provide Buyer, its agents, attorneys, accountants and employees access during normal business hours to the premises and records of the Branch Offices in order to conduct such additional investigation of the business of the Branch Offices and the Assets and Liabilities, to be transferred pursuant to this Agreement, and to the collateral and documents related thereto, that Buyer deems necessary or appropriate, provided that such inspection shall not disrupt or unduly interfere with the conduct of Seller's business. Seller will furnish to Buyer copies of such documents and information with respect to the Assets and Liabilities, and the business, properties and personnel of the Branch Offices as Buyer shall from time to time reasonably request. The foregoing shall be coordinated by senior personnel of Seller and Buyer. (b) Between the date hereof and the Closing Date, Seller shall not engage in any transaction related to the Branch Offices except in the ordinary course of business as heretofore conducted, nor shall Seller take any action which would materially impair Buyer's right hereunder to, or the value of, the Assets and Liabilities to be acquired and assumed hereunder and Seller will exercise commercially reasonable efforts to maintain existing customers. (c) From the date hereof until the Closing Date, Seller will use commercially reasonable efforts to obtain and retain deposit accounts and to maintain all other customer and business 16 relations at the Branch Offices in the ordinary course consistent with past practices and shall use commercially reasonable efforts to preserve its business operation as conducted, and to preserve for the Buyer the good will of its customers; exercise reasonable efforts to cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer (d) With Seller's cooperation as provided herein, Buyer shall promptly file with the New York State Banking Department and the FDIC, and any other regulatory agency all applications or notices necessary for the carrying out of the transactions contemplated by this Agreement, shall publish or distribute such notices as may be required under the Bank Merger Act or otherwise and shall exercise its best efforts to obtain approvals of such applications. (e) Buyer agrees that after the Closing Date the name of Seller shall not be used in any manner in connection with the operation of the Branch Offices without the express, prior written consent of Seller. Buyer shall not state or imply that Seller is in any way involved as a partner, joint venturer or otherwise in the business of Buyer. (f) Neither Seller nor Buyer shall voluntarily undertake any course of action inconsistent with the satisfaction of the requirements applicable to it in this Agreement, and each shall promptly do all such acts and take all such measures as may be appropriate to enable it to perform as early as practicable the obligations herein provided to be performed by it and to cause all the conditions precedent to consummation to be satisfied. (g) Seller shall pay and discharge all taxes, general and special assessments, rents, utilities and other charges of every description which may be levied on or assessed against the Operating Assets and which are payable before the Closing Date and shall not sell, lease or encumber the Operating Assets. In addition, Seller shall maintain insurance with respect to the Operating Assets and the Branch Offices against losses, liabilities and risks of such types and in such amounts at least equal to their respective net book values or such greater amounts as are customarily carried by depository institutions, for the period prior to the Closing Date. 17 (h) Seller shall keep, or cause to be kept, in good repair the Operating Assets (i) Seller, on the one hand, and Buyer on the other shall from time to time, as promptly as possible, give or cause to be given to each other written notice of any information that may become known to it indicating that it may be impossible to satisfy all conditions precedent to Closing hereunder or which, if known on or before the date of this Agreement, would have been subject to disclosure or render any representation herein inaccurate. (j) Until the earlier of the Closing Date or termination of this Agreement, Seller shall not actively solicit any agreement, negotiation or discussion or enter into any agreement, negotiation or discussion with any party other than Buyer regarding the sale, assignment, transfer or other disposition of the Assets or the assumption of the Liabilities. (k) In the event that the transactions contemplated hereby are not consummated for any reason, Buyer agrees that it will return, or cause to be returned, to Seller all information obtained in connection with this transaction and will not, except as otherwise required by law, disclose or use such information in the conduct of Buyer's business. (l) Buyer may offer employment to Seller's employees at such employee's current base salary, and is not assuming, nor shall it have responsibility whatsoever for the continuation of or any liability under or in connection with (i) any employment contract, collective bargaining agreement, plan or arrangement providing for insurance coverage or for deferred compensation, bonuses, stock options or other forms or incentive compensation or post-retirement compensation or benefits which are entered into or maintained, as the case may be, by Seller; (ii) any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to any provision of ERISA and is maintained, administered or contributed to by Seller or any affiliate of Seller; (iii) any withholding or payroll taxes or penalty related thereto; (iv) any employee benefits; or (v) any other employment-related obligation arising as a result of actions by Seller or any affiliate thereof, whether prior to or subsequent to the Closing Date. This Agreement is not intended to create and 18 shall not create any contractual or legal rights in or enforceable by any employee of Seller. Buyer agrees to obtain prior approval of Seller before sending any communications to any employee thereof concerning the subject matter of this Section, which approval shall not be unreasonably withheld. This Article IX(1) of this Agreement may be amended or terminated without liability to any employee of Seller. ARTICLE X CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER The obligations of Buyer to carry out the transactions contemplated by this Agreement are subject to the fulfillment (or waiver in writing by Buyer), on or prior to the Closing Date, of each of the following conditions: (a) Buyer and Seller shall have received all applicable and required governmental and regulatory approvals, including, but not limited to, that of the New York State Banking Department, FDIC and Federal Trade Commission or Department of Justice, as applicable, with respect to the transactions contemplated by this Agreement, all applicable waiting periods relating thereto shall have expired and Buyer and Seller shall have complied fully with all conditions of such approvals which can be complied with at or prior to the Closing Date (all such approvals and the expiration of such waiting periods, hereinafter the "Regulatory Approvals"). (b) In all material respects, the representations and warranties of Seller shall be true and correct on the Closing Date and Seller shall not have breached any of its covenants under this Agreement and shall have complied in all material respects with all of its obligations under this Agreement. The Chief Executive Officer and the Chief Financial Officer of Seller shall deliver a certificate on the Closing Date to such effect. (c) Buyer shall have received a duly executed Bill of Sale and Assignment of Assets of Seller conveying the Assets in substantially the form set forth in Exhibit G hereto. 19 (d) Seller shall have executed the Assignment and Assumption Agreement in substantially the form set forth in Exhibit H hereto. (e) Seller shall have delivered to Buyer Exhibits B, C, D and E certified by an officer of Seller as complete and correct, listing the Liabilities, Contractual Obligations, Operating Assets and Account Loans, as of the dates specified in Article I. (f) Buyer shall have received on the Closing Date fully executed original Leases for the Branch Offices in the form annexed and as set forth in Exhibit H. (g) Buyer shall have received the opinion of counsel for Seller in satisfactory form substantially as set forth in Exhibit I hereto. (h) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of any of the transactions contemplated by the Agreement. (i) Between the date hereof and the Closing Date, there shall have been no material damage to or destruction or condemnation of the Branch Offices. (j) Between the date hereof and the Closing Date, there shall have occurred no Material Adverse Effect in the operations or business of the Branch Offices other than any such change which is a result of changes in general economic conditions which affect the banking industry as a whole. (k) On or prior to the Closing Date, to the extent in Seller's possession, Seller shall deliver to Buyer the Records, and other files, documents, papers, and records as shall be reasonably necessary to conduct a banking business at the Branch Offices and to administer the Assets and the Liabilities or as Buyer shall reasonably request. (l) Buyer shall have received a certificate from Seller, signed by a duly authorized officer thereof, stating that all conditions set forth in this Article X have been fulfilled. 20 ARTICLE XI CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER The obligations of the Seller to carry out the transactions contemplated by this Agreement are subject to the fulfillment (or waiver in writing by Seller) on or prior to the Closing Date, of each of the following conditions: (a) Seller and Buyer shall have received all Regulatory Approvals and Seller and Buyer shall have complied fully with all reasonable conditions of such approvals which can be complied with, at, or prior to, the Closing Date. (b) The representations and warranties of Buyer shall be true and correct in all material respects on the Closing Date and Buyer shall not have breached any of its covenants under this Agreement and shall have complied in all material respects with all of its obligations under this Agreement. The Chief Executive Officer and Chief Financial Officer of Buyer shall deliver a certificate on the Closing Date to such effect. (c) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and prohibits consummation of any of the transactions contemplated by the Agreement. (d) Buyer shall have executed the Assignment and Assumption Agreement in substantially the form set forth in Exhibit G hereto. (e) Seller shall have received the opinion of counsel for Buyer in satisfactory form substantially as set forth in Exhibit J hereto. (f) Seller shall have received a certificate signed by a duly authorized officer of Buyer stating that all conditions set forth in this Article XI have been fulfilled. 21 ARTICLE XII INDEMNITY (a) Seller agrees to indemnify and hold Buyer harmless for a period of two (2) years following the Closing Date against any and all losses, liabilities, expenses, claims or damages, including reasonable attorneys' fees and expenses, resulting from any third party claim based upon (i) any material breach of Seller's representations and warranties contained in Article VII, (ii) any material breach or failure to perform any agreement or covenant required of Seller pursuant to this Agreement, (iii) actions or omissions by Seller on or before the Closing Date with respect to the Liabilities, employee-related matters and the Branch Offices, and (iv) any material breach or failure by Seller to perform any agreement or covenant required of Seller pursuant to the contracts set forth on Exhibit C to this Agreement. (b) Buyer agrees to indemnify and hold Seller harmless for a period of two (2) years following the Closing Date against any and all liabilities, expenses, claims or damages, including reasonable attorneys' fees and expenses, resulting from any third party claim based upon (i) any material breach of Buyer's representations and warranties contained in Article VIII, (ii) any material breach or failure to perform any agreement or covenant required of Buyer pursuant to this Agreement, and (iii) actions or omissions by Buyer after the Closing Date with respect to the Liabilities, employee-related matters and the Branch Offices. (c) Any party claiming indemnification hereunder (the "Indemnified Party") shall give the other party (the "Indemnifying Party") prompt written notice of any claim which may give rise to indemnification hereunder; provided, however, that any failure promptly to give such notice shall not affect the Indemnified Party's rights hereunder except to the extent that such failure shall adversely affect the Indemnifying Party or its rights hereunder. The Indemnified Party shall afford the Indemnifying Party the opportunity, at its sole cost and expense, to defend against such claims 22 for liability. In any such action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless (i) both parties mutually agree to the retention of such counsel or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both Buyer and Seller, and in the reasonable judgment of counsel to the Indemnified Party, representation of both parties by the same counsel would be inadvisable due to actual conflicts of interest between them. ARTICLE XIII FURTHER ASSURANCES Each party will execute and deliver all additional documents or instruments reasonably requested by the other party to further evidence or assure the sales, transfers and assignments contemplated by this Agreement or to be used in any application or notice to be filed with applicable regulatory authorities. In the event of any dispute between either party and a holder of a liability or loan assumed or purchased by Buyer under this Agreement, each party shall cooperate with and make its records available to the other to the extent reasonably requested. ARTICLE XIV CONDUCT OF BUSINESS AFTER CLOSING (a) As of the Closing Date, all of the Liabilities described on Exhibit B and as set forth on the Closing Statement shall become the accounts of Buyer of the same amount, terms, rate and maturity. All other Deposit Accounts of Seller shall remain accounts of Seller. (b) After the execution of this Agreement, Seller will avoid causing customers of the Branch Offices to transfer all or part of their business or to otherwise solicit business from such customers. (c) For a period of twelve (12) months after the Closing Date, Seller covenants and agrees not to directly target or solicit any persons within the market areas hereinafter set forth with respect 23 to deposit and related products. The preceding sentence shall not apply to non-deposit customers of Seller. (d) For a period of twelve (12) months after the Closing Date, Seller will not open a deposit taking office or install an ATM or supermarket branches or any other deposit taking facility in any of the market areas hereinafter set forth. (e) Market areas for purposes of the foregoing Paragraph (b) -- (c) shall be the entire area of Fairfield County, Connecticut and New York City, New York. ARTICLE XV MISCELLANEOUS (a) Except as otherwise provided in this Agreement, Buyer and Seller shall pay their own expenses in connection with the transaction contemplated hereby. (b) Notwithstanding any other provision of this Agreement, this Agreement and the transactions contemplated hereby may be terminated at any time before the Closing Date as follows: (1) By mutual written consent of the Boards of Directors of Buyer and Seller. (2) By written notice of either Buyer or Seller if the transactions contemplated hereby are not consummated on or before December 31, 2000 or such later date mutually acceptable to the parties. (3) By written notice of either Buyer or Seller if: (A) Any representation or warranty made herein by the other party or in any exhibit hereto or in any application, report, certificate or financial statement furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect when made or furnished to the extent it has a Material Adverse Effect on Buyer or Seller; or 24 (B) If the other party shall default in any material respect in the performance or observance of any covenant, agreement, provision, or duty hereunder which requires the defaulting party to take or to omit from taking action hereunder and such default shall not be remedied within thirty (30) days after receipt of written notice from the other party; provided that termination pursuant to this provision shall not relieve the breaching party of liability for such breach or otherwise. Notwithstanding anything to the contrary herein contained, neither party hereto shall have the right to terminate this Agreement on account of its own breach. (4) By written notice of either Buyer or Seller at any time after any governmental agency has denied or revoked any Regulatory Approval required to be obtained pursuant to this Agreement. Provided, however, that the imposition of reasonable conditions by any regulatory agency shall not be deemed a denial or revocation of the approvals required to be obtained pursuant to this Agreement. (c) Upon any such termination as described in Article XV(b) above, neither Buyer nor Seller shall have any liability or obligation hereunder to the other, except as follows: (1) Each party will return all documents, work papers and other materials and any and all copies thereof received from the other party relating to the transactions contemplated hereby; (2) All information received by either party hereto with respect to the business of the other party or its subsidiaries (other than information which is a matter of public record or whose disclosure may be required by applicable law) shall be held in confidence and not disclosed to any other person or entity; (3) Buyer shall return promptly after such termination any and all lists of customers of Seller or other materials in its possession or control which identify customers of Seller, and shall not use any information obtained by Buyer in connection with this 25 Agreement or the transactions contemplated herein to solicit in any manner any of Seller's customers or otherwise to interfere with the conduct of Seller's business or the value of its assets or operations; and (4) Notwithstanding Article XV(a) above and any other provision of this Agreement, a party which terminates this Agreement in a manner which is not permitted by Article XV(b) or who provides the basis for a termination by the other party pursuant to the provisions of Article XV(b)(3) above shall be liable in the amount of $250,000.00 to the other party in connection with the transactions contemplated hereby, which amount shall be exclusive and shall constitute full and liquidated damages. (d) All notices or other communications provided for or required under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage paid) as follows: If to Seller: La Jolla Bank, FSB Post Office Box 2529 Rancho Santa Fe, CA 92067 Attention: Rick F. Hall, President and Chief Executive Officer Copy to: Steven H. Rice 999 Bedford Street Stamford, Connecticut 06905 Additional Copy to: Gibson Dunn & Crutcher, LLP 1050 Connecticut Avenue, NW Washington, D.C. 20036 Attention: Stephanie Tsacoumis, Esq. If to Buyer: 26 Union State Bank 100 Dutch Hill Road Orangeburg, New York 10962 Attention: Steven T. Sabatini, Chief Financial Officer Copy to: Robert E. Blackburn, General Counsel Additional Copy to: Elias, Matz, Tiernan & Herrick, LLP 734 15th Street, N.W., 12th Floor Washington, D.C. 20005 Attention: Daniel Weitzel, Esq. (e) No party to this Agreement shall make, issue or release any public announcement, statement or acknowledgement of the existence of, or reveal the terms, conditions or the status of, the transactions provided for herein without first attempting to the extent reasonably possible and in all cases with regard to written matter, to clear such announcement, statement, acknowledgement, or revelation with the other party, provided that Buyer or Seller may make any such release or announcement which in the opinion of counsel for Seller or Buyer, as the case may be, is necessary or appropriate to comply with applicable law. The parties hereto agree that they will not unreasonably withhold, condition or delay any such clearances. (f) This Agreement may not be assigned by either Buyer or Seller without the prior written consent of the other. (g) The representations, warranties and covenants made by Seller and Buyer set forth in this Agreement shall survive the Closing Date for one (1) year after the Closing Date. (h) This Agreement shall be governed by and construed in accordance with the law's of the State of New York, to the extent not governed by federal law. (i) If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not impair any other provision hereof. 27 (j) This Agreement, including all exhibits referred to herein and made a part hereof, may be executed in duplicate, each of which shall be a valid and binding original, but all of which taken together shall constitute one and the same instrument. (k) This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No modification or termination of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any provision of this Agreement shall be deemed to be, or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written: La Jolla Bank By: /s/ Rick F. Hall ------------------------------------- Rick F. Hall, President Union State Bank By: /s/ Steven T. Sabatini ------------------------------------- Steven T. Sabatini, Senior Executive Vice President and Chief Financial Officer 28 Index to Exhibits A. List of Branch Offices B. Identification of Liabilities B-l. Summary C. Contractual obligations and copies of related documents D. Operating Assets E. Identification of Account Loans F. Bill of Sale and Assignment of Assets G. Assignment and Assumption Agreement H. Executed copies of Leases for the respective Branch Offices I. Form of Seller's Counsel's Opinion J. Form of Buyer's Counsel's Opinion 29 EXHIBIT A LIST OF BRANCH OFFICES 1. 11 East 22nd Street New York, New York 10010 2. 999 Bedford Street Stamford, Connecticut 06905 30 EXHIBIT B IDENTIFICATION OF LIABILITIES Attached as Exhibit B-1 is a summary of the Liabilities to be assumed consisting of various accounts at the Stamford and New York City branches as of April 30, 2000. The Liabilities to be assumed shall not include brokered deposits, loan hold back accounts, overdrawn accounts, other wholesale deposits and Affiliate Deposits** ("Excluded Deposits"). As of April 30, 2000, the Excluded Deposits are as follows: o Officer, director and employee accounts total approximately $602,000.00. Of this total, $542,000.00 is in type 16, three check a month and $60,000.00 is a CD. o Loan Hold back accounts total approximately $328,000.00 and are included in type 03, Statement Savings. o Two overdrawn accounts totaling $471.00. ** Affiliate Deposits are hereby defined as those deposits maintained at the Branches and owned by related entities of Seller including correspondent banks, subsidiaries, employees, officers, directors or major shareholders or entities in which Seller has an interest greater than ten (10%) percent. 31
AVERAGE LIFE NEW YORK 04/30/00
AVERAGE LIFE STAMFORD 4/30/00
EXHIBIT B-1 SUMMARY 32 EXHIBIT C CONTRACTUAL OBLIGATIONS AND COPIES OF RELATED DOCUMENTS There are two (2) service contracts in place both relating to the Stamford branch. o The ATM maintenance agreement with Diebold expires December 31, 2000 o The phone system maintenance agreement with Claircom expires September 15, 2000. 33 ================================================================================ [LOGO] claricom(TM) Service, Quality & Commitment ---------------- Complete Customer Care Package ================================================================================ ================================================================================ Although some companies are just beginning to define the word "service", Claricom, Inc. has built more than 50 years of our business on that word. Our definition includes phrases like 24 hours a day, quick response and free service consultation. The best thing about how we define the word service is that unlike the dictionary (and some telecommunications companies we know of) we have just one definition that satisfies us: responding to the needs of our customers in the most efficient manner possible to quickly provide the solutions to our customers needs. So the next time your telecommunications systems needs service, remember to call Claricom, Inc. and find out the true meaning of the word. Leading the industry in consistent customer satisfaction, Claricom, Inc., has made customer support the primary areas of this business. As our customer, we know that you have invested in Claricom Inc. products because productivity and efficiency are important to your business. With that in mind, we design and manufacture systems to be as trouble free as possible. However, we also know that when you need service, you expect courteous, prompt and helpful assistance -- at your convenience -- and, with Claricom Inc., you can count on it. ================================================================================ [LOGO] claricom(TM) MAINTENANCE PROGRAM TERMS AND CONDITIONS PARTIES AND APPLICABILITY These Terms and Conditions apply to the Maintenance Program provided by Claricom, Inc. ("Company") to the party named as addressee in the accompanying Maintenance Program invoice ("Customer"). By payment of the invoice, Customer agrees to these Terms and Conditions, which shall not be amended or supplemented and shall supersede all others unless otherwise mutually agreed in writing. THE PRODUCT The selected Maintenance Program pertains to the equipment and software (the "Product") specified and installed at the address indicated in the accompanying enclosed invoice (the "Authorized Location"). The Maintenance Fee is calculated based on the number of working ports (defined as working extensions, with or without accompanying phones, plus working lines), plus any and all peripheral equipment. Customer agrees to ensure that the Authorized Location maintains a room temperature ranging between 30(degree) F and 80(degree) F, relative humidity not exceeding 80% noncondensing, and a three-foot minimum clearance in front of the equipment. Company also advises Customer to provide a dedicated power source of 117 volts A.C. 20 amp circuit with a ground and a good earth ground for the Product. If the Authorized Location fails to meet these specifications, or if the Product is moved from the indicated locations without the written consent of the Company, subject to the terms and conditions as may be established by the Company, then the Company shall have the right to terminate the Maintenance Program without any liability to the Customer. TYPES OF PROGRAMS AND COVERAGES FULL SYSTEM COVERAGE - -------------------------------------------------------------------------------- TOTAL PROTECTION PROGRAM Regular Service Parts and Labor coverage is provided within 24 hours, 24 hours per day, 7 days a week, including Federal holidays. Includes line conditioner, CO line protector and power conditioning. As long as the Total Protection Program is in effect, we cover the system against lightning strikes and power surges and spikes. One annual preventive maintenance checkup and remote clears, 7 days a week, 24 hours a day, are also included. Major Outage Service Major Outage coverage is provided within 3 hours, 24 hours per day, 7 days a week, including Federal holidays. ADVANCED MAINTENANCE PROGRAM Regular Service Parts and Labor coverage is provided within 24 hours, only during normal working hours (8:00 AM to 5:00 PM, Monday through Friday, local time) excluding Federal holidays. One annual preventive maintenance checkup and remote clears, 7 days a week, 24 hours a day, are also included. Major Outage Service Major Outage coverage is provided within 3 hours, 24 hours per day, 7 days a week, excluding Federal holidays. BASIC MAINTENANCE PROGRAM Regular Service Parts and Labor coverage is provided within 24 hours, only during normal working hours (8:00 AM to 5:00 PM, Monday through Friday, local time), excluding Federal holidays. Remote clears during normal working hours (8:00 AM to 5:00 PM Monday through Friday, local time) included. Major Outage Service Major Outage coverage is provided within 3 hours only during normal working hours (8:00 AM to 5:00 PM, Monday through Friday, local time), excluding Federal holidays. PARTS ONLY COVERAGE - -------------------------------------------------------------------------------- MATERIALS ONLY PROGRAM The Materials Only Program covers only the equipment, parts and non-Lease Cost Routing software installed by the Company for the Customer. The Materials Only Fee is calculated based on the number of installed working ports (defined as working extensions, with or without accompanying phones, plus working lines), plus any and all peripheral equipment (the "Product"). Labor performed by the Company and its subcontractors will be billed at the rate charged by the Company for similar work performed at similar times in the same general location. Regular Service The Regular Service hours are normal working hours (8:00 AM to 5:00 PM, Monday through Friday, local time), excluding Federal holidays. Major Outage Service Major Outage coverage is provided within 3 hours only during normal working hours (8:00 AM to 5:00 PM, Monday through Friday, local time) excluding Federal holidays. CONDITIONS FOR MAJOR OUTAGE SERVICE - -------------------------------------------------------------------------------- Major Outage Service will be provided when one of the following conditions exist: o The central or any attached processor cannot place, receive or retrieve calls. o The main attendant console cannot place or receive calls o A minimum of 20% of all data and telephone ports cannot receive or place calls. o A minimum of 20% of all trunks are inoperative o The loss of an ACD group, line or recorder. MAINTENANCE FEE/PAYMENT Upon payment in full of this invoice as evidenced by Customer's canceled check, Company will provide to Customer full and exclusive maintenance of the Product, under the terms and conditions of the Maintenance Program described above and selected by Customer, for the period noted on the front of the accompanying invoice (the "Term"). No later than the Effective Date of the Maintenance Agreement or any renewal thereof, Customer shall tender in cash or wire transfer, to Company the total Maintenance Fee indicated on the invoice. In the event Customer fails to make timely payment of the entire Maintenance Fee or Company is unable to collect the funds tendered by Customer; then Company may terminate the Maintenance Program, or, in its sole discretion, suspend performance until payment is received. Company may also suspend performance under the Maintenance Program if Customer is in default of payment under any other agreement with Company, until such payment default is cured. RESPONSIBILITIES OF COMPANY Company shall perform all maintenance service and repair and furnish all labor, materials and replacement parts necessary to keep the Product in satisfactory working condition as described in the manufacturer's specifications and Related Documentation for such Product based on the Software Release and Equipment configuration purchased by Customer from Company; provided, however, that unless the coverage selected by Customer specifically provides otherwise, or as provided in the Responsibilities of Customer Section hereof, Company will maintain the Product in accordance with the following standards: (i) only manufacturer's parts or equivalent, either new or refurbished, of equal or better quality will be used; (ii) the manufacturer's routine preventive maintenance will be followed if elected coverage provides for such preventive maintenance; and (iii) all maintenance will be performed by authorized qualified personnel. Company is responsible for maintenance of the Product only on the subscriber side of the interface equipment connecting the Product to Customer's telephone or other utility. Customer agrees that it shall not be entitled to set off any amounts due to Company under the Maintenance Program against any obligations owed to it by Company hereunder or under any other agreement. Coverage Limits. The maintenance services provided by Company hereunder excludes (i) replacement of any equipment that by its nature has a limited life-cycle (i.e. batteries, headsets or similar equipment types); (ii) upgrades to the Product that add functions or features to the Product; (iii) upgrades to support mime and date related data; and (iv) requested time and date changes. RESPONSIBILITIES OF CUSTOMER Customer shall be responsible for the cost of repairs to the Product necessitated as a result of, and Company shall have no liability attributable to: (i) negligence of non-Company personnel, misuse, vandalism, fire, lightning, power surges, water or other peril, or acts of God; and (ii) repairs, maintenance, modifications, additions, relocation or alteration of the Product performed by anyone other than Company representatives and subcontractors, failure of Customer to comply with requirements specified herein or to perform recommended preventive maintenance, or services of products of other vendors, including any telephone company. Customer shall be responsible for providing an Authorized Location that shall not contain any hazardous substances, including without limitation, (i) oil, petroleum or other hydrocarbon derivatives or products; (ii) hazardous wastes; (iii) hazardous or toxic substances or chemicals; (iv) fungicides, rodenticides or insecticides; (v) asbestos; or (vi) urea formaldehyde and any other substance defined as a Hazardous Substance by any applicable state, federal or local laws, rules or regulations. Customer will indemnify, defend and hold Company harmless against any claim, liability, fee, fine, penalty or damage arising from or related to the presence of Hazardous Substances at the Authorized Location. Company shall be permitted to suspend performance without penalty if its performance could have an adverse impact on its employees or contractors' health or safety, or would constitute a violation of any applicable law, rule or regulation, until it receives adequate assurances from Customer satisfactory to Company. DELAY Company shall not be liable for any delay of performance under the Maintenance Program, or any damages suffered by Customer as a result of such delay, when such delay is directly or indirectly caused by or results from any act of God or other intervening external cause, accident, governmental laws or regulations, labor disputes, civil disorder, transportation delays, or any other cause beyond the reasonable control of Company. LIMITATION OF LIABILITY Company's sole obligation under the Maintenance Program is to maintain the Product in good working order in accordance with the terms and conditions set forth herein and included in the Manufacturer's specifications and Related Documentation. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE. NO EXPRESS OR IMPLIED WARRANTY IS MADE AGAINST FRAUDULENT USES THAT MAY BE MADE OF THE PRODUCT. CUSTOMER AGREES THAT COMPANY SHALL HAVE NO LIABILITY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES FOR FAILURE OF THE PRODUCT TO OPERATE IN GOOD WORKING ORDER FOLLOWING PERFORMANCE OF MAINTENANCE BY COMPANY. IN THE EVENT OF SUCH OCCURRENCE, CUSTOMER'S SOLE REMEDY WILL BE THE PROVISION OF ADDITIONAL SERVICE BY COMPANY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE SELECTED MAINTENANCE PROGRAM. UNLESS CUSTOMER HAS PURCHASED A YEAR 2000 UPGRADE FROM COMPANY, SERVICES RELATING TO YEAR 2000 COMPLIANCE OR FUNCTIONALITY ARE SPECIFICALLY EXCLUDED FROM THE TERMS OF THIS AGREEMENT AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO REQUIRE COMPANY TO REPAIR, MAINTAIN, UPGRADE, REPLACE OR OTHERWISE CORRECT ANY PRODUCT FOR THE PURPOSE OF MAKING THAT PRODUCT YEAR 2000 COMPLIANT. NO EXPRESS OR IMPLIED WARRANTY IS MADE AGAINST INTRUSIONS INTO COMPANY'S OR COMPANY'S VENDORS' VOICE PROCESSING SYSTEMS BY FRAUDULENT CALLERS OR AGAINST ANY TOLL FRAUD. COMPANY MAKES NO WARRANTIES AS TO THE LAWFULNESS OF USING ANY FEATURE OF THE PRODUCT TO MONITOR, RECORD OR FORWARD ANY ORAL, WIRE OR ELECTRONIC COMMUNICATION. CUSTOMER AGREES TO USE THE PRODUCT IN COMPLIANCE WITH ALL FEDERAL, STATE AND LOCAL LAWS, AND TO INDEMNIFY COMPANY AGAINST ALL CLAIMS OR LIABILITY UNDER ANY PRIVACY, ELECTRONIC SURVEILLANCE AND SIMILAR LAWS ARISING FROM THE USE, POSSESSION, INSTALLATION, AND SALE OF THE PRODUCT. THIS LIMITATION OF LIABILITY SHALL APPLY, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. ASSIGNMENT A Maintenance Program may not be assigned by Customer without the prior written consent of the Company. Any attempt to assign without such consent shall be void. SUBCONTRACTING To ensure the prompt and efficient performance of its obligations hereunder, Company may subcontract any of the work to be performed by it under any Maintenance Program. SEVERABILITY The invalidity or unenforceability of any provision of the Maintenance Program shall not affect the validity or enforceability of the other provisions, and these Terms and Conditions shall be construed in all respects as if such invalid and unenforceable provisions were omitted. Company and Customer agree to substitute for any invalid or unenforceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the invalid and unenforceable provision. AUTOMATIC RENEWAL The selected Maintenance Program shall be automatically renewed for additional periods equal in duration of the Term specified in the last invoice (the "Renewal Terms") on the terms and conditions set forth herein or as provided in Company's Maintenance Programs Terms and Conditions mailed to Customer with an invoice for the Renewal Term 60 days prior to any such Renewal Term, unless, at least 30 days prior to the expiration of the Term or Renewal Term, either Company or Customer shall have given written notice of nonrenewal and subject to payment of the invoice by Customer for such renewal. In the event of such automatic renewal, a Maintenance Fee for each Renewal Term shall be set by Company in accordance with its prevailing rates for such service then in effect. TIME AND MATERIALS Any service performed by Company when the Maintenance Program is not in effect, any service performed outside the hours or limits of the coverage selected by the Customer, and any service on products not listed on the Maintenance Program invoice will be billed in accordance with Company's prevailing labor, parts and materials rates, with payment due and payable to the Company's authorized representative upon satisfactory completion of the service performed. CANCELLATION The performance of any work on the Product by any unauthorized persons will void the Maintenance Program without any liability to Company. Claricom, Inc. Maintenance Programs Department 478 Wheelers Farms Road Milford, CT 06460 Revision Date: October 15, 1998 EXHIBIT D OPERATING ASSETS Original Accumulated Carrying Cost Depreciation Value Equipment Stamford $82,493 $45,000 $37,493 New York 68,133 27,056 41,077 Furniture Stamford 46,099 33,010 13,089 Computers Stamford 125,697 105,817 19,880 New York 55,570 28,111 27,459 Leasehold Improvements Stamford 145,473 72,050 73,423 New York 17,596 10,157 7,439 - ------------------------------------------------------------------------------ Total $541,061 $321,201 $219,860 Exhibit D Detail Listing Of Operating Assets La Jolla Bank Summary of Property and Equipment Data as of April 30, 2000 Original Accumulated Carrying Cost Depreciation Value Equipment Stamford 82,493 45,000 37,493 New York 68,133 27,056 41,077 Furniture Stamford 46,099 33,010 13,089 Computers Stamford 125,697 105,817 19,880 New York 55,570 28,111 27,459 Leasehold Stamford 145,473 72,050 73,423 New York 17,596 10,157 7,439 -------------------------------------------------- Total 541,061 321,201 219,860 ================================================== La Jolla Bank Fixed Aset Detail 30-Apr-00
La Jolla Bank Fixed Aset Detail 30-Apr-00
La Jolla Bank Fixed Aset Detail 30-Apr-00
La Jolla Bank Fixed Asset Detail 30-Apr-00 STAMFORD-COMPUTERS
La Jolla Bank Fixed Asset Detail 30-Apr-00 NEW YORK-COMPUTERS
La Jolla Bank Fixed Asset Detail 30-Apr-00 STAMFORD - LEASEHOLD ASSET DATE BOOK NUMBER DESCRIPTION ACQUIRE COST ACC DEP BASIS 871 CT SIGNAGE 20000229 4,478.50 895.70 3,582.80 0105 CABLE FOR BMS 19990116 920.00 122.66 797.34 0111 VAULT FLOOR REPAIR 19941001 500.00 500.00 0.00 178 SIGNAGE 19990922 1,485.57 183.78 1,301.79 0181 BR 50 COUNTER REMODEL 19991201 28,630.98 1,080.40 27,550.58 758 LOBBY FLOOR 19941101 8,732.28 6,757.27 1,975.01 0108 ADDITIONAL PARKING 19941020 404.62 404.62 0.00 0109 GENERAL CLEAN UP 19940930 1,173.10 1,173.10 0.00 0110 GENERAL CLEAN UP 19940930 940.01 940.01 0.00 0115 ELECTRICAL WORK 19941104 1,663.32 900.91 762.41 0116 LOCKS 19941205 722.17 722.17 0.00 0117 FIDALEO & SONS 19941207 500.00 266.79 233.21 0119 ADT INSTALLATION 19941222 358.48 356.48 0.00 0120 SANTA FUEL 19941230 346.05 348.05 0.00 0121 MILLARD ASSOC 19941230 3,000.00 1,595.66 1404.34 0122 DOORS 19950125 1,630.28 853.75 776.53 0123 MORSE MOVING 19950206 612.48 612.48 0.00 0124 BANK LOCK SERV1CES 19950206 297.86 297.86 0.00 0125 TEMCO BUILING MAINT 19950214 821.50 821.50 0.00 0126 JOSEPH ARGENTINE 19950214 438.00 438.00 0.00 0127 SANTA FUEL 19950220 858.71 858.71 0.00 0128 UNITED ELECTRICAL CONT 19950224 1,964.22 1,009.65 954.57 0129 ACTIV-AD SIGNS 19940224 2,325.37 1,875.15 450.22 0130 MILLARD ASSOC 19950224 892.32 459.94 432.38 0131 WINDOW 19950424 1,116.18 556.45 559.73 0132 OUTSIDE LIGHTS 19950530 584.50 547.03 17.47 0133 RAIL HANDICAP RAMP 19950609 850.00 410.75 439.25 0134 OUTLETS FOR ALARM 19950623 695.00 334.97 360.03 0135 17 TELEPHONE DROPS 19950623 3,130.00 1,508.55 1,621.45 0136 ACTIV-ADS SIGNS 19950630 3,575.00 3,408.12 166.88 0137 EXPAND PARKING 19950630 255.80 123.19 132.61 0138 EXPAND PARKING 19950630 1,980.00 954.36 1,025.64 0139 DOOR BELL 19950724 331.48 310.69 20.77 0140 PARKING LOT EXTENSION 19951013 450.00 202.50 247.50 0141 PARKING LOT EXTENSION 19951013 5,300.00 2,385.15 2,914.85 0142 PARKING LOT EXTENSION 19951109 2,787.80 2,787.80 0.00 0143 PARKING LOT EXTENSION 19951204 1,349.53 1,349.53 0.00 0144 LAN COMPUTER CABLE 19960507 2,912.00 2,281.03 630.97 0145 RESEAL PARKING LOT 19961004 1,683.42 1,683.42 0.00 0146 DUAL FAN COIL TWO SOUTH 19961023 6,731.00 4,668.22 2,062.78 0147 REPLACE RECESSED LIGHTS 19961105 3,894.91 2,661.60 1,233.31 0148 2 50-WATT HALIDE FIXTURES 19970203 996.32 996.32 0.00 0149 2ND FLOOR CIRCUITS 19970609 3,536.00 2,003.73 1,532.27 0150 ROBERT FELSON ARCHITECH 19970609 1,840.00 1,042.77 797.23 0151 ACCOUSTICAL PANEL 19970707 993.56 546.48 447.08 0152 INSTALL BRONZE TEMPER 19970708 1,191.44 655.37 536.07 0153 2ND FLOOR RENOVATIONS 19970807 4,187.00 2,233.06 1,953.94 0154 2ND FLOOR RECESSED LIGHTS 19970827 1,536.58 812.05 724.53 0155 2ND FLOOR PARTITIONS 19970904 2.470,50 1,276.47 1,194.03 0156 2ND FLOOR CARPET 19971015 12,926.70 6,483.40 6,463.30 0157 2ND FLOOR PARTITIONS 19971015 2,437.10 1,218.59 1,218.51 0158 PHONE LINE 19971023 661.47 327.60 333.87 0159 ACOUSTICAL PANELS 19971101 3,277.71 1,912.26 1,365.45 0160 ACOUSTICAL PANELS 19971113 3,774.35 1,824.30 1,950.05 0161 DATA LINES 19980128 1,640.63 731.22 909.41 0162 KITCHEN REMODEL 19990131 2,702.88 360.38 2,342.50 145,472.66 72,050.00 73,422.66 La Jolla Bank Fixed Asset Detail 30-Apr-00 NEW YORK - LEASEHOLD ASSET DATE BOOK NUMBER DESCRIPTION ACQUIRED COST ACC DEP BASIS 0165 LUNCH ROOM CABINETS 19971028 2,489.75 1,203.41 1,286.34 0166 CELLAR LIGHTING SIGN 19971117 2,748.79 1,316.04 1,432.75 0170 BREAKROOM REMODEL 19990401 3,061.28 2,240.85 820.43 0171 BREAKROOM REMODEL 19990401 3,061.28 2,240.85 820.43 0174 AWNING 19990611 4,749.84 2,562.28 2,187.56 0177 SIGNAGE 19990922 1,485.57 594.24 891.33 17,596.51 10,157.67 7,438.84 EXHIBIT E IDENTIFICATION OF ACCOUNT LOANS 35
EXHIBIT F BILL OF SALE AND ASSIGNMENT OF ASSETS THIS BILL OF SALE AND ASSIGNMENT OF ASSETS ("Bill of Sale") is made as of the ____ day of _________, 2000 by La Jolla Bank, a federally chartered savings association ("Seller"). WHEREAS, Seller, and Union State Bank, a New York State Banking Association ("Buyer"), entered into an Asset Purchase and Account Assumption Agreement, dated April ___, 2000 ("Purchase Agreement"), which, among other things, provides that Buyer will purchase from Seller and Seller will sell, assign and transfer to Buyer all of Seller's right, title and interest in and to the Operating Assets and the Account Loans (unless otherwise indicated, capitalized terms used herein shall have the same meaning as defined in the Purchase Agreement), each as more particularly set forth in the Purchase Agreement; and NOW, THEREFORE, and in consideration of the payment by Buyer pursuant to the terms of the Purchase Agreement of the purchase price for the Operating Assets, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and agreements contained in the Purchase Agreement and pursuant to the terms thereof, Seller does hereby sell, assign, transfer, convey and deliver to Buyer all of Seller's right, title and interest in and to the Operating Assets (all as more fully described in Exhibit A hereto, which is incorporated by reference thereto and made a part hereof); Buyer acknowledges the receipt of all documents, instruments and agreements pertaining to the Operating Assets. Seller hereby agrees, from and after the date hereof upon the reasonable request of Buyer, to execute such other documents or instruments in order to obtain the full benefit 36 of this Bill of Sale. An updated and finalized Exhibit A shall be attached hereto on the Closing Date. Nothing in this Bill of Sale, express or implied, is intended or shall be construed to confer upon any person or entity other than Buyer any remedy or claim, and all the terms and conditions of this instrument shall be for the sole and exclusive benefit of Buyer and its successors and assigns. La Jolla Bank Attest: By: ------------------------------- ---------------------------------- Assistant Secretary Rick F. Hall, President UNION STATE BANK Attest: By: ------------------------------- ---------------------------------- Assistant Secretary Thomas E. Hales, President and Chief Executive Officer 37 EXHIBIT G ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made this _____ day of _________, 2000 by and between Union State Bank, a New York State Banking Association ("Buyer"), and La Jolla Bank, a Federally Chartered Savings Association ("Seller"), WITNESSETH: WHEREAS, Seller and Buyer have entered into the Asset Purchase and Account Assumption Agreement dated ___________, 2000, (the "Purchase Agreement"), which, among other things, provides for (i) the sale, transfer, assignment, and conveyance to Buyer of certain of the assets owned by Seller and used in connection with the operation and maintenance of certain branch offices of Seller as set forth in Exhibit A to the Purchase Agreement (the "Branch Offices"), (ii) the assignment by Seller of the Liabilities (unless otherwise indicated, all capitalized terms as used herein shall have the same meanings as set forth in the Purchase Agreement) to Buyer and the assumption of payment by Buyer of all liability of Seller existing on the Closing Date for the Liabilities, and (iii) the assignment to and assumption by Buyer of certain other contractual obligations. NOW, THEREFORE, in consideration of the premises and in accordance with the terms and conditions of the Purchase Agreement and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, Seller and Buyer agree as follows. 1. Seller hereby assigns to Buyer and Buyer hereby assumes from Seller and agrees to discharge and pay, that portion of the liabilities and obligations of Seller set forth in this Section I which are to be performed after the date hereof: (a) All Liabilities of Seller set forth on Exhibit A hereto; and 38 (b) The contractual obligations set forth on Exhibit B hereto. 2. Other than as set forth in Section 1 of this Agreement, Buyer is not assuming and shall not be responsible, or deemed to be responsible, for paying or discharging any other liability or obligation of Seller. 3. Seller and Buyer agree to execute such further agreements and documents as may be necessary or appropriate to effectuate the purposes of this Agreement. 4. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permissible assigns. This Agreement she be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the day and year first written above. La Jolla Bank Attest: By: ------------------------------- ---------------------------------- Assistant Secretary Rick F. Hall, President UNION STATE BANK Attest: By: ------------------------------- ---------------------------------- Assistant Secretary Thomas E. Hales, President and Chief Executive Officer 39 EXHIBIT H COPIES OF LEASES FOR THE RESPECTIVE BRANCH OFFICES 40 LEASE AGREEMENT OF LEASE, made as of ___________, 2000, between FRANK R. WARREN AND JOANNE C. WARREN, TRUSTEES OF THE FRANK R. WARREN AND JOANNE C. WARREN REVOCABLE TRUST UDT AUGUST 2, 1985, (hereinafter the "Landlord") having an office at Warren Properties, Box 469114, Escondido, California 92046-9114 and UNION STATE BANK, having its principal place of business located at 100 Dutch Hill Road, Orangeburg, New York 10961 (hereinafter the "Tenant") ARTICLE 1 Definitions 1. 1.01 The following terms shall have the meanings set forth opposite each of them: "Access" Tenant shall have unrestricted and unimpeded entry to the Demised Premises and Tenant shall have access to the Demised Premises 24 hours per day, 7 days per week. "Building": The Building erected on the Real Property and located at 999 Bedford Street, City of Stamford, State of Connecticut. "Commencement Date" Such date as the Landlord shall deliver possession of the Demised Premises to Tenant and all regulatory approvals for a Banking branch have been obtained. "Demised Premises" The Building consisting of _________ square feet and the Real Property upon which the Building stands. "Expiration Date" ____________________, 2005 or ending on an earlier or later date that this Lease may expire or be canceled or terminated or renewed pursuant to the terms of this Lease. "Annual Rent" The annual rent during the Initial Term shall be One Hundred Thousand ($100,000.00) Dollars. "Initial Term" A period of five (5) years beginning on the "Commencement Date." "Permitted Use" The Demised Premises shall be used for general banking operations, executive and clerical offices only and for no other purpose. 1 "Real Property" Shall be the land upon which the building stands, the Building, and the land (and the improvements thereon, adjoining the Building) forming part of the same tax lot or lots as those of the land on which the Building stands and in which the demised premises are located. "Rent Year" The period commencing on the Commencement Date and ending with the day preceding the first anniversary of such Commencement Date. "Structural" Shall mean the parts of the Building which are integral to the structure of the Building, which includes: stairwells and towers; foundations; subflooring; column supports; load bearing walls; roofs; exterior walls above and/or below grade; fire escapes; and any building member integral to the support of the Building. "Renewal Term" The period beginning on the day after the first expiration date and ending at 11:59 p.m. on the Date which is five (5) years after commencement of the renewal term. 2 ARTICLE 2 Demised Premises 2.01 The Landlord hereby leases to Tenant and Tenant hereby hires from the Landlord the Demised Premises for the Term for the Rent hereinafter reserved and upon and subject to the conditions (including limitations restrictions and reservations) and covenants hereinafter provided. Each party hereto agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. 2.02 The general location, size and layout of the Demised Premises are outlined on Exhibit "A". 2.03 Neither Landlord nor Tenant shall cause or allow any undue waste on the Demised Premises and shall comply with all applicable laws and ordinances respecting the use and occupancy of the Demised Premises relating to matters not specifically set forth in this lease. Tenant shall keep the Demised Premises free and clear of all liens and encumbrances. 2.04 It is expressly understood and agreed that the commencement of this Lease and the obligations of the Tenant hereunder are expressly subject to and conditioned upon Tenant obtaining all necessary regulatory approvals for the establishment of a full service banking branch at the location of the Demised Premises and is further subject to all of the terms and conditions set forth in a certain Asset Purchase Account Assumption Agreement by and between Tenant and La Jolla Bank dated May , 2000 which is incorporated herein by reference thereto. Tenant hereby agrees to diligently and in good faith make all required applications and take all action necessary to obtain said approvals and otherwise satisfy all terms and conditions of the Asset Purchase Account Assumption Agreement. In the event such approvals shall be denied, for any reason whatsoever or the Asset Purchase Account Assumption Agreement is terminated pursuant to the terms of said Agreement, for any reason, this Lease Agreement shall be at an end and neither party shall have any further obligation hereunder. 3 ARTICLE 3 Use 3.01 Tenant's use of the Demised Premises shall be limited to the Permitted Use. The Permitted Use of the Demised Premises for the purposes specified in Article I hereof shall not in any event be deemed to include and Tenant shall not suffer or permit the Demised Premises or any part thereof to be used in any manner, or do anything or suffer or permit anything to be brought into or kept therein any illegal, or ultra-hazardous activity, whether within or outside the scope of the business of Tenant or which would in any way (i) violate any laws, codes, statutes, or rules or requirements of public authorities, (ii) make void or voidable any fire or liability insurance policy in force upon the Commencement Date with respect to the Building, (iii) make unobtainable from reputable insurance companies authorized to do business in the State of Connecticut at standard rates any fire insurance with extended coverage, or liability, elevator or boiler or other insurance required to be furnished by the Landlord under the terms of this Lease, (iv) discharge objectionable fumes, vapor or odors into the Building air conditioning system or into Building flues or vents not designated to receive them or otherwise in such manner as may unreasonably offend other occupants or (v) shall allow any animals or birds be brought in or kept in or about the Demised Premises or the Building, unless such animal is a "service" or "helping" animal accompanying, or in training to service a person with a "disability" as defined by the Americans with Disabilities Act of 1990 or a guide dog or hearing-aid dog. The Landlord shall not make any provisions for the supervision or care of such animals. 3.02 The Landlord hereby grants the Tenant the right to place banners, flags, balloons and similar promotional material on the exterior of the Demised Premises to advertise the opening of its Bank Office. Additionally, Landlord agrees that it will not unreasonably withhold its consent to place banners, flags, balloons and similar promotional material on the exterior of the demised premises at various time intervals for promotional purposes. 3.03 If any governmental license or permit, other than a certificate of occupancy or certificate of use, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises, or any part thereof, and if failure to secure such license or permit would in any way affect the Landlord, then Tenant, at its expense, shall duly procure and thereafter maintain such license or permit, but in no event shall failure to procure and maintain same by Tenant affect Tenant's obligations hereunder. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy the Demised Premises or do or permit anything to be done in the Demised Premises in violation of the certificate of occupancy for the Demised Premises or for the Building. 3.04 Tenant agrees to use, occupy, operate and maintain the Demised Premises throughout the term, as a dignified first-class, high quality establishment and in a manner which shall not detract from the character, appearance or dignity of the Building. Tenant shall have the right to install any exhibition, display (window or otherwise), or advertisement in or with respect to the Demised Premises or any part thereof, including any article, sign, poster or material. All window displays shall be kept neat, orderly and fresh in appearance. Tenant agrees not to (i) conduct or permit any fire, auction, going-out-of-business or bankruptcy sale in the Demised premises, (ii) engage in any unethical method of business operation, (iii) use or operate the Demised Premises as a so-called "discount house" or for "cut rate" or "discount" type of business, (iv) use or permit to be used the 4 sidewalks or other space outside the Demised Premises for the display, sale or similar undertaking or storage, (v) use or permit to be used any loudspeaker, phonograph or other sound system or advertising devise which may be heard outside the Demises Premises, or (vi) distribute or permit to be distributed handbills or other matter to customers outside the Demised Premises. Tenant, at its sole cost and expense, shall comply with and remain in compliance with all applicable laws, codes, statutes, rules or requirements of public authorities or changes in governmental policy, including, without limitation, the requirements of the Occupational, Safety and Health Act, as they apply to Tenant's use and occupancy of the Demised Premises. Tenant shall not place a load upon any floor of the Demised Premises which exceeds the floor load per square foot area which such floor was designed to carry. 3.05 Tenant acknowledges that the Landlord's damages resulting from any breach of the provisions of this Article are difficult, if not impossible, to ascertain and concedes that, among other remedies for such breach permitted by law or the provisions of this Lease, the Landlord shall be entitled to enjoin Tenant from any violation of said provisions. 5 ARTICLE 4 Rent 4.01 Whenever used in this Lease, the terms (insofar as it pertains to this Lease) "The annual rent", "minimum rent", "base rent" or "basic rent", shall mean Annual Rent; and whenever used in this Lease, the term (insofar as it pertain to this Lease) "rent", "rental", "Rent", or the plural of any of them, shall mean Annual Rent. 4.02 Tenant shall pay to the Landlord in lawful money of the United States of America, at the office of the Landlord as specified in the preamble hereof or at such other place as the Landlord may designate, the Annual Rent reserved under this Lease for each year of the Term, payable in equal monthly installments in advance and received by the first day of each and every calendar month during the Term. Tenant shall pay Rent as hereinafter defined, without notice, demand, deduction, abatement, set-off or counterclaim, at the office of the Landlord at the address indicated on the face of the Lease or at such other place or to such agent and at such place as the Landlord may designate from time to time. 4.03 The Annual Rent for each year of the Initial Term of this Lease shall be One Hundred Thousand and 00/100 ($100,000.00) Dollars payable in equal installments of Eight Thousand Three Hundred Thirty-Three and 33/100 ($8,333.33) Dollars per month commencing on the Commencement Date. 4.04 Tenant shall pay the Annual Rent promptly as and when the same shall become due and payable under this Lease. If the Commencement Date shall occur on a day other than the first day of the calendar month, the Rent shall be prorated for the period from the Commencement Date to the last day of the said calendar month and shall be due and payable on the Commencement Date. 4.05 Installments of rent shall be due and payable on the 1st day of each and every month during the term of this Lease. If any installment of rent has not been paid within fifteen (15) days from the due date, Tenant agrees to pay a late fee in an amount equal to 5% of the monthly installment of rent. 6 ARTICLES 5 Repairs, Operating, Maintenance, Services and Utilities 5.01 Tenant shall maintain the Building and real property except as set forth in Paragraph 5.02 herein in which the Demised Premises are located and make repairs, restorations, and replacements to the Building and real property, as necessary, including the fixtures and appurtenances to the Demised Premises, snow and ice removal and landscaping and all cleaning and janitorial services, all as and when needed to preserve them in good and safe working order and condition and replacements will be in quality and class equal to the original work or installations. 5.02 Landlord shall be responsible for maintaining and repairing all mechanical, electrical and plumbing systems and all structural repairs including, but not limited to, the roof, wall and foundations of the Demised Premises. 5.03 Tenant shall pay directly all of the costs and expense with respect to its equipment, services and personnel for protection and security; alarm service; maintenance, repairs, replacements and improvements which are appropriate for the continued operation of the Demised Premises; rental (or depreciation) of equipment used in cleaning and maintenance; painting and decoration of the Demised Premises; fire, extended coverage, special extended coverage, owner's protective and other casualty coverage, public liability and umbrella liability and property damage, rent or rental value and plate glass insurance and any other insurance which the Tenant may deem necessary; supplies, wages, salaries, disability benefits, pensions, hospitalization, retirement plans, and group insurance and other indirect expenses respecting employees of the Tenant and the Tenant's contractors up to and including the grade of the Building. 5.04 Utilities --. Landlord shall furnish, at its sole costs and expense, all fuel oil necessary for the heating of the Demised Premises. Tenant shall pay all charges for services for electricity and water. 7 ARTICLE 6 Alterations 6.01 For the purposes of this Lease, the term "Alterations" shall include, but not be limited to any changes, work or improvements to the floors, walls and ceiling of the Demised Premises. 6.02 The Landlord's consent shall not be required for minor changes to the Demised Premises such as painting and installation of cabinets and shelves. All other renovations, additions, installations, improvement and/or alterations of any kind or nature in the Demised Premises shall be at the sole cost of Tenant (herein "Tenant's Changes") and shall require the prior written consent of the Landlord thereto which, in the case of non-structural interior Tenant's Changes, the Landlord agrees not to unreasonably withhold, delay or defer. In granting its consent to any Tenant's Changes, the Landlord may impose such conditions (as to guarantee of completion, payment, restoration and otherwise) as the Landlord may reasonably require. The Landlord agrees to respond to Tenant's request for approval of Tenant's Changes within thirty (30) days after the Landlord's receipt of Tenant's written request for the Landlord's consent and all plans and other information reasonably required by the Landlord to evaluate Tenant's Changes. Tenant shall cause drawings and specifications to be prepared for, and shall cause to be performed, the construction of Tenant's Changes in accordance with all applicable laws, ordinances and regulations of all duly constituted authorities, including, without limitation, Title III of the Americans with Disabilities Act of 1990, all regulations issued thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, as the same are in effect on the date hereof and may be hereafter modified, amended or supplemented. Any request by the Landlord for plans and other information required to evaluate Tenant's Changes shall not be unreasonably delayed. In no event shall the Landlord be required to consent to any Tenant's Change which would physically affect any part of the Building outside of the Demised Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At any time Tenant requests the Landlord's written consent to any Tenant's Changes, Tenant shall deliver to the Landlord detailed plans and specifications therefor. Tenant shall pay to the Landlord any out of pocket expenses incurred by the Landlord in connection with the Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by the Landlord for review or examination, an/or for supervision during performance of Tenant's Changes. The Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Tenant before commencement of any Tenant's Changes shall: 1. Obtain the necessary consents, permits, authorizations and licenses from all federal, state, city or municipal authorities having jurisdiction over such work; 2. Furnish to the Landlord a certificate or certificates of Worker's Compensation Insurance covering all persons who will perform Tenant's Changes for Tenant or any contractor, subcontractor or other person; 3. Furnish to the Landlord an original policy of public liability insurance (or certificate thereof) covering the Landlord in limits of not less than TWO MILLION ($2,000,000.00) dollars for injuries or damages to person and property, from a company approved by the Landlord. Such policy shall be maintained at all times during the progress of Tenant's Changes and until 8 completion thereof, and shall provide that no cancellation or material alteration shall be effective unless thirty (30) days prior written notice has been given to the Landlord. 6.03 Tenant agrees to indemnify defend and save the Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by the State of Connecticut and from and against any and all liens, bills or claims therefor or against all losses, damages, costs, expenses, suits and claims whatsoever in connection with Tenant's Changes. The cost of Tenant's Changes shall be paid for in cash or its equivalent, so that the Demises Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied. 6.04 Tenant, at its expense, shall cause Tenant's Changes consented to by the Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building and so as to maintain harmonious labor relations in the Building. 9 ARTICLE 7 Electricity, Gas and Fuel INTENTIONALLY DELETED 10 ARTICLE 8 Signs 8.01 Tenant shall have the right to place its signs in, on and about the Demised Premises, provided the same are in compliance with law, are purchased and installed at the sole cost and expense of Tenant and are removed from the premises at or prior to the Expiration Date and the surfaces and areas restored to their original condition. Tenant shall be responsible for all required applications, fees and permits. The Landlord agrees to promptly execute and provide all requested documentation requested by Tenant for use in obtaining such applications and permits. It Tenant shall cause or permit any sign or other object to be placed on or affixed to any part of the Building not within the Demised Premises without Landlord's written permission, Landlord shall have the right, in addition to any other rights or remedies, without notice or liability to Tenant, to remove and dispose of any such sign or other object and to make any repairs necessitated by such removal, all at Tenant's sole cost and expense, and Landlord's cost and expense in performing such removal and repair shall be deemed additional rent payable with the next installment of Rent due hereunder. 11 ARTICLE 9 Services; Repairs 9.01 The Tenant shall cause the Demised Premises to be cleaned; including the exterior and the interior of the windows thereof to be cleaned and shall cause there to be supplied cleaning materials therefor. 9.02 Tenant shall be responsible for the operation of and all maintenance and repairs to: (i) all specifically installed items by Tenants, including but not limited to computers, HVAC equipment, uninterrupted power service equipment, generators and antennae or satellite dishes; and (ii) all Tenant service systems contained within or servicing the Demised Premises. 9.03 Tenant will pay the appropriate suppliers for all telephone and communications services used by Tenant on the premises during the term, whether or not such services are billed directly to Tenant. Tenant will also procure, or cause to be procured, without cost to Landlord, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying any such service to and upon the premises. Landlord, upon request of Tenant, and at the sole expense and liability of Tenant, will join Tenant in any application required for obtaining or continuing any such service. 9.04 With respect to parking of vehicles: (a) Use of the parking areas located at the Demised Premises by Tenant, its personnel and visitors will be at their own risk, and the Landlord shall not be liable for any injury to person or property, or for loss or damage to any vehicle or its contents, resulting from theft, collision, vandalism or any other cause whatsoever. (b) It is understood and agreed that Landlord leases a portion of the parking area from First Presbyterian Church of Stamford pursuant to a certain lease including all renewals therein. Landlord agrees, that during the term of this Lease, to exercise any options to renew said lease in accordance with the terms and conditions of said lease, except if landlord increases the rent under Section 15 of the lease, in order to insure the benefit of the additional parking area provided under said lease for the benefit of Tenant herein. Landlord shall be solely responsible for all amounts due as rent under the aforesaid lease. 9.05 The Landlord reserves the right, without any liability to Tenant except as otherwise expressly provided in this Lease, and without being in breach of any covenant of this Lease, to stop, interrupt or suspend service of any of the heating, ventilating, air conditioning, electric, sanitary, elevator or other Building systems serving the Demised Premises, or the rendition of any other services required of the Landlord under this Lease, whenever and for so long as may be necessary, by reason of accidents, emergencies, the making of repairs or changes which the Landlord is permitted by this Lease or required to by law to make or in good faith deems advisable, or by reason of unavoidable delays, which for the purpose of this Article shall mean the temporary (not more than ten (10) business days) postponement of materials or services not within the Landlord's control. 12 changes. In each instance the Landlord shall exercise due diligence to eliminate the cause of stoppage or repetitive failure of a system or service and to effect restoration or service and shall give Tenant reasonable notice, whenever possible, of the commencement and anticipated duration of such stoppage. 9.06 If, by reason of any events beyond the Landlord's or Tenant's control, the Landlord or Tenant, as the case may be, shall be unable to fulfill its obligations under this Lease or shall be unable to supply any service which said party is obligated to supply, this Lease and Tenant's obligation to pay Rent hereunder shall in no way be affected, impaired or excused provided, however, that should such failure to provide service or to perform any other obligation under the Lease prohibit or prevent Tenant's use and occupancy of the Demised Premises for a period of thirty (30) days, Tenant may, at its option, terminate this Lease. As used herein "event beyond the Landlord's or Tenant's control" shall include, without limitation: acts of public enemy; governmental emergency, rule, order, regulation or action; war; restraining of government; unavailability of materials; labor unrest, strikes or troubles, civil riots; floods; hurricanes; tornadoes; earthquakes or other acts of severe weather conditions; or acts of God. 13 ARTICLE 10 Landlord and Tenant`s Responsibility Regarding Hazardous Substances 10.01 Landlord represents that to its knowledge: There has been no generation, processing, distribution, use, treatment, handling, storage, discharge, disposal, release, threatened release, or emission of any Hazardous Substance on or from the Building or Real Property by any person prior to the Closing Date; and, to Landlord's knowledge, no action has been taken and Landlord has not been notified that an event or condition has occurred or exists with respect to the Building or Real Property which constitutes a violation of any Environmental Laws. Landlord heretofore has delivered to Tenant copies of all written reports, correspondence, analytical data, notices or other materials, if any, in its possession pertaining to environmental surveys or assessments of the Building or Real Property and any improvements thereon, and any violation of Environmental Laws in, on, affecting, or otherwise involving the same. (1) Hazardous Substances. The term "Hazardous Substance", as used in this Lease, shall include, without limitation: "hazardous substances" or "toxic substances" as those terms are defined by the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. Section 8601, et seq., or the Hazardous Materials Transportation Act, 49 U.S.C. Section 1802 and "hazardous wastes," as that term is defined by the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. Section 6902, et seq., all as amended to this date and as amended after this date; any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous substance or material, all as amended to this date or as amended after this date; flammables, explosives; radioactive materials, including any source, special nuclear, or by-product material as defined at 42 U.S.C. Section 2011, et seq., as amended to this date or as amended after this date; asbestos or substances or compounds containing asbestos; polychiorinated biphenyls (PCB's) or substances or compounds containing PCB's; chemical known to cause cancer or reproductive toxicity; pollutants; contaminants, and petroleum and petroleum products. (2) Landlord and Tenant's Restrictions. Neither Landlord nor Tenant shall cause or permit to occur: (a) Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises, or arising from TenanCs use of occupancy of the Demised Premises, including, but not limited to, soil and ground water conditions; or (b) The use, treatment, transportation, generation, release, manufacture, refining, production, processing, storage, or disposal or any Hazardous Substance on, under, or about the Demised Premises, or the transportation to or from the Demised Premises of any Hazardous Substance. (3) Environmental Clean-up. 14 (a) Landlord and Tenant will promptly notify each other, in writing, if Tenant has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Demised Premises; and if any Hazardous Substance is found on the Demised Premises. Landlord and Tenant shall comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substance, including but not limited to, the laws specified above ("Environmental Laws"). (b) Landlord and Tenant will immediately notify each other and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Demised Premises (including the common areas or real property) or compliance with Environmental Laws. Tenant will promptly cure and have dismissed with prejudice any of those actions and proceedings to the satisfaction of the Landlord. Tenant will (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises) keep the Demised Premises free of any lien imposed pursuant to any Environmental Laws. Landlord and Tenant shall make all submission to, provide all information required by, and comply with all requirements of all governmental authorities (the "Authorities") under the Environmental Laws. (c) Should any authority under the Environmental Law or any third party demand that a clean-up plan be prepared and that a clean-up be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substance that occurs during the term of this Lease, in or from the Demised Premises (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises) or which arises at any time from Tenant's use or occupancy of the Demised Premises; then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and their financial assurances, and Tenant shall carry out all such clean-ups plans. (d) Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substance that is requested by the Landlord or any authority under the Environmental Laws. The Landlord will have the right at all reasonable times and from time to time to conduct environmental audits of the Demised Premises, and Tenant will cooperate in the conduct of those audits. The audits will be conducted by a consultant of the Landlord's choosing, and if any Hazardous Substance is detected or if a violation of any of the warrantied, representations, or covenants contained in this Article is discovered, the fees and expenses of such consultant will be borne by Tenant and will be paid as additional Rent under this Lease on demand by the Landlord. (e) If Tenant fails to comply with any of the foregoing warranties, representations, and covenants, the Landlord may cause the removal or other cleanup acceptable to the Landlord) of any Hazardous Substance from the Demised Premises. Tenant shall cooperate with the Landlord in order to prepare all documents the Landlord deems necessary or appropriate to determine the applicability of the Environmental Laws to the Demised Premises and Tenant's use thereof, and for compliance therewith, and Tenant shall execute all documents promptly upon the Landlord's request or those of any authority under the Environmental Laws. The costs of Hazardous Substance removal and any other cleanup (including transportation and storage costs) will be 15 additional Rent under this Lease, only if a court has ordered the cleanup, and those costs will become due and payable on demand by the Landlord. Tenant will give the Landlord and the Landlord's Agents access to the Demised Premises to remove or otherwise clean up any Hazardous Substance. The Landlord, however, has no affirmative obligation to remove or otherwise clean up any Hazardous Substance, and this Lease will not be construed as creating any such obligation. No such action by the Landlord and no attempt made by the Lender to mitigate damages under any laws shall constitute a waiver of any of Tenant's obligation under this Article. (f) In addition to the indemnification provisions of Article 14 hereof, Tenant shall indemnify, defend (with counsel reasonably acceptable to the Landlord and at Tenant's sole cost), and hold the Landlord, and its officers, directors, beneficiaries, shareholders, partners, subsidiaries, agents, and employees free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and fees and expenses incurred in investigating, defending, or prosecuting and litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted or awarded against the Landlord (including attorneys' fees, consultants' fees and court costs) (except to the extent due to a condition that existed prior to Tenant's use of occupancy of the Demised Premises or if due to a condition created by Landlord or other Tenants in the Building) arising out of or in any way connected with: any deposit, spill, discharge, or other release or any Hazardous Substance that occurs during the term of this Lease, at or from the Demised Premised, or which arises at any time from Tenant's use or occupancy of the Demised Premises; or any violation or claim of violation by Tenant of any Environmental Laws; or the imposition of any lien for the recovery of any costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Substance; or failure to provide all information, make all submission, and take all steps required by all authorities under the Environmental Laws and all environmental laws, or any misrepresentation, inaccuracy, or breach of any warranty, covenant, or agreement contained or referred to in this Article. This indemnification is the personal obligation of Tenant and will survive termination of this Lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against the Landlord under CERCLA, or any state equivalent to any similar law now existing or enacted after this date. To the extent that the Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant's obligation to the Landlord under this indemnity will also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to the Landlord (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises or if due to a condition created by Landlord or other Tenants in the Building). Notwithstanding anything herein to the contrary, the Tenant shall have 90 days from the date hereof to complete Phase I environmental assessments with respect to the demised premises. The cost and expense of the environmental assessments shall be paid by the Tenant. If the Tenant should determine pursuant to the results of such environmental assessments that (i) there has been any storage, discharge, disposal, release or emission of any Hazardous Substance in, on or from the Demised Premises and (ii) Tenant reasonably believes that it could become responsible for the remediation of such storage, discharge, disposal, release, threatened release or emission or become 16 liable for monetary damages (including without limitation any civil, criminal or administrative penalties or assessments) resulting therefrom, or if Tenant reasonably believes that such discharge, disposal, release, threatened release, emission or violation would have a material adverse effect on its ability to assign the Lease, then Tenant shall inform Landlord in writing with specificity within 90 days from the date hereof, and shall deliver to Landlord copies of all written reports, analytical data, correspondence, notices or other written material relating to or developed in connection with the environmental assessment of the property at issue. Upon receipt of notice, Landlord may, at its option and sole cost and expense, take necessary actions to correct the specific defect set forth in the notice. Upon completion of such corrective actions to the reasonable satisfaction of the Tenant, or Landlord's proving in a manner acceptable to Tenant that Tenant would not be responsible for remediation or be liable for monetary damages, including administrative, civil, or criminal penalty assessments or enforcement actions or administrative, judicial or special orders by consent (unless, in Tenant's reasonable opinion, the results of the environmental assessment would materially adversely affect the marketability, including, but not limited to, the resale or leasing of the Demised Premises, Tenant shall not be permitted to reject such Branch Office due to the results of the environmental assessment. For purposes of this Agreement "Hazardous Substance" shall mean any toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, any hazardous substances under Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 USC Section 9601(14), any pollutant or contaminant under Section 101(33) of CERCLA, 42 USC Section 960 1(33), friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum and petroleum products or urea formaldehyde 17 ARTICLE 11 Condemnation; Eminent Domain 11.01 In the event that the Real Property, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, the Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding, excepting Tenant's personal property hereby vested in or owned by Tenant, to be paid out as in this Article provided. Nothing in this Article shall prevent Tenant from bringing a separate action or proceeding for compensation for any of Tenant's property or moving expenses. 11.02 At any time during the Term if title to a portion greater than twenty-five (25%) percent of the Real Property, the Building and/or Demised Premises shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 11.03 However, if less than twenty-five (25%) percent of the Real Property, Building and/or Demised Premises shall be so taken, this Lease nevertheless shall continue in full force and effect, except that Landlord or Tenant may elect to terminate this Lease if that portion of the Demised Premises then occupied by Tenant shall be reduced by more than twenty-five (25%) percent, or the Demised Premises shall become untenantable, by written notice of such election to the other party given not later than thirty (30) days after (i) notice of such taking is given by the condemning authority, or (ii) the date of such taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Rent due and to become due shall be prorated and adjusted as of the date of the taking. If both parties fail to give notice upon such partial taking, and this Lease continues in force as to any part of the Demised Premises not taken, the Rent apportioned to the part taken shall be prorated and adjusted as of the date of the taking and from such date the Rent shall be reduced to the amount apportioned on the remainder of the Demised Premises, and the Tenant's Share shall be recomputed to reflect the number of square feet of Tenant's Floor Space remaining in the Demised Premises in relation to the number of square feet of Total Building Floor Space remaining in the Building. 11,04 Tenant shall not be entitled to any portion of any condemnation award or private purchase price. Tenant hereby expressly assigns to the Landlord all of its rights in and to every such award, compensation, damages, rights of action, proceeds or purchase price and agrees to execute and lend all documents required to facilitate collection thereof by the Landlord. Landlord shall be under no obligation to question the amount of any such award or compensation and may accept the same in the amount paid. Notwithstanding the foregoing provisions of this Article, Tenant shall be entitled to appear, claim, prove and receive in the proceeding relating to any taking mentioned in the preceding Sections of this Article, such portion of each award made therein as represents (a) Tenant's moving expenses, and (b) the then value of Tenant's personal property. (a) Nothing herein contained shall be deemed to excuse Tenant from repairing or 18 maintaining the Demised Premises as provided in this Lease or restoring all damage or destruction to the Demised Premises, regardless of whether or not there are proceeds available or whether any such Proceeds are sufficient in amount, and the application or release by Landlord of any Proceeds shall not cure or waive any default or notice of default under this Agreement or on validate any act done pursuant to such notice. (b) Any monies received as a condemnation award shall be paid over to Landlord to be applied at the option of Landlord for the restoration of the Improvements. (c) If at any time there shall occur a partial condemnation or partial taking, and if Landlord shall have decided in its sole discretion to permit Tenant to use any condemnation award for the restoration of the Demised Premises, then Tenant may use such proceeds to restore the Demised Premised provided that (i) the net proceeds are sufficient to restore the Demised Premises, or if such proceeds are insufficient in the opinion of Landlord on advice from its architect to restore the Demised Premises, Tenant shall have deposited with Landlord cash in an amount equal to the difference between the cost of such restoration and such proceeds, (ii) there shall exist no Event of Default, nor any event which, after notice or the passage of time would become an Event of Default, (iii) in the opinion of Landlord on advice from its architect the Demised Premises can be completely restore within 180 days from the occurrence of such partial condemnation or taking, or by the Expiration Date (as defined in the Note), whichever occurs first; and (iv) Landlord shall determine, based on advice from its architect, that the contemplated restoration of the Demised Premises shall, when completed, render the Demised Premises a complete, economically viable architectural unit of substantially the same usefulness, design and construction and fully functional for the same purposes and uses as existed prior to the condemnation. In the event such condemnation award is used to repair or restore the Demised Premises pursuant to this Section, Tenant shall obtain, at its sole cost and expense, an architect who shall submit plans to Landlord for the restoration of the Demised Premises indicating that such restoration of the Demised Premises indicating that such restoration can be completed within the period provided for herein, together with a budget itemizing the projected costs of such restoration. Said plans and budget are subject to the approval of Landlord. Tenant shall also obtain and post, at its sole cost and expense, all necessary Federal, State and local permits and approvals prior to the commencement of such restoration. Tenant agrees that condemnation awards to be used to restore the Demised Premises shall be held by Landlord and disbursed periodically: (i) on advice from Landlord's architect (who shall be employed by Landlord at Tenant's sole expense) that the work completed or materials installed conform to said budget and plans, as approved by Landlord; and (ii) upon presentment of receipted bills and releases satisfactory to Landlord. The expenses incurred by Landlord, including architects' and attorneys' fees, and all soft and hard costs in connection with such restoration, shall be paid by Tenant to the extent condemnation awards are insufficient to pay same. At no time shall Landlord be obligated to disburse any funds if the undisbursed balance is, in the opinion of Landlord based on advice from its architect, insufficient to timely complete the restoration of the Demised Premises free and clear of all liens. Tenant agrees to post such bonds, obtain such guaranteed maximum price general contract agreement and/or enter into such agreements and arrangements as Landlord may require to insure lien-free completion of such repairs or restoration by the end of the period provided herein for completion of such repairs or restoration. 19 ARTICLE 12 Insurance 12.01 Insurance Coverages. Tenant agrees to at all times, at it sole expense, provide, maintain and keep in force the following policies of insurance naming Landlord and Tenant as their interests may appear and such other parties as Landlord and Tenant may designate as additional insured, in the customary form in the Town of Stamford, State of Connecticut, for premises and improvements of similar character, on premises and improvements. (a) Comprehensive public liability insurance (including coverage for elevators and escalators, if any, on the Demised Premises and, if any construction of new improvements occurs after execution of this Agreement, completed operations coverage for one year after construction of the improvements has been completed) on an occurrence basis against claims for personal injury including, without limitation, bodily injury, death or property damage occurring on, in or about the Demised Premises and the adjoining streets, sidewalks and passageways, such insurance to afford immediate minimum protection to limits of not less than $2,000,000 or such greater amount as may be required by Landlord from time to time; (b) Worker's compensation insurance including employer's liability insurance for all employees of Tenant, if any, engaged on or with respect to the Demised Premises; (c) During the course of any demolition, construction, renovation or repair of the Building or other improvements on the Demised Premises, builder's completed value risk insurance against all risks of physical loss, including collapse and transit coverage, during construction of such improvements, with deductibles satisfactory to Landlord, in nonreporting form, in an amount acceptable to Landlord. Such policy of insurance shall contain the "permission to occupy upon completion of work or occupancy endorsement and a waiver of coinsurance endorsement; (d) Rent loss and business interruption coverage, if applicable, either as a separate policy or as part of the casualty policy referred to in subsection (a) above; and (e) All policies of insurance relating to property required by terms of this Agreement shall contain a standard non-contributory negligence endorsement providing an agreement by the insurer that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Tenant which might otherwise result in forfeiture of such insurance and the further agreement of the insurer waiving all rights of set off counterclaim or deductions against Tenant. 12.02 Miscellaneous Insurance Related Provisions. (a) All policies of insurance shall be issued by companies authorized to transact business in the State of Connecticut (property liability) approved by Landlord and in amounts satisfactory to Landlord and all policies of property insurance shall have attached thereto the clause referred to in Section 12.01 above in favor of Landlord, not subject to contribution or co-insurance, all in form reasonably satisfactory to Landlord. Tenant shall furnish Landlord with a signed duplicate original policy with respect to all required insurance coverage. At least thirty (30) days 20 prior to the expiration of each such policy, Tenant shall furnish Landlord with evidence satisfactory to Landlord of the payment of premium and the reissuance of a policy continuing insurance in force as required by this Agreement. All such policies, including policies for any amounts carried in excess of the required minimum and policies not specifically required by Landlord, shall be in form satisfactory to Landlord, shall be maintained in full force and effect, shall be assigned and delivered to Landlord, with premiums prepaid, as collateral security for payment of all obligations of Tenant secured hereby, and shall contain a provision that such policies will not be canceled or amended, without at least thirty (30) days prior written notice to Landlord and at no time shall there be any reduction in the scope or limits of coverage. If the insurance, or any part thereof, shall expire, or be withdrawn, or become void or any reason, or if for any reason whatever the insurance shall be unsatisfactory to Landlord, Tenant shall immediately upon learning of such expiration or termination place new insurance on the Demised Premises, satisfactory to Landlord. (b) In the event Tenant fails to provide, maintain, keep in force or deliver and furnish the Landlord the policies of insurance required hereunder, Landlord may procure such insurance or single-interest insurance for such risks covering Landlord's interest, and Tenant will pay all premiums thereon promptly upon demand by Landlord, and until such payment is made by Tenant the amount of all such premiums, together with interest thereon at the Default Rate shall be secured by the mortgage. 12.03 The Tenant, at his own cost and expense, shall insure it own fixtures, equipment and contents, (including, without limitation, any computer or telephone system or any generators or alternators used in connection therewith installed in the Demised Premises, it being expressly understood and agreed that the same is not the responsibility of the Landlord nor shall the Landlord be liable therefor. All polices and Certificates shall name the Landlord as an additional insured and loss payee and shall expressly provide that the interest of same therein shall not be affected by any breach by Tenant of any policy provision for which such Certificates evidence coverage. Further, all Certificates shall expressly provide that no less than thirty (30) days prior written notice shall be given to Landlord in the event of material alteration to, or cancellation of any of the coverages evidenced by such Certificates. The monetary limits and types of coverages stated herein shall not be construed as a limit of Tenant's liability. Every calendar year during the Term, Landlord shall have the right to review the insurance coverages required under this Article 12 and to require that Tenant reasonably increase the limits of Tenant's insurance coverage hereunder. If, on account of the failure of Tenant to comply with the foregoing provisions, Tenant is adjudged to be a coinsurer by its insurance carrier, then any loss or damage the Landlord shall sustain by reason thereof or payments made by Landlord's insurance carrier, shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill therefore and evidence of such loss or payment The Landlord makes no representation that the limits of liability specified to be carried by Tenant under the terms of this Lease are adequate to protect Tenant, and in the event Tenant believes 21 that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide at its own expense, such additional insurance as Tenant deems adequate 22 ARTICLE 13 Right to Assign or Sublease 13.01 Landlord and Tenant acknowledge and agree that: A. Tenant may assign its interest in this Lease or sublet any portion of the Demised Premises without the prior written consent of the Landlord to any other financial institution. A financial institution shall not be deemed to include financial operations involving check cashing and/or payroll loans. B. Tenant shall not assign or sublet any portion of the Demised Premises to any other person or entity without the prior written consent of the Landlord, which consent as to a sublease only will not be unreasonably withheld or delayed. C. If Tenant's interest in this Lease is assigned, whether or not in violation of the provisions of this Lease, the Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof are sublet to, or occupied by or used by any person other than Tenant, whether or not in violation of this Lease, the Landlord, after default by Tenant under this Lease and expiration of tenant's time, if any, to cure such default, may collect Rent from the subtenant, user or occupant. In either case, the Landlord shall apply the net amount collected to the rents reserved in this Lease, but neither any such assignment, subletting occupancy, nor use, nor any such collection or application shall be deemed a waiver of any term, covenant or condition of this Lease or the acceptance by the Landlord of such assignee, subtenant, occupancy or user as a tenant. The consent by the Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior written consent of the Landlord to any further assignment, subletting, occupancy or use. The listing of any name other than Tenants on any door of the Demised Premises, or on any directory, or on any elevator in the Building, or otherwise, shall not operate to vest in the party so name, any right or interest in this Lease in the Demised Premises or be deemed to constitute or serve as a substitute for any prior written consent of the Landlord requires under this Article, and it is understood that any such listing shall constitute a privilege extended by the Landlord which shall be revocable at either the Landlord's will by notice to Tenant. Tenant agrees to pay to the Landlord all reasonable counsel fees incurred by the Landlord in connection with any assignment of Tenant's interest in this Lease or any subletting of the Demised Premises or any part thereof. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Tenant, nor any collection of Rent by the Landlord from any person other than Tenant as provided in this Paragraph C, nor any application of any such Rent as provided in this Paragraph C shall in any circumstances relieve Tenant of Tenant's obligation to fully observe and perform the terms, covenants and condition of this Lease on Tenant's part to be observed and performed. For the purposes of this Lease, (i) a takeover agreement shall not be deemed a transfer of this Lease, (ii) any person or legal representative of Tenant to whom Tenant's interest under this Lease passes by operation of law or otherwise, shall be deemed a transfer of this Lease, and (iii) a modification, amendment or extension without the Landlord's prior written consent shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as the Landlord may request that neither Tenant nor any subtenant shall have violated the provisions herein. 23 D. No permitted or consented to assignment or subletting shall be effective or valid for any purpose whatsoever unless and until a counterpart of the assignment or a counterpart or reproduced copy of the sublease shall have been first delivered to the Landlord and in the event of any assignment, Tenant shall deliver to the Landlord a written agreement executed and acknowledged by Tenant and such assignee in recordable form wherein such assignee shall assume joint and severally with tenant the due performance of this Lease notwithstanding any other or further assignment. E. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Tenant shall, in any circumstances, relieve Tenant of its obligations to fully observe and perform the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. 24 ARTICLE 14 Non-Liability and Indemnification 14.01 Tenant agrees to defend, indemnify and hold harmless the Landlord against and from any and all loss, cost, liability, damage and expense, including but not limited to, penalties, fines, court costs, disbursements and attorney's fees incurred in connection with or arising from any cause in, on or about the premises, either present or future, including, but not limited to: (i) any failure by Tenant to observe or perform any of the obligations under this Lease; (ii) the use or occupancy or manner of use or occupancy of the Demised Premises and adjacent areas by Tenant or any person or entity claiming through or under Tenant (iii) any condition design or construction of the Demised Premises or the Building or any occurrence or happening in or on the Demised Premises from any cause; or (iv) any negligence, omission or misconduct whether prior to, during or after the Term of this Lease of Tenant or any person or entity claiming through or under Tenant or any contractor, agent, employee, invitee or licensee of Tenant in or about the Demised Premises or the Building; and (v) any maintenance, repairs, replacements, additions, alternations, substitutions and installments made by or for Tenant to the Demised Premises and the Building. In case any action or proceeding is brought against the Bank by reason of any such claim , tenant upon written notice from the Bank shall at Tenant's expense resist or defend such action or proceeding by reputable, competent counsel with respect to whom the Bank has no reasonable or just cause to request replacement. Tenant agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease. 14.02 The Landlord shall defend indemnify and hold harmless Tenant its directors, officers, employees, agents, subsidiaries and affiliates against and from all losses, liabilities, obligation, damages, penalties, claims, costs, charges and expenses, including reasonable attorney's fees, which may be imposed upon or incurred by or asserted against Tenant and/or its directors, officers and subsidiaries by reason of any action or cause occurring in the Building, the Real Property or the Demised Premises by the negligent act, omission or willful misconduct of the Landlord, its agents, employees, contractors, tenants or licensees acting on behalf of Landlord. In case any action or proceeding is brought against Tenant's by reason of any such claim, the Landlord, upon written notice from Tenant, shall at the Landlord's expense resist or defend such action or proceeding by reputable, competent counsel with respect to whom Tenant has no reasonable or just cause to request replacement. The Landlord agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease. 14.03 The Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless any of the foregoing shall be caused by or due to the gross negligence of the Landlord, its agents, servants or employees. 14.04 Tenant shall reimburse the Landlord for all expenses, damages or fines incurred or suffered by the Landlord and for which the Landlord has not been and will not be reimbursed by insurance by reason of any breach, violation or nonperformance by Tenant or its agents, servants or employees, of any covenant or provision of this Lease or by reason of damage to persons or 25 property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture or other property of or for Tenant or by reason of or arising out of the carelessness, negligence or improper conduct of Tenant or its agents, servants or employees in the use or occupancy of the Demised Premises. 14.05 Tenant shall give Landlord notice in case of fire or accident in the Demised Premises promptly after Tenant is aware of such event. 26 ARTICLE 16 Holdover 16.01. If Tenant or any approved assignee or sublessee shall continue to occupy the Demised Premises after the termination of this Lease without the prior written consent of the Landlord, Tenant, at the option of Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month to month, at a monthly Rent equal to the then fair market rent, as solely determined by a broker of the Landlord's choosing plus all charges, costs, fees, expenses, claims and damages incurred by the Landlord as a result of Tenant's failure to surrender the Demised Premises upon termination of this Lease, subject to all of the other terms and conditions of this Lease insofar as the same are applicable to a month-to-month tenancy. Tenant hereby agrees to indemnify and hold harmless the Landlord against and from any and all liabilities, obligations, damages, claims, costs, charges and expenses, including but not limited to, penalties, fines, court costs and attorney's fees incurred in connection with or arising from any cause in connection with Tenant's occupation of the Demised Premises after the Termination Date or sooner termination of this Lease, including, but not limited to, any claims made by a succeeding tenant founded on such delay. Acceptance by the Landlord of Rent after such termination shall not constitute a renewal of this Lease or a consent to such occupancy, nor shall it waive the Landlord's right to re-entry or any other right contained herein. 16.02 Tenant's obligations under this Article shall survive the termination of this Lease. 28 ARTICLE 17 Quiet Enjoyment and Subordination 17.01. The Landlord covenants that if, and so long as, Tenant pays all of the Rent due hereunder, and keeps and performs each and every term and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall lawfully, peaceably and quietly have, hold and enjoy the Demised Premises without hindrance, ejection or molestation by the Landlord or by any other person lawfully claiming the same. 17.02. This Lease is and shall be subject and subordinate to all ground or underlying leases which may now or hereafter affect the real property of which the Demised Premises form a part and to all mortgages which may now or hereafter affect such leases or such real property and to all renewals, modifications, replacements and extensions thereof. 29 ARTICLE 18 Quiet Enjoyment and Subordination 18.01. The Landlord covenants that if, and so long as, Tenant pays all of the Rent due hereunder, and keeps and performs each and every term and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall lawfully, peaceably and quietly have, hold and enjoy the Demised Premises without hindrance, ejection or molestation by the Landlord or by any other person lawfully claiming the same. 18.02. This Lease is and shall be subject and subordinate to all ground or underlying leases which may now or hereafter affect the real property of which the Demised Premises form a part and to all mortgages which may now or hereafter affect such leases or such real property and to all renewals, modifications, replacements and extensions thereof. 30 ARTICLE 19 Brokerage 19.01 Tenant represents and warrants that it neither consulted nor negotiated with any broker or finder with regard to the rental of the Demised Premises from the Landlord. Tenant agrees to indemnify and hold the Landlord harmless from any damages, costs and expenses suffered by the Landlord by reason of any breach of the foregoing representation. The Landlord shall have not liability for brokerage commissions arising out of any sublease or assignments by Tenant and Tenant shall and does hereby indemnify the Landlord and hold the Landlord harmless from any and all liabilities for brokerage commissions arising out of any such sublease or assignment. 31 ARTICLE 20 Defaults, Remedies and Right to Cure 20.01 If either party shall default in the performance of any term or condition herein contained, the other party, without thereby waiving such default, may perform the same for the account and at the expense of the defaulting party without notice in case of emergency and in any other case if such default continues after five (5) days from the period to cure as set forth below by the giving of written notice of intention so to do. Bills for any reasonable and necessary expense incurred by either party for the account of the other and reasonable and necessary bills for all costs, expenses and disbursement, including (without being limited to) reasonable counsel fees, incurred in enforcing or endeavoring to enforce any rights under or in connection with this Lease or pursuant to law are payable by the defaulting party with fifteen (15) days of notice to defaulting party and if not paid when due, the amounts thereof shall immediately become due and payable together with interest thereon at the maximum rate permitted by law from the date the said bills should have been paid in accordance with their terms. 20.02 If at any time during the Term of this Lease any or all of the following events occur such shall constitute a default and breach of this Lease by Lessee: (a) the vacating or abandonment of the Demised Premises or the cessation of Tenant's business on the Demised Premises; (b) failure of Tenant in the payment of Rent and such failure shall continue for five (5) days after notice thereof from the Landlord; (c) failure of Tenant in the observation or performance of any of the covenants, conditions or provisions under this Lease other than that described in (b) above and if such default shall continue for five (5) days after notice thereof from the Landlord, specifying in what manner Tenant has defaulted; (d) the making by Tenant of any general assignment or general assignment for the benefit of creditors, or by the filing by or against Tenant of a petition to have Tenant adjudged bankrupt (except in an involuntary petition, as long as such petition is vacated or withdrawn within ninety (90) days after filing of such), or a petition or reorganization or arrangement under any law relating to bankruptcy or the appointment of a trustee or receiver to take possession of Tenant's assets by reason of the insolvency of Tenant (except where such receiver shall be appointed in an involuntary proceeding, as long as the receiver is withdrawn within ninety (90) days of his appointment) or attachment, execution or other judicial seizure of Tenant's assets or of Tenant's interest in this Lease; then the Landlord, as applicable, shall have the following remedies: (a) to cure and add such amounts required to cure the default, including any ancillary cost thereof, including, but not limited to, attorney's fees, disbursement and court costs, to additional rent; (b) seek damages pursuant to Article 22 herein; and (c) terminate this Lease by giving ten (10) days notice to terminate if the default is continuing and Tenant has failed to cure. 32 ARTICLE 21 Re-Entry by the Landlord 21.01 If this Lease shall expire or terminate prior to the Expiration Date due to a Tenant Default or as a result of a casualty or condemnation, the Landlord or the Landlord's agents and employees may, possess or repossess the Demised Premises either by summary dispossess proceedings, ejection or by any suitable action or proceeding at law, or by agreement. The words possess or repossess as herein used are not restricted to their technical legal meaning. In the event of any termination of this Lease, other than as permitted to Tenant under this Lease or of re-entry by summary dispossess proceedings, ejection or by any suitable action or proceeding at law or by agreement or otherwise by reason of default hereunder on the part of Tenant, Tenant shall thereupon pay to the Landlord the Rent due up to the time of such termination of this Lease or of such recovery of possession of the Demised Premises by the Landlord as the case may be. 21.02 In the event of any breach by Tenant of any of the term or condition contained in this Lease, the Landlord shall be entitled to enjoin such breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise. 21.03 Each right and remedy of the Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise and the exercise or beginning of the exercise by the Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. 33 ARTICLE 22 Damages 22.01 If this Lease is terminated or if the Landlord shall re-enter the Demised Premises under the provisions of this Lease or in the event of re-entry by summary dispossess proceedings, ejection or by any suitable action or proceeding at law in each case, by reason of default hereunder on the part of Tenant, Tenant shall pay to the Landlord as damages, sums equal to the Rent (as above presumed) payable hereunder which would have been payable by Tenant had this Lease not so terminated or had the Landlord not so re-entered the Demised Premises, payable monthly but otherwise upon the terms therefore specified herein following such termination or such re-entry and until the expiration of the Term, provided, however, that the Landlord shall use its best efforts to relet the Demised Premises or any portion or portions thereof during said period at the then current fair market rental, the Landlord shall credit Tenant with the net rents received by the Landlord from such reletting, such net rents to be determined by first deducting from the gross rents and when received by the Landlord from such reletting the reasonable expenses incurred or paid by the Landlord in terminating this Lease or in re-entering the Demised Premises and in securing possession thereof, as well as the reasonable expenses of reletting, including altering and preparing the Demised Premises or any portion or portions thereof for new tenants, broker's commissions, advertising expenses, attorney's fees and all other reasonable expenses properly chargeable against the Demised Premises and the rental therefrom. If the Demised Premises or any part thereof should be relet in combination with other space then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting. 22.02 Suit or suits for the recovery of such damages, or any installments thereof, may be brought by the Landlord from time to time at its election and nothing contained herein shall be deemed to require the Landlord to postpone suit until the date that the Term would have expired if it had not been so terminated or had the Landlord not re-entered the Demised Premises. 22.03 Anything in this Lease to the contrary notwithstanding, if either party shall at any time be in default hereunder, and if the aggrieved party shall institute an action or summary proceeding against the defaulting party based upon such default, and it is reasonably prudent for the aggrieved party to contact counsel, then the defaulting party shall reimburse the aggrieved party if the aggrieved party is successful in its action for the reasonable expenses of attorney's fees and disbursements thereby incurred by the aggrieved party. 34 ARTICLE 23 Arbitration 23.01 The Landlord may at any time request arbitration and Tenant may at any time, when it is not in default in the payment of any Rent or additional rent, request arbitration if a dispute arises in connection with a provision of this Lease which is non-monetary in nature. Such dispute shall be resolved by arbitration in Stamford, Connecticut in accordance with the commercial arbitration rules of the American Arbitration Association and the provisions of this Lease by three (3) arbitrators each of whom shall have at least ten (10) years experience in the supervision, operation and management of major office or commercial buildings. 23.02 The party requesting arbitration shall do so by giving notice to that effect to the other party specifying the nature of the dispute. The cost, expenses and fees incurred by the prevailing party shall be paid by the non-prevailing party. Should there be no prevailing party, the arbitrators shall determine the apportionment of such costs, expenses and fees. The decision and award of the arbitrators shall be in writing, shall be final and conclusive on the parties and counterpart copies thereof shall be delivered to each of the parties. In rendering the decision and awards, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of arbitrators so rendered in any court of competent jurisdiction. 35 ARTICLE 25 No Other Waivers or Modifications 25.01 The Landlord and Tenant mutually covenant and agree that the failure of the Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith or acceptance of Rent after occurrence thereof, shall not waive such default but the Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized, either in law or at equity. The receipt by the Landlord of rent from any assignee, sublessee or other occupant of the Demised Premises shall not be deemed a waiver of the terms of this Lease prohibiting such assignment or subleasing or any acceptance of such assignee, sublessee or other occupant or a release of Tenant from the further observance of all terms and covenants hereof. The failure of either party to insist (in any one or more instances) upon the strict performance of any one or more of the terms or conditions of this Lease or to exercise any right, remedy or election herein contained shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. No agreement hereafter made between the Landlord and Tenant shall be effective to change, modify, waive, release, discharge, terminate or effect any abandonment of this Lease in whole or in part unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge or termination or effectuation of the abandonment is sought. 25.02 The following specific provision of this Section shall not be deemed to limit the generality of the foregoing provisions of this Article: (a) No agreement to accept a surrender of all or any part of the Demised Premises prior to the end of the Term shall be valid unless in writing in form acceptable to the Landlord. 37 ARTICLE 26 Estoppel Certificate 26.01 Tenant and Landlord agree, at any time and from time to time, during the Term, upon not less than thirty (30) days prior notice from the other, to execute, acknowledge and deliver to the other a statement in writing addressed to the other: (i) that this Lease is in full force and effect; (ii) that Tenant knows of no default hereunder on the part of the Landlord or if it has reason to believe that such a default exists, the nature thereof in reasonable detail; (iii) the amount of the Rent being paid and the last date to which Rent has been paid; (iv) that this Lease has not been modified, or if it has been modified, the terms and date of such modifications; (v) that the terms of this Lease has been commenced; (vi) the Commence and Expiration Dates; (vii) whether all work to be performed by the Landlord has been completed; (viii) whether the Renewal Term options, if any, has been exercised; (ix) whether there exist any claims or deductions from or defense to the payment of Rent; (x) stating whether or not the other has knowledge that the requesting party is in default in the performance of any term or condition contained in this Lease and if the other has knowledge of such default, specifying each such default; (xi) stating the address to which notice shall be sent; (xii) such other matters as may be reasonably requested by the requesting party. 26.02. If Tenant fails to execute and deliver to the Landlord a completed certificate as required under this Section, Tenant hereby appoints the Landlord as its attorney-in-fact to execute and deliver such certificate for and on behalf of Tenant. 38 ARTICLE 27 Landlord's Representation 27.01 As of the Commencement Date, to the knowledge of Landlord, there will be no material defects in the heating, ventilating, air conditioning, electrical, plumbing, elevator, telephone, mechanical and other building systems, exterior walls, roofs, windows and other structural elements of the premises, real property or the improvements located upon the demised premises. 27.02 Landlord has received all licenses, permits and authorizations (including, without limitation, occupancy permits) necessary to use, occupy and operate the premises for the purposes for which they are now used, occupied and operated, and such licenses, permits and authorizations are now in full force and effect and are fully transferable to the Tenant at no charge (except customary, minor filing fees or similar minor charges or costs). 39 ARTICLE 28 Recording of Lease 28.01 Tenant covenants and agrees that Tenant shall not record or permit to be recorded this Lease or any memorandum thereof without obtaining the Landlord's express prior written consent. 40 ARTICLE 29 No Other Representations, Construction, Governing Law 29.01 This Lease supersedes and revokes all previous negotiations, arrangements, letters of intent, offers to lease, lease proposals, brochures, "Representations" (meaning covenants, promises, assurances, agreements, representations, conditions, warranties, statements and understanding), and information conveyed, whether in writing, between the parties hereto or their respective representatives or any other persona purporting to represent the Landlord or Tenant. Tenant expressly acknowledges and agrees that the Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon and has not been induced to enter into this Lease by any Representations except to the extent that the same are expressly set forth in this Lease or in any other written agreement which may be made and executed between the parties concurrently with the execution and delivery of this Lease and shall expressly refer to this Lease and not such Representations not so expressly herein set forth shall be used in the interpretation or construction of this Lease and the Landlord shall have no liability for any consequences arising as a result of any such Representations not so expressly herein set forth. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. This Lease may not be changed, modified terminate or discharged, in whole or in part, nor any of its provisions waived except by a written instrument which (i) expressly refers to this Lease, and (ii) is executed by the party against whom enforcement of this change, modification, termination, discharge or waiver is sought. 29.01 If any of the provisions of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 29.02 The laws of the State of Connecticut applicable to contracts made and to be performed wholly within the State of Connecticut shall govern and control the validity, interpretation, construction, performance and enforcement of this Lease without giving effect to the principles of Conflict of Laws and shall apply to any dispute or controversies arising out of or pertaining to this Lease. 41 ARTICLE 30 Parties Bound 30.01 The obligations of this Lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned in each instance where a party name referred to. However, the obligations of the Landlord under this Lease shall not be binding upon the Landlord herein named with respect to any period subsequent to the transfer of its interest in the Building as owner thereof and in the event of such transfer said obligations shall thereafter be binding upon each transferee of the interest of the Landlord herein named as such owner or lessor of the building but only with respect to obligations arising during the period commencing with such transfer and ending with a subsequent transfer within the meaning of this Article, and such transfer by accepting such interest shall be deemed to have assumed such obligations except only as may be expressed otherwise provided elsewhere in this Lease. 30.02 Delivery of this Lease to Tenant for execution shall not constitute a reservation of or option for the Demised Premises or an offer by the Landlord to lease the Demised Premises and this Lease shall not be binding and effective until executed by both parties hereto. 42 ARTICLE 31 Authority to Enter into Lease If Tenant is a corporation, each individual executing this Lease on behalf of the corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding on the corporation in accordance with its terms. If Tenant is a partnership, each individual executing this Lease on behalf of the partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the partnership, in accordance with the partnership agreement and any statements of partnership or certificates of limited partnership of the partnership, and that this Lease is binding on the partnership in accordance with its terms. Tenant shall, within thirty (30) days of the execution of this Lease, deliver to Landlord: (a) if Tenant is a corporation, a certified copy of a resolution of the Board of Directors of the corporation; or (b) if Tenant is a partnership, a copy of the Statement of Partnership or Certificate of Limited Partnership of tenant; and (c) other evidence reasonably satisfactory to landlord authorizing or ratifying the execution of this Lease. 43 ARTICLE 32 Notices - Service of Process 32.01 Any notice, consent, approval, request, communications, bill, demand or statement provided for hereunder by either party to the other party shall be deemed to have been given upon receipt or refusal, when given writing and sent by United States mail, certified, return receipt requested or deemed to have been duly given upon receipt or refusal, if delivered personally by hand, established, reputable courier or overnight courier, addressed to such other party together with copies as shown below, which address for the Landlord shall be Warren Properties, Box 469114, Escondido, California 92046-9114, and for Tenant, shall be Union State Bank, 100 Dutch Hill Road, Orangeburg, New York 10962. Either party may at any time change the address for such notices, consents, approvals, request, copies, communications, bills, demands or statements (or copies thereof) by delivery or mailing as aforesaid to the other party a notice stating the changed address. 32.02 Whenever either party shall consist of more than one person or entity, any notice, statement, demand or other communication required or permitted and any payment to be made shall be deemed duly given or paid if addressed to or by (or in the case of payment by check to the order of) any one of such persons or entities who shall be designed from time to time as the authorized representative of such party. Such party shall promptly notify the other of the identity of such person or entity who is so to act on behalf of all persons and entities then comprising such party and of all changes in such identity. 32.03 Tenant shall give notice to the Landlord promptly after Tenant learns thereof, (i) of any accident in or about the Demised Premises or the Building, (ii) of all fires in the Demised Premises, and (iii) of all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof, for the repair of which the Landlord might be responsible or which constitutes the Landlord's property. 44 ARTICLE 33 Miscellaneous Provisions 33.01 The Article headings and captions or legends in this Lease prefixed to this Lease are inserted only as a matter of convenience or reference and are not to be given any effect whatsoever. 33.02 It is agreed and understood that any Exhibits and Schedules attached hereto form an integral part of this Lease and are hereby incorporated by reference. 33.03 The Landlord and its agents shall have the right to enter and/or pass through the Demised Premises: (a) to examine the Demised Premises and to show them to actual and prospective superior lessors, superior mortgagees or prospective purchasers, mortgagees or lessees of the Building; and (b) to make such repairs, alterations, additions and improvements in or to the Demised Premises and/or in or to the Building or its facilities and equipment as the Landlord is required or desires to make. The Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required in connection therewith without any liability to Tenant and without any reduction of Tenant's covenants and obligations hereunder. 33.04 Tenant and its employees and agents shall faithfully observe and strictly comply with the rules and regulations as may be provided by Landlord and such reasonable changes therein (whether by modification, elimination or addition) as the Landlord hereafter may make and communicate in writing to Tenant which do not unreasonably affect the conduct of the permitted use of the Demised Premises (the "Rules and Regulations"). Tenant's rights to dispute the reasonableness of any changes in the Rules and Regulations shall be deemed waived unless asserted by notice to Landlord within thirty (30) days after the date upon which the Landlord shall have given notice to Tenant of the adoption of any such changes in which case such dispute shall be determined by arbitration pursuant to Article 23. In case of any conflict or inconsistency between the provisions of this Lease and any Rules and Regulations as originally promulgated or as changed, the provisions of this Lease shall control. The Landlord shall have no duty or obligation to enforce any Rules or Regulation or any term, covenant or condition of any other lease against any other tenant or occupant of the Building, and Landlord shall have no liability to Tenant for any violation of the same by any other tenant or occupant of the Building; however, if such rules and regulations shall be enforced, such rules and regulations shall be enforced uniformly and on a nondiscriminatory basis. 45 ARTICLE 34 Renewal Terms The term of this Lease may be extended, at the option of the Tenant, for three (3) additional periods of five (5) years (referred to herein as "Renewal Terms"). The option to renew shall be exercised by Tenant by written notice to the Landlord not more than twelve (12) months nor less than six (6) months prior to the expiration of the then existing term. Each renewal term shall be on the same terms, covenants and conditions set forth in this Lease provided, however, the annual rental for each renewal term shall be at fair market value determined as follows: (a) By mutual agreement of the Landlord and Tenant; or (b) In the event Landlord and Tenant are unable to agree on fair market value as of the date of the renewal, then, in such event, Landlord and Tenant shall respectively designate one appraiser/real estate professional, each having knowledge and experience in commercial leases in the Stamford, Connecticut area. The designated representatives of the Landlord and Tenant shall jointly designate a third appraiser/real estate professional. Such third person shall provide a written opinion as to the market value based upon an analysis of the market conditions as of the date set for renewal and such person's opinion as to the annual rental shall be final and binding on both the Landlord and the Tenant The annual rental shall be increased on the first date of each renewal term in accordance with the foregoing. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. UNION STATE BANK, Tenant Landlord By:_________________________________ By:___________________________________ 46 LEASE AGREEMENT OF LEASE, made as of ___________, 2000, between 11 EAST 22ND STREET, L. L.C., (hereinafter the Landlord) having an office at Warren Properties. Box 469114, Escondido, California 92046-9114 and UNION STATE BANK, having its principal place of business located at 100 Dutch Hill Road, Orangeburg, New York 10961 (hereinafter the Tenant) ARTICLE 1 Definitions 1 1.01 The following terms shall have the meanings set forth opposite each of them: "Access" Tenant shall have unrestricted and unimpeded entry to the Demised Premises and Tenant shall have access to the Demised Premises 24 hours per day, 7 days per week. "Building": The building erected on the Real Property and located at 11 East 22nd Street, in the Borough of Manhattan, City of New York, State of New York. "Commencement Date" Such date as the Landlord shall deliver possession of the Demised Premises to Tenant and all regulatory approvals for a Banking branch have been obtained. "Demised Premises" The space(s) on the first (1st) floor of the Building consisting of 1,700 square feet and 1,600 square feet in the basement substantially as shown on the floor plan attached hereto as Exhibit "A". "Expiration Date" __________________,2005 or ending on an earlier or later date that this Lease may expire or be canceled or terminated or renewed pursuant to the terms of this Lease. "Annual Rent" The annual rent during the Initial Term shall be One Hundred Thousand ($100,000.00) Dollars. "Initial Term" A period of five (5) years beginning on the "Commencement Date." "Permitted Use" The Demised Premises shall be used for general banking operations, executive and clerical general offices 1 only and for no other purpose. "Real Property" Shall be the land upon which the building stands, the Building, and the land (and the improvements thereon, adjoining the Building) forming part of the same tax lot or lots as those of the land on which the Building stands and in which the demised premises are located. "Rent Year" The period commencing on the Commencement Date and ending with the day preceding the first anniversary of such Commencement Date. "Structural" Shall mean the parts of the Building which are integral to the structure of the Building, which includes: stairwells and towers; foundations; subflooring; column supports; load bearing walls; roofs; exterior walls above and/or below grade; fire escapes; and any building member integral to the support of the Building. "Tenant's Floor Space" The total number of rentable square feet of space in the Demised Premises is 3,300 square feet. "Renewal Term" The period beginning on the day after the first expiration date and ending at 11:59 p.m. on the Date which is five (5) years after commencement of the renewal term. 2 ARTICLE 2 Demised Premises 2.01 The Landlord hereby leases to Tenant and Tenant hereby hires from the Landlord the Demised Premises for the Term for the Rent hereinafter reserved and upon and subject to the conditions (including limitations restrictions and reservations) and covenants hereinafter provided. Each party hereto agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed. 2.02 The general location, size and layout of the Demised Premises are outlined on Exhibit "A". 2.03 Neither Landlord nor Tenant shall cause or allow any undue waste on the Demised Premises and shall comply with all applicable laws and ordinances respecting the use and occupancy of the Demised Premises relating to matters not specifically set forth in this lease. Tenant shall keep the Demised Premises free and clear of all liens and encumbrances. 2.04 It is expressly understood and agreed that the commencement of this Lease and the obligations of the Tenant hereunder are expressly subject to and conditioned upon Tenant obtaining all necessary regulatory approvals for the establishment of a full service banking branch at the location of the Demised Premises and is further subject to all of the terms and conditions set forth in a certain Asset Purchase Account Assumption Agreement by and between Tenant and La Jolla Bank dated May ,2000 which is incorporated herein by reference thereto. Tenant hereby agrees to diligently and in good faith make all required applications and take all action necessary to obtain said approvals and otherwise satisfy all terms and conditions of the Asset Purchase Account Assumption Agreement. In the event such approvals shall be denied, for any reason whatsoever or the Asset Purchase Account Assumption Agreement is terminated pursuant to the terms of said Agreement, for any reason, this Lease Agreement shall be at an end and neither party shall have any further obligation hereunder. 3 ARTICLE 3 Use 3.01 Tenant's use of the Demised Premises shall be limited to the Permitted Use. The Permitted Use of the Demised Premises for the purposes specified in Article 1 hereof shall not in any event be deemed to include and Tenant shall not suffer or permit the Demised Premises or any part thereof to be used in any manner, or do anything or suffer or permit anything to be brought into or kept therein any illegal, or ultra-hazardous activity, whether within or outside the scope of the business of Tenant or which would in any way (i) violate any laws, codes, statutes, or rules or requirements of public authorities, (ii) make void or voidable any fire or liability insurance policy in force upon the Commencement Date with respect to the Building, (iii) make unobtainable from reputable insurance companies authorized to do business in New York State at standard rates any fire insurance with extended coverage, or liability, elevator or boiler or other insurance required to be furnished by the Landlord under the terms of this Lease, (iv) discharge objectionable fumes, vapor or odors into the Building air conditioning system or into Building flues or vents not designated to receive them or otherwise in such manner as may unreasonably offend other occupants or (v) shall allow any animals or birds be brought in or kept in or about the Demised Premises or the Building, unless such animal is a "service" or "helping" animal accompanying, or in training to service a person with a "disability" as defined by the Americans with Disabilities Act of 1990 or a guide dog or hearing-aid dog. The Landlord shall not make any provisions for the supervision or care of such animals. 3.02 The Landlord hereby grants the Tenant the right to place banners, flags, balloons and similar promotional material on the exterior of the Demised Premises to advertise the opening of its Bank Office. Additionally, Landlord agrees that it will not unreasonably withhold its consent to place banners, flags, balloons and similar promotional material on the exterior of the demised premises at various time intervals for promotional purposes. 3.03 If any governmental license or permit, other than a certificate of occupancy or certificate of use, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises, or any part thereof, and if failure to secure such license or permit would in any way affect the Landlord, then Tenant, at its expense, shall duly procure and thereafter maintain such license or permit, but in no event shall failure to procure and maintain same by Tenant affect Tenant's obligations hereunder. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy the Demised Premises or do or permit anything to be done in the Demised Premises in violation of the certificate of occupancy for the Demised Premises or for the Building. 3.04 Tenant agrees to use, occupy, operate and maintain the Demised Premises throughout the term, as a dignified first-class, high quality establishment and in a manner which shall not detract from the character, appearance or dignity of the Building. Tenant shall have the right to install any exhibition, display (window or otherwise), or advertisement in or with respect to the Demised Premises or any part thereof, including any article, sign, poster or material. All window displays shall be kept neat, orderly and fresh in appearance. Tenant agrees not to (i) conduct or permit any fire, auction, going-out-of-business or bankruptcy sale in the Demised premises, (ii) engage in any unethical method of business operation, (iii) use or operate the Demised Premises as a so-called "discount house" or for "cut rate" or "discount" type of business, (iv) use or permit to be used the 4 sidewalks or other space outside the Demised Premises for the display, sale or similar undertaking or storage, (v) use or permit to be used any loudspeaker, phonograph or other sound system or advertising devise which may be heard outside the Demises Premises, or (vi) distribute or permit to be distributed handbills or other matter to customers outside the Demised Premises. Tenant, at its sole cost and expense, shall comply with and remain in compliance with all applicable laws, codes, statutes, rules or requirements of public authorities or changes in governmental policy, including, without limitation, the requirements of the Occupational, Safety and Health Act, as they apply to Tenant's use and occupancy of the Demised Premises. Tenant shall not place a load upon any floor of the Demised Premises which exceeds the floor load per square foot area which such floor was designed to carry. 3.05 Tenant acknowledges that the Landlord's damages resulting from any breach of the provisions of this Article are difficult, if not impossible, to ascertain and concedes that, among other remedies for such breach permitted by law or the provisions of this Lease, the Landlord shall be entitled to enjoin Tenant from any violation of said provisions. 5 ARTICLE 4 Rent 4.01 Whenever used in this Lease, the terms (insofar as it pertains to this Lease) "The annual rent", "minimum rent", "base rent" or "basic rent", shall mean Annual Rent; and whenever used in this Lease, the term (insofar as it pertain to this Lease) "rent", "rental", "Rent", or the plural of any of them, shall mean Annual Rent. 4.02 Tenant shall pay to the Landlord in lawful money of the United States of America, at the office of the Landlord as specified in the preamble hereof or at such other place as the Landlord may designate, the Annual Rent reserved under this Lease for each year of the Term, payable in equal monthly installments in advance and received by the first day of each and every calendar month during the Term. Tenant shall pay Rent as hereinafter defined, without notice, demand, deduction, abatement, set-off or counterclaim, at the office of the Landlord at the address indicated on the face of the Lease or at such other place or to such agent and at such place as the Landlord may designate from time to time. 4.03 The Annual Rent for each year of the Initial Term of this Lease shall be One Hundred Thousand and 00/100 ($100,000.00) Dollars payable in equal installments of Eight Thousand Three Hundred Thirty-Three and 33/100 ($8,333.33) Dollars per month commencing on the Commencement Date. 4.04 Tenant shall pay the Annual Rent promptly as and when the same shall become due and payable under this Lease. If the Commencement Date shall occur on a day other than the first day of the calendar month, the Rent shall be prorated for the period from the Commencement Date to the last day of the said calendar month and shall be due and payable on the Commencement Date. 4.05 Installments of rent shall be due and iavable on the 1st day of each and every month during the term of this Lease. If any installment of rent has not been paid within ten (10) days from the due date, Tenant agrees to pay a late fee in an amount equal to 5% of the monthly installment of rent. 6 ARTICLE 5 Repairs, Operating, Maintenance, Services and Utilities 5.01 Landlord shall maintain the Building and real property in which the Demised Premises are located and make repairs, restorations, and replacements to the Building and real property, including, without limitation, mechanical, electrical, and plumbing systems, structural roof, walls and foundations and the fixtures and appurtenances to the Demised Premises, snow and ice removal and landscaping all as and when needed to preserve them in good and safe working order and condition and regardless of whether the maintenance, repairs, restorations and replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital, and not the fault of Tenant, its agents, employees, invitees, visitors, or contractors. All repairs, restorations and replacements will be in quality and class equal to the original work or installations. If Landlord fails to maintain or to make repairs, restorations or replacements, Tenant may make them at the expense of Landlord and such expense will be paid or credited as rent to Tenant within fifteen (15) days after delivery of a statement for the expense. 5.02 Tenant shall pay directly all of the costs and expense with respect to its equipment, services and personnel for protection and security; alarm service; maintenance, repairs, replacements and improvements which are appropriate for the continued operation of the Demised Premises; rental (or depreciation) of equipment used in cleaning and maintenance; painting and decoration of the Demised Premises; fire, extended coverage, special extended coverage, owner's protective and other casualty coverage, public liability and umbrella liability and property damage, rent or rental value and plate glass insurance and any other insurance which the Tenant may deem necessary; supplies, wages, salaries, disability benefits, pensions, hospitalization, retirement plans, and group insurance and other indirect expenses respecting employees of the Tenant and the Tenant's contractors up to and including the grade of the Building. 5.03 Landlord Services and Utilities -- Landlord shall furnish to the premises water, plumbing and HVAC for the comfortable use and occupancy of the Premises and janitorial services for the common areas and shall keep lighted the common stairs, entries and restrooms in the Building at no cost to Tenant. 5.04 Tenant shall be reponsible for paying all charges in connection with electricity supplied to the Demised Premises which are sub-metered and will be billed directly to Tenant. 7 ARTICLE 6 Alterations 6.01 For the purposes of this Lease, the term "Alterations" shall include, but not be limited to any changes, work or improvements to the floors, walls and ceiling of the Demised Premises. 6.02 The Landlord's consent shall not be required for minor changes to the Demised Premises such as painting and installation of cabinets and shelves. All other renovations, additions, installations, improvement and/or alterations of any kind or nature in the Demised Premises (herein "Tenant's Changes") shall require the prior written consent of the Landlord thereto which, in the case of non-structural interior Tenant's Changes, the Landlord agrees not to unreasonably withhold, delay or defer. In granting its consent to any Tenant's Changes, the Landlord may impose such conditions (as to guarantee of completion, payment, restoration and otherwise) as the Landlord may reasonably require. The Landlord agrees to respond to Tenant's request for approval of Tenant's Changes within thirty (30) days after the Landlord's receipt of Tenant's written request for the Landlord's consent and all plans and other information reasonably required by the Landlord to evaluate Tenant's Changes. Tenant shall cause drawings and specifications to be prepared for, and shall cause to be performed, the construction of Tenant's Changes in accordance with all applicable laws, ordinances and regulations of all duly constituted authorities, including, without limitation, Title III of the Americans with Disabilities Act of 1990, all regulations issued thereunder and the Accessibility Guidelines for Buildings and Facilities issued pursuant thereto, as the same are in effect on the date hereof and may be hereafter modified, amended or supplemented. Any request by the Landlord for plans and other information required to evaluate Tenant's Changes shall not be unreasonably delayed. In no event shall the Landlord be required to consent to any Tenant's Change which would physically affect any part of the Building outside of the Demised Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At any time Tenant requests the Landlord's written consent to any Tenant's Changes, Tenant shall deliver to the Landlord detailed plans and specifications therefor. Tenant shall pay to the Landlord any out of pocket expenses incurred by the Landlord in connection with the Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by the Landlord for review or examination, an/or for supervision during performance of Tenant's Changes. The Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Tenant before commencement of any Tenant's Changes shall: 1. Obtain the necessary consents, permits, authorizations and licenses from all federal, state, city or municipal authorities having jurisdiction over such work; 2. Furnish to the Landlord a certificate or certificates of Worker's Compensation Insurance covering all persons who will perform Tenant's Changes for Tenant or any contractor, subcontractor or other person; 3. Furnish to the Landlord an original policy of public liability insurance (or certificate thereof) covering the Landlord in limits of not less than TWO MILLION ($1,000,000.00) dollars for injuries or damages to person and property, frbm a company approved by the Landlord. Such policy shall be maintained at all times during the progress of Tenant's 8 Changes and until completion thereof, and shall provide that no cancellation or material alteration shall be effective unless thirty (30) days prior written notice has been given to the Landlord. Tenant agrees to indemnify defend and save the Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York State and from and against any and all liens, bills or claims therefor or against all losses, damages, costs, expenses, suits and claims whatsoever in connection with Tenant's Changes. The cost of Tenant's Changes shall be paid for in cash or its equivalent, so that the Demises Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied. Tenant, at its expense, shall cause Tenant's Changes consented to by the Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building and so as to maintain harmonious labor relations in the Building. 6.03 Landlord hereby consents to installation of ATM machines with or without twenty-four (24) hour public access which shall be installed by Tenant, at its sole cost and expense. Tenant shall make all required applications for approvals, as necessary, from regulatory agencies having jurisdiction as well as any approvals or permits necessary from the City of New York or any municipal agency having jurisdiction over same. In connection with the foregoing, Landlord shall cooperate with Tenant and shall execute such applications as may be necessary to permit filing of the requisite applications. Tenant shall submit plans and specifications for location and design of ATM installation for Landlord's approval which approval shall not be unreasonably withheld. 9 ARTICLE 7 Electricity 7.01 Tenant agrees not to connect any electrical equipment of any type to the building's electrical distribution system which shall exceed the capacity of any of the electrical conductors and equipment in or otherwise serving the Demised Premises or the Building. Tenant hereby acknowledges and agrees that Tenant shall not install or make any alterations to wiring, installations or other electrical facilities in or about the Demised Premises without the prior written consent of the Landlord. All additional risers, feeders, wiring or other equipment required by Tenant and consented thereto by the Landlord in its sole discretion, shall be installed by the Landlord and the cost thereof be paid by Tenant. 10 ARTICLES Signs 8.01 Tenant shall have the right to place its signs in, on and about the Demised Premises, provided the same are in compliance with law, are purchased and installed at the sole cost and expense of Tenant and are removed from the premises at or prior to the Expiration Date and the surfaces and areas restored to their original condition. Tenant shall be responsible for all required applications, fees and permits. The Landlord agrees to promptly execute and provide all requested documentation requested by Tenant for use in obtaining such applications and permits. It Tenant shall cause or permit any sign or other object to be placed on or affixed to any part of the Building not within the Demised Premises without Landlord's written permission, Landlord shall have the right, in addition to any other rights or remedies, without notice or liability to Tenant, to remove and dispose of any such sign or other object and to make any repairs necessitated by such removal, all at Tenant's sole cost and expense, and Landlord's cost and expense in performing such removal and repair shall be deemed additional rent payable with the next installment of Rent due hereunder. 11 ARTICLE 9 Services; Repairs 9.01 The Tenant shall cause the Demised Premises to be cleaned; including the exterior and the interior of the windows thereof to be cleaned and shall cause there to be supplied cleaning materials therefor. 9.02 Tenant shall be responsible for the operation of and all maintenance and repairs to: (i) all specifically installed items by Tenants, including but not limited to computers, equipment, uninterrupted power service equipment, generators and antennae or satellite dishes; and (ii) all Tenant service systems contained within or servicing the Demised Premises. 9.03 Tenant will pay the appropriate suppliers for all telephone and communications services used by Tenant on the premises during the term, whether or not such services are billed directly to Tenant. Tenant will also procure, or cause to be procured, without cost to Landlord, any and all necessary permits, licenses, or other authorizations required for the lawful and proper installation and maintenance upon the premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying any such service to and upon the premises. Landlord, upon request of Tenant, and at the sole expense and liability of Tenant, will join Tenant in any application required for obtaining or continuing any such service. 9.04 The Landlord reserves the right, without any liability to Tenant except as otherwise expressly provided in this Lease, and without being in breach of any covenant of this Lease, to stop, interrupt or suspend service of any of the heating, ventilating, air conditioning, electric, sanitary, elevator or other Building systems serving the Demised Premises, or the rendition of any other services required of the Landlord under this Lease, whenever and for so long as may be necessary, by reason of accidents, emergencies, the making of repairs or changes which the Landlord is permitted by this Lease or required to by law to make or in good faith deems advisable, or by reason of unavoidable delays, which for the purpose of this Article shall mean the temporary (not more than ten (10) business days) postponement of materials or services not within the Landlord's control. Whenever possible, the Landlord shall give Tenant 24 hours notice prior to making such repairs or changes. In each instance the Landlord shall exercise due diligence to eliminate the cause of stoppage or repetitive failure of a system or service and to effect restoration or service and shall give Tenant reasonable notice, whenever possible, of the commencement and anticipated duration of such stoppage. 9.05 If, by reason of any events beyond the Landlord's or Tenant's control, the Landlord or Tenant, as the case may be, shall be unable to fulfill its obligations under this Lease or shall be unable to supply any service which said party is obligated to supply, this Lease and Tenant's obligation to pay Rent hereunder shall in no way be affected, impaired or excused provided, however, that should such failure to provide service or to perform any other obligation under the Lease prohibit or prevent Tenant's use and occupancy of the Demised Premises for a period of thirty (30) days, Tenant may, at its option, terminate this Lease. As used herein "event beyond the Landlord's or Tenant's control" shall include, without limitation: acts of public enemy; governmental emergency, rule, order, regulation or action; war; restraining of government; unavailability of materials; labor unrest, strikes or troubles, civil riots; floods; hurricanes; tornadoes; 12 earthquakes or other acts of severe weather conditions; or acts of God. 13 ARTICLE 10 Landlord and Tenant's Responsibility Regarding Hazardous Substances 10.01 Landlord represents that to its knowledge: There has been no generation, processing, distribution, use, treatment, handling, storage, discharge, disposal, release, threatened release, or emission of any Hazardous Substance on or from the Building or Real Property by any person prior to the Closing Date; and, to Landlord's knowledge, no action has been taken and Landlord has not been notified that an event or condition has occurred or exists with respect to the Building or Real Property which constitutes a violation of any Environmental Laws. Landlord heretofore has delivered to Tenant copies of all written reports, correspondence, analytical data, notices or other materials, if any, in its possession pertaining to environmental surveys or assessments of the Building or Real Property and any improvements thereon, and any violation of Environmental Laws in, on, affecting, or otherwise involving the same. (1) Hazardous Substances. The term "Hazardous Substance", as used in this Lease, shall include, without limitation: "hazardous substances" or "toxic substances" as those terms are defined by the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. Section 8601, et seq., or the Hazardous Materials Transportation Act, 49 U.S.C. Section 1802 and "hazardous wastes," as that term is defined by the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. Section 6902, et seq., all as amended to this date and as amended after this date; any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance within the meaning of any other applicable federal, state or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous substance or material, all as amended to this date or as amended after this date; flammables, explosives; radioactive materials, including any source, special nuclear, or by-product material as defined at 42 U.S.C. Section 2011, et seq., as amended to this date or as amended after this date; asbestos or substances or compounds containing asbestos; polychlorinated biphenyls (PCB's) or substances or compounds containing PCB's; chemical known to cause cancer or reproductive toxicity; pollutants; contaminants, and petroleum and petroleum products. (2) Landlord and Tenant's Restrictions. Neither Landlord nor Tenant shall cause or permit to occur: (a) Any violation of any federal, state, or local law, ordinance, or regulation now or hereafter enacted, related to environmental conditions on, under, or about the Demised Premises, or arising from Tenant's use of occupancy of the Demised Premises, including, but not limited to, soil and ground water conditions; or (b) The use, treatment, transportation, generation, release, manufacture, refining, production, processing, storage, or disposal or any Hazardous Substance on, under, or about the Demised Premises, or the transportation to or from the Demised Premises of any Hazardous Substance. (3) Environmental Clean-up. 14 (a) Landlord and Tenant will promptly notify each other, in writing, if Tenant has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, discharged, disposed of, transported, or stored on, in, under, or from the Demised Premises; and if any Hazardous Substance is found on the Demised Premises. Landlord and Tenant shall comply with all laws regulating the use, generation, storage, transportation, or disposal of Hazardous Substance, including but not limited to, the laws specified above ("Environmental Laws"). (b) Landlord and Tenant will immediately notify each other and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Demised Premises (including the common areas or real property) or compliance with Environmental Laws. Tenant will promptly cure and have dismissed with prejudice any of those actions and proceedings to the satisfaction of the Landlord. Tenant will (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises) keep the Demised Premises free of any lien imposed pursuant to any Environmental Laws. Landlord and Tenant shall make all submission to, provide all information required by, and comply with all requirements of all governmental authorities (the "Authorities") under the Environmental Laws. (c) Should any authority under the Environmental Law or any third party demand that a clean-up plan be prepared and that a clean-up be undertaken because of any deposit, spill, discharge, or other release of Hazardous Substance that occurs during the term of this Lease, in or from the Demised Premises (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises) or which arises at any time from Tenant's use or occupancy of the Demised Premises; then Tenant shall, at Tenant's own expense, prepare and submit the required plans and all related bonds and their financial assurances, and Tenant shall carry out all such clean-ups plans. (d) Tenant shall promptly provide all information regarding the use, generation, storage, transportation, or disposal of Hazardous Substance that is requested by the Landlord or any authority under the Environmental Laws. The Landlord will have the right at all reasonable times and from time to time to conduct environmental audits of the Demised Premises, and Tenant will cooperate in the conduct of those audits. The audits will be conducted by a consultant of the Landlord's choosing, and if any Hazardous Substance is detected or if a violation of any of the warrantied, representations, or covenants contained in this Article is discovered, the fees and expenses of such consultant will be borne by Tenant and will be paid as additional Rent under this Lease on demand by the Landlord. (e) If Tenant fails to comply with any of the foregoing warranties, representations, and covenants, the Landlord may cause the removal or other cleanup acceptable to the Landlord) of any Hazardous Substance from the Demised Premises. Tenant shall cooperate with the Landlord in order to prepare all documents the Landlord deems necessary or appropriate to determine the applicability of the Environmental Laws to the Demised Premises and Tenant's use thereof, and for compliance therewith, and Tenant shall execute all documents promptly upon the Landlord's request or those of any authority under the Environmental Laws. The costs of Hazardous Substance removal and any other cleanup (including transportation and storage costs) will be 15 additional Rent under this Lease, only if a court has ordered the cleanup, and those costs will become due and payable on demand by the Landlord. Tenant will give the Landlord and the Landlord's Agents access to the Demised Premises to remove or otherwise clean up any Hazardous Substance. The Landlord, however, has no affirmative obligation to remove or otherwise clean up any Hazardous Substance, and this Lease will not be construed as creating any such obligation. No such action by the Landlord and no attempt made by the Lender to mitigate damages under any laws shall constitute a waiver of any of Tenant's obligation under this Article. (f) In addition to the indemnification provisions of Article 14 hereof, Tenant shall indemnify, defend (with counsel reasonably acceptable to the Landlord and at Tenant's sole cost), and hold the Landlord, and its officers, directors, beneficiaries, shareholders, partners, subsidiaries, agents, and employees free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and fees and expenses incurred in investigating, defending, or prosecuting and litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted or awarded against the Landlord (including attorneys' fees, consultants' fees and court costs) (except to the extent due to a condition that existed prior to Tenant's use of occupancy of the Demised Premises or if due to a condition created by Landlord or other Tenants in the Building) arising out of or in any way connected with: any deposit, spill, discharge, or other release or any Hazardous Substance that occurs during the term of this Lease, at or from the Demised Premised, or which arises at any time from Tenant's use or occupancy of the Demised Premises; or any violation or claim of violation by Tenant of any Environmental Laws; or the imposition of any lien for the recovery of any costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Substance; or failure to provide all information, make all submission, and take all steps required by all authorities under the Environmental Laws and all environmental laws, or any misrepresentation, inaccuracy, or breach of any warranty, covenant, or agreement contained or referred to in this Article. This indemnification is the personal obligation of Tenant and will survive termination of this Lease. Tenant, its successors, and assigns waive, release, and agree not to make any claim or bring any cost recovery action against the Landlord under CERCLA, or any state equivalent to any similar law now existing or enacted after this date. To the extent that the Landlord is strictly liable under any such law, regulation, ordinance, or requirement, Tenant's obligation to the Landlord under this indemnity will also be without regard to fault on the part of Tenant with respect to the violation or condition that results in liability to the Landlord (except to the extent due to a condition that existed prior to Tenant's use or occupancy of the Demised Premises or if due to a condition created by Landlord or other Tenants in the Building). Notwithstanding anything herein to the contrary, the Tenant shall have 90 days from the date hereof to complete Phase I environmental assessments with respect to the demised premises. The cost and expense of the environmental assessments shall be paid by the Tenant. If the Tenant should determine pursuant to the results of such environmental assessments that (i) there has been any storage, discharge, disposal, release or emission of any Hazardous Substance in, on or from the Demised Premises and (ii) Tenant reasonably believes that it could become responsible for the remediation of such storage, discharge, disposal, release, threatened release or emission or become 16 liable for monetary damages (including without limitation any civil, criminal or administrative penalties or assessments) resulting therefrom, or if Tenant reasonably believes that such discharge, disposal, release, threatened release, emission or violation would have a material adverse effect on its ability to assign the Lease, then Tenant shall inform Landlord in writing with specificity within 90 days from the date hereof, and shall deliver to Landlord copies of all written reports, analytical data, correspondence, notices or other written material relating to or developed in connection with the environmental assessment of the property at issue. Upon receipt of notice, Landlord may, at its option and sole cost and expense, take necessary actions to correct the specific defect set forth in the notice. Upon completion of such corrective actions to the reasonable satisfaction of the Tenant, or Landlord's proving in a manner acceptable to Tenant that Tenant would not be responsible for remediation or be liable for monetary damages, including administrative, civil, or criminal penalty assessments or enforcement actions or administrative, judicial or special orders by consent (unless, in Tenant's reasonable opinion, the results of the environmental assessment would materially adversely affect the marketability, including, but not limited to, the resale or leasing of the Demised Premises, Tenant shall not be permitted to reject such Branch Office due to the results of the environmental assessment. For purposes of this Agreement "Hazardous Substance" shall mean any toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, any hazardous substances under Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 USC Section 9601(14), any pollutant or contaminant under Section 101(33) of CERCLA, 42 USC Section 9601(33), friable asbestos, polychlorinated biphenyls ("PCBs"), petroleum and petroleum products or urea formaldehyde 17 ARTICLE 11 Condemnation; Eminent Domain 11.01 In the event that the Real Property, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, the Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding, excepting Tenant's personal property hereby vested in or owned by Tenant, to be paid out as in this Article provided. Nothing in this Article shall prevent Tenant from bringing a separate action or proceeding for compensation for any of Tenant's property or moving expenses. 11.02 At any time during the Term if title to a portion greater than twenty-five (25%) percent of the Real Property, the Building and/or Demised Premises shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 11.03 However, if less than twenty-five (25%) percent of the Real Property, Building and/or Demised Premises shall be so taken, this Lease nevertheless shall continue in full force and effect, except that Landlord or Tenant may elect to terminate this Lease if that portion of the Demised Premises then occupied by Tenant shall be reduced by more than twenty-five (25%) percent, or the Demised Premises shall become untenantable, by written notice of such election to the other party given not later than thirty (30) days after (i) notice of such taking is given by the condemning authority, or (ii) the date of such taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Rent due and to become due shall be prorated and adjusted as of the date of the taking. If both parties fail to give notice upon such partial taking, and this Lease continues in force as to any part of the Demised Premises not taken, the Rent apportioned to the part taken shall be prorated and adjusted as of the date of the taking and from such date the Rent shall be reduced to the amount apportioned on the remainder of the Demised Premises, and the Tenant's Share shall be recomputed to reflect the number of square feet of Tenant's Floor Space remaining in the Demised Premises in relation to the number of square feet of Total Building Floor Space remaining in the Building. 11.04 Tenant shall not be entitled to any portion of any condemnation award or private purchase price. Tenant hereby expressly assigns to the Landlord all of its rights in and to every such award, compensation, damages, rights of action, proceeds or purchase price and agrees to execute and lend all documents required to facilitate collection thereof by the Landlord. Landlord shall be under no obligation to question the amount of any such award or compensation and may accept the same in the amount paid. Notwithstanding the foregoing provisions of this Article, Tenant shall be entitled to appear, claim, prove and receive in the proceeding relating to any taking mentioned in the preceding Sections of this Article, such portion of each award made therein as represents (a) Tenant's moving expenses, and (b) the then value of Tenant's personal property. (a) Nothing herein contained shall be deemed to excuse Tenant from repairing or 18 maintaining the Demised Premises as provided in this Lease or restoring all damage or destruction to the Demised Premises, regardless of whether or not there are proceeds available or whether any such Proceeds are sufficient in amount, and the application or release by Landlord of any Proceeds shall not cure or waive any default or notice of default under this Agreement or on validate any act done pursuant to such notice. (b) Any monies received as a condemnation award shall be paid over to Landlord to be applied at the option of Landlord for the restoration of the Improvements. (c) If at any time there shall occur a partial condemnation or partial taking, and if Landlord shall have decided in its sole discretion to permit Tenant to use any condemnation award for the restoration of the Demised Premises, then Tenant may use such proceeds to restore the Demised Premised provided that (i) the net proceeds are sufficient to restore the Demised Premises, or if such proceeds are insufficient in the opinion of Landlord on advice from its architect to restore the Demised Premises, Tenant shall have deposited with Landlord cash in an amount equal to the difference between the cost of such restoration and such proceeds, (ii) there shall exist no Event of Default, nor any event which, after notice or the passage of time would become an Event of Default, (iii) in the opinion of Landlord on advice from its architect the Demised Premises can be completely restore within 180 days from the occurrence of such partial condemnation or taking, or by the Expiration Date (as defined in the Note), whichever occurs first; and (iv) Landlord shall determine, based on advice from its architect, that the contemplated restoration of the Demised Premises shall, when completed, render the Demised Premises a complete, economically viable architectural unit of substantially the same usefulness, design and construction and fully functional for the same purposes and uses as existed prior to the condemnation. In the event such condemnation award is used to repair or restore the Demised Premises pursuant to this Section, Tenant shall obtain, at its sole cost and expense, an architect who shall submit plans to Landlord for the restoration of the Demised Premises indicating that such restoration of the Demised Premises indicating that such restoration can be completed within the period provided for herein, together with a budget itemizing the projected costs of such restoration. Said plans and budget are subject to the approval of Landlord. Tenant shall also obtain and post, at its sole cost and expense, all necessary Federal, State and local permits and approvals prior to the commencement of such restoration. Tenant agrees that condemnation awards to be used to restore the Demised Premises shall be held by Landlord and disbursed periodically: (i) on advice from Landlord's architect (who shall be employed by Landlord at Tenant's sole expense) that the work completed or materials installed conform to said budget and plans, as approved by Landlord; and (ii) upon presentment of receipted bills and releases satisfactory to Landlord. The expenses incurred by Landlord, including architects' and attorneys' fees, and all soft and hard costs in connection with such restoration, shall be paid by Tenant to the extent condemnation awards are insufficient to pay same. At no time shall Landlord be obligated to disburse any funds if the undisbursed balance is, in the opinion of Landlord based on advice from its architect, insufficient to timely complete the restoration of the Demised Premises free and clear of all liens. Tenant agrees to post such bonds, obtain such guaranteed maximum price general contract agreement and/or enter into such agreements and arrangements as Landlord may require to insure lien-free completion of such repairs or restoration by the end of the period provided herein for completion of such repairs or restoration. 19 ARTICLE 12 Insurance 12.01 Insurance Coverages. Tenant agrees to at all times, at it sole expense, provide, maintain and keep in force the following policies of insurance naming Landlord and Tenant as their interests may appear and such other parties as Landlord and Tenant may designate as additional insured, in the customary form in the Borough of Manhattan, State of New York, for premises and improvements of similar character, on premises and improvements. (a) Comprehensive public liability insurance (including coverage for elevators and escalators, if any, on the Demised Premises and, if any construction of new improvements occurs after execution of this Agreement, completed operations coverage for one year after construction of the Improvements has been completed) on an occurrence basis against claims for personal injury including, without limitation, bodily injury, death or property damage occurring on, in or about the Demised Premises and the adjoining streets, sidewalks and passageways, such insurance to afford immediate minimum protection to limits of not less than $24,000,000 or such greater amount as may be required by Landlord from time to time; (b) Worker's compensation insurance including employer's liability insurance for all employees of Tenant, if any, engaged on or with respect to the Demised Premises; (c) During the course of any demolition, construction, renovation or repair of the Building or other improvements on the Demised Premises, builder's completed value risk insurance against all risks of physical loss, including collapse and transit coverage, during construction of such improvements, with deductibles satisfactory to Landlord, in nonreporting form, in an amount acceptable to Landlord. Such policy of insurance shall contain the "permission to occupy upon completion of work or occupancy, endorsement and a waiver of coinsurance endorsement; (d) Rent loss and business interruption coverage, if applicable, either as a separate policy or as part of the casualty policy referred to in subsection (a) above; and (e) All policies of insurance relating to property required by terms of this Agreement shall contain a standard non-contributory negligence endorsement providing an agreement by the insurer that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Tenant which might otherwise result in forfeiture of such insurance and the further agreement of the insurer waiving all rights of set off, counterclaim or deductions against Tenant. 12.02 Miscellaneous Insurance Related Provisions. (a) All policies of insurance shall be issued by companies authorized to transact business in the State of New York (property liability) approved by Landlord and in amounts satisfactory to Landlord and all policies of property insurance shall have attached thereto the clause referred to in Section 12.01 above in favor of Landlord, not subject to contribution or co-insurance, all in form reasonably satisfactory to Landlord. Tenant shall furnish Landlord with a signed duplicate original policy with respect to all required insurance coverage. At least thirty (30) days 20 prior to the expiration of each such policy, Tenant shall furnish Landlord with evidence satisfactory to Landlord of the payment of premium and the reissuance of a policy continuing insurance in force as required by this Agreement. All such policies, including policies for any amounts carried in excess of the required minimum and policies not specifically required by Landlord, shall be in form satisfactory to Landlord, shall be maintained in full force and effect, shall be assigned and delivered to Landlord, with premiums prepaid, as collateral security for payment of all obligations of Tenant secured hereby, and shall contain a provision that such policies will not be canceled or amended, without at least thirty (30) days prior written notice to Landlord and at no time shall there be any reduction in the scope or limits of coverage. If the insurance, or any part thereof, shall expire, or be withdrawn, or become void or any reason, or if for any reason whatever the insurance shall be unsatisfactory to Landlord, Tenant shall immediately upon learning of such expiration or termination place new insurance on the Demised Premises, satisfactory to Landlord. (b) In the event Tenant fails to provide, maintain, keep in force or deliver and furnish the Landlord the policies of insurance required hereunder, Landlord may procure such insurance or single-interest insurance for such risks covering Landlord's interest, and Tenant will pay all premiums thereon promptly upon demand by Landlord, and until such payment is made by Tenant the amount of all such premiums, together with interest thereon at the Default Rate shall be secured by the mortgage. 12.03 The Tenant, at his own cost and expense, shall insure it own fixtures, equipment and contents, (including, without limitation, any computer or telephone system or any generators or alternators used in connection therewith installed in the Demised Premises, it being expressly understood and agreed that the same is not the responsibility of the Landlord nor shall the Landlord be liable therefor. All polices and Certificates shall name the Landlord as an additional insured and loss payee and shall expressly provide that the interest of same therein shall not be affected by any breach by, Tenant of any policy provision for which such Certificates evidence coverage. Further, all Certificates shall expressly provide that no less than thirty (30) days prior written notice shall be given to Landlord in the event of material alteration to, or cancellation of any of the coverages evidenced by such Certificates. The monetary limits and types of coverages stated herein shall not be construed as a limit of Tenant's liability. Every calendar year during the Term, Landlord shall have the right to review the insurance coverages required under this Article 12 and to require that Tenant reasonably increase the limits of Tenant's insurance coverage hereunder. If, on account of the failure of Tenant to comply with the foregoing provisions, Tenant is adjudged to be a coinsurer by its insurance carrier, then any loss or damage the Landlord shall sustain by reason thereof or payments made by Landlord's insurance carrier, shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill therefore and evidence of such loss or payment The Landlord makes no representation that the limits of liability specified to be carried by Tenant under the terms of this Lease are adequate to protect Tenant, and in the event Tenant believes 21 that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide at its own expense, such additional insurance as Tenant deems adequate 22 ARTICLE 13 Right to Assign or Sublease 13.01 Landlord and Tenant acknowledge and agree that: A. Tenant may assign its interest in this Lease or sublet any portion of the Demised Premises without the prior written consent of the Landlord to any other financial institution. A financial institution shall not be deemed to include financial operations involving check cashing and/or payroll loans. B. Tenant shall not assign or sublet any portion of the Demised Premises to any other person or entity without the prior written consent of the Landlord, which consent as to a sublease only will not be unreasonably withheld or delayed. C. If Tenant's interest in this Lease is assigned, whether or not in violation of the provisions of this Lease, the Landlord may collect Rent from the assignee. If the Demised Premises or any part thereof are sublet to, or occupied by or used by any person other than Tenant, whether or not in violation of this Lease, the Landlord, after default by Tenant under this Lease and expiration of Tenant's time, if any, to cure such default, may collect Rent from the subtenant, user or occupant. In either case, the Landlord shall apply the net amount collected to the rents reserved in this Lease, but neither any such assignment, subletting occupancy, nor use, nor any such collection or application shall be deemed a waiver of any term, covenant or condition of this Lease or the acceptance by the Landlord of such assignee, subtenant, occupancy or user as a tenant. The consent by the Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior written consent of the Landlord to any further assignment, subletting, occupancy or use. The listing of any name other than Tenants on any door of the Demised Premises, or on any directory, or on any elevator in the Building, or otherwise, shall not operate to vest in the party so name, any right or interest in this Lease in the Demised Premises or be deemed to constitute or serve as a substitute for any prior written consent of the Landlord requires under this Article, and it is understood that any such listing shall constitute a privilege extended by the Landlord which shall be revocable at either the Landlord's will by notice to Tenant. Tenant agrees to pay to the Landlord all reasonable counsel fees incurred by the Landlord in connection with any assignment of Tenant's interest in this Lease or any subletting of the Demised Premises or any part thereof. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Tenant, nor any collection of Rent by the Landlord from any person other than Tenant as provided in this Paragraph C, nor any application of any such Rent as provided in this Paragraph C shall in any circumstances relieve Tenant of Tenant's obligation to fully observe and perform the terms, covenants and condition of this Lease on Tenant's part to be observed and performed. For the purposes of this Lease, (i) a takeover agreement shall not be deemed a transfer of this Lease, (ii) any person or legal representative of Tenant to whom Tenant's interest under this Lease passes by operation of law or otherwise, shall be deemed a transfer of this Lease, and (iii) a modification, amendment or extension without the Landlord's prior written consent shall be deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any time and from time to time such information and assurances as the Landlord may request that neither Tenant nor any subtenant shall have violated the provisions herein. 23 D. No permitted or consented to assignment or subletting shall be effective or valid for any purpose whatsoever unless and until a counterpart of the assignment or a counterpart or reproduced copy of the sublease shall have been first delivered to the Landlord and in the event of any assignment, Tenant shall deliver to the Landlord a written agreement executed and acknowledged by Tenant and such assignee in recordable form wherein such assignee shall assume joint and severally with tenant the due performance of this Lease notwithstanding any other or further assignment. E. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Tenant shall, in any circumstances, relieve Tenant of its obligations to fully observe and perform the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. 24 ARTICLE 14 Non-Liability and Indemnification 14.01 Tenant agrees to defend, indemnify and hold harmless the Landlord against and from any and all loss, cost, liability, damage and expense, including but not limited to, penalties, fines, court costs, disbursements and attorney's fees incurred in connection with or arising from any cause in, on or about the premises, either present or future, including, but not limited to: (i) any failure by Tenant to observe or perform any of the obligations under this Lease; (ii) the use or occupancy or manner of use or occupancy of the Demised Premises and adjacent areas by Tenant's or any person or entity claiming through or under Tenant (iii) any condition design or construction of the Demised Premises or the Building or any occurrence or happening in or on the Demised Premises from any cause; or (iv) any negligence, omission or misconduct whether prior to, during or after the Term of this Lease of Tenant or any person or entity claiming through or under Tenant or any contractor, agent, employee, invitee or licensee of Tenant in or about the Demised Premises or the Building; and (v) any maintenance, repairs, replacements, additions, alternations, substitutions and installments made by or for Tenant to the Demised Premises and the Building. In case any action or proceeding is brought against the Bank by reason of any such claim, tenant upon written notice from the Bank shall at Tenant's expense resist or defend such action or proceeding by reputable, competent counsel with respect to whom the Bank has no reasonable or just cause to request replacement. Tenant agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease. 14.02 The Landlord shall defend indemnify and hold harmless Tenant its directors, officers, employees, agents, subsidiaries and affiliates against and from all losses, liabilities, obligation, damages, penalties, claims, costs, charges and expenses, including reasonable attorney's fees, which may be imposed upon or incurred by or asserted against Tenant and/or its directors, officers and subsidiaries by reason of any action or cause occurring in the Building, the Real Property or the Demised Premises by the negligent act, omission or willful misconduct of the Landlord, its agents, employees, contractors, tenants and/or licensees acting on behalf of Landlord. In case any action or proceeding is brought against Tenant's by reason of any such claim, the Landlord, upon written notice from Tenant, shall at the Landlord's expense resist or defend such action or proceeding by reputable, competent counsel with respect to whom Tenant has no reasonable or just cause to request replacement. The Landlord agrees that the obligation assumed herein shall survive the termination or earlier expiration of this Lease. 14.03 The Landlord or its agents shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless any of the foregoing shall be caused by or due to the gross negligence of the Landlord, its agents, servants or employees. 14.04 Tenant shall reimburse the Landlord for all expenses, damages or fines incurred or suffered by the Landlord by reason of any breach, violation or nonperformance by Tenant or its agents, servants or employees, of any covenant or provision of this Lease or by reason of damage to persons or 25 property caused by moving property of or for Tenant's in or out of the Building, or by the installation or removal of furniture or other property of or for Tenant or by reason of or arising out of the carelessness, negligence or improper conduct of Tenant or its agents, servants or employees in the use or occupancy of the Demised Premises. 14.05 Tenant shall give Landlord notice in case of fire or accident in the Demised Premises promptly after Tenant is aware of such event. 26 ARTICLE 15 Surrender of Premises 15.01 At the expiration of the Term, Tenant shall surrender and deliver up to the Landlord the Demised Premises broom-clean, together with all Alterations or improvements which are required to remain pursuant to Article 8 herein in good repair and good order and safe condition except for reasonable wear and tear and damage by fire, other casualty or the elements excepted. At or before the Expiration Date, Tenant, at its sole cost and expense, shall remove from the Demised Premises all of the Tenant's personal property and Tenant shall repair any damage to the Demised Premises or the Building resulting from any installation or removal of such. 15.02 The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation of this Lease or the termination of this Lease by the Landlord pursuant to any provision contained in this Lease shall not work a merger but, at the option of the Landlord, shall either terminate any and all existing subleases or subtenancies under this Lease or operate as an assignment of the Landlord of any or all of such subleases or subtenancies. 15.03 If the date of termination of this Lease shall fall on a Sunday or a holiday, then Tenant's obligations under Section 15.01 shall be performed on or prior to the Saturday or business day immediately preceding such Sunday or Holiday. 15.04 Any of Tenant's Property or other personal property (other than money, securities, documents or other valuables) which shall remain in the Demised Premises after the termination of this Lease shall be deemed to have been abandoned and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit, without accountability, provided, however, that notwithstanding the foregoing, Tenant will, upon request of Landlord made not later than thirty (30) days after the date of termination of this Lease, promptly remove from the Demised Premises any Tenant's Property or other personal property at Tenant's own expense. If such Tenant's property is abandoned or any part thereof shall be sold by Landlord, Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, cost of moving and storage, any arrears of Rent or additional rent and damages to which Landlord may be entitled hereunder or pursuant to law. Any excess proceeds shall be the property of Landlord. Any expense incurred by Landlord in removing or disposing of such Tenant's Property or other personal property shall be reimbursed to Landlord by Tenant on demand. 15.05 Tenant's obligations under this Article shall survive the termination of this Lease. 27 ARTICLE 16 Holdover 16.01. If Tenant or any approved assignee or sublessee shall continue to occupy the Demised Premises after the termination of this Lease without the prior written consent of the Landlord, Tenant, at the option of Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month to month, at a monthly Rent equal to the then fair market rent, as solely determined by a broker of the Landlord's choosing plus all charges, costs, fees, expenses, claims and damages incurred by the Landlord as a result of Tenant's failure to surrender the Demised Premises upon termination of this Lease, subject to all of the other terms and conditions of this Lease insofar as the same are applicable to a month-to-month tenancy. Tenant hereby agrees to indemnify and hold harmless the Landlord against and from any and all liabilities, obligations, damages, claims, costs, charges and expenses, including but not limited to, penalties, fines, court costs and attorney's fees incurred in connection with or arising from any cause in connection with Tenant's occupation of the Demised Premises after the Termination Date or sooner termination of this Lease, including, but not limited to, any claims made by a succeeding tenant founded on such delay. Acceptance by the Landlord of Rent after such termination shall not constitute a renewal of this Lease or a consent to such occupancy, nor shall it waive the Landlord's right to re-entry or any other right contained herein. 16.02 Tenant's obligations under this Article shall survive the termination of this Lease. 28 ARTICLE 17 Quiet Enjoyment and Subordination 17.01. The Landlord covenants that if, and so long as, Tenant pays all of the Rent due hereunder, and keeps and performs each and every term and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall lawfully, peaceably and quietly have, hold and enjoy the Demised Premises without hindrance, ejection or molestation by the Landlord or by any other person lawfully claiming the same. 17.02. This Lease is and shall be subject and subordinate to all ground or underlying leases which may now or hereafter affect the real property of which the Demised Premises form a part and to all mortgages which may now or hereafter affect such leases or such real property and to all renewals, modifications, replacements and extensions thereof. 29 ARTICLE 18 Brokerage 18.01 Tenant represents and warrants that it neither consulted nor negotiated with any broker or finder with regard to the rental of the Demised Premises from the Landlord. Tenant agrees to indemnify and hold the Landlord harmless from any damages, costs and expenses suffered by the Landlord by reason of any breach of the foregoing representation. The Landlord shall have not liability for brokerage commissions arising out of any sublease or assignments by Tenant and Tenant shall and does hereby indemnify the Landlord and hold the Landlord harmless from any and all liabilities for brokerage commissions arising out of any such sublease or assignment. 30 ARTICLE 19 Defaults, Remedies and Right to Cure 19.01 If either party shall default in the performance of any term or condition herein contained, the other party, without thereby waiving such default, may perform the same for the account and at the expense of the defaulting party without notice in case of emergency and in any other case if such default continues after five (5) days from the period to cure as set forth below by the giving of written notice of intention so to do. Bills for any reasonable and necessary expense incurred by either party for the account of the other and reasonable and necessary bills for all costs, expenses and disbursement, including (without being limited to) reasonable counsel fees, incurred in enforcing or endeavoring to enforce any rights under or in connection with this Lease or pursuant to law are payable by the defaulting party with fifteen (15) days of notice to defaulting party and if not paid when due, the amounts thereof shall immediately become due and payable together with interest thereon at the maximum rate permitted by law from the date the said bills should have been paid in accordance with their terms. 19.02 If at any time during the Term of this Lease any or all of the following events occur such shall constitute a default and breach of this Lease by Lessee: (a) the vacating or abandonment of the Demised Premises or the cessation of Tenant's business on the Demised Premises; (b) failure of Tenant in the payment of Rent and such failure shall continue for five (5) days after notice thereof from the Landlord; (c) failure of Tenant in the observation or performance of any of the covenants, conditions or provisions under this Lease other than that described in (b) above and if such default shall continue for five (5) days after notice thereof from the Landlord, specifying in what manner Tenant has defaulted; (d) the making by Tenant of any general assignment or general assignment for the benefit of creditors, or by the filing by or against Tenant of a petition to have Tenant adjudged bankrupt (except in an involuntary petition, as long as such petition is vacated or withdrawn within ninety (90) days after filing of such), or a petition or reorganization or arrangement under any law relating to bankruptcy or the appointment of a trustee or receiver to take possession of Tenant's assets by reason of the insolvency of Tenant (except where such receiver shall be appointed in an involuntary proceeding, as long as the receiver is withdrawn within ninety (90) days of his appointment) or attachment, execution or other judicial seizure of Tenant's assets or of Tenant's interest in this Lease; then the Landlord, as applicable, shall have the following remedies: (a) to cure and add such amounts required to cure the default, including any ancillary cost thereof, including, but not limited to, attorney's fees, disbursement and court costs, to additional rent; (b) seek damages pursuant to Article 21 herein; and (c) terminate this Lease by giving ten (10) days notice to terminate if the default is continuing and Tenant has failed to cure. 31 ARTICLE 20 Re-Entry by the Landlord 20.01 If this Lease shall expire or terminate prior to the Expiration Date due to a Tenant Default or as a result of a casualty or condemnation, the Landlord or the Landlord's agents and employees may, possess or repossess the Demised Premises either by summary dispossess proceedings, ejection or by any suitable action or proceeding at law, or by agreement. The words possess or repossess as herein used are not restricted to their technical legal meaning. In the event of any termination of this Lease, other than as permitted to Tenant under this Lease or of re-entry by summary dispossess proceedings, ejection or by any suitable action or proceeding at law or by agreement or otherwise by reason of default hereunder on the part of Tenant, Tenant shall thereupon pay to the Landlord the Rent due up to the time of such termination of this Lease or of such recovery of possession of the Demised Premises by the Landlord as the case may be. 20.02 In the event of any breach by Tenant of any of the term or condition contained in this Lease, the Landlord shall be entitled to enjoin such breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise. 20.03 Each right and remedy of the Landlord provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise and the exercise or beginning of the exercise by the Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. 32 ARTICLE 21 Damages 21.01 If this Lease is terminated or if the Landlord shall re-enter the Demised Premises under the provisions of this Lease or in the event of re-entry by summary dispossess proceedings, ejection or by any suitable action or proceeding at law in each case, by reason of default hereunder on the part of Tenant, Tenant shall pay to the Landlord as damages, sums equal to the Rent (as above presumed) payable hereunder which would have been payable by Tenant had this Lease not so terminated or had the Landlord not so re-entered the Demised Premises, payable monthly but otherwise upon the terms therefore specified herein following such termination or such re-entry and until the expiration of the Term, provided, however, that the Landlord shall use its best efforts to relet the Demised Premises or any portion or portions thereof during said period at the then current fair market rental, the Landlord shall credit Tenant with the net rents received by the Landlord from such reletting, such net rents to be determined by first deducting from the gross rents and when received by the Landlord from such reletting the reasonable expenses incurred or paid by the Landlord in terminating this Lease or in re-entering the Demised Premises and in securing possession thereof, as well as the reasonable expenses of reletting, including altering and preparing the Demised Premises or any portion or portions thereof for new tenants, broker's commissions, advertising expenses, attorney's fees and all other reasonable expenses properly chargeable against the Demised Premises and the rental therefrom. If the Demised Premises or any part thereof should be relet in combination with other space then proper apportionment shall be made of the rent received from such reletting and of the expenses of reletting. 21.02 Suit or suits for the recovery of such damages, or any installments thereof, may be brought by the Landlord from time to time at its election and nothing contained herein shall be deemed to require the Landlord to postpone suit until the date that the Term would have expired if it had not been so terminated or had the Landlord not re-entered the Demised Premises. 21.03 Anything in this Lease to the contrary notwithstanding, if either party shall at any time be in default hereunder, and if the aggrieved party shall institute an action or summary proceeding against the defaulting party based upon such default, and it is reasonably prudent for the aggrieved party to contact counsel, then the defaulting party shall reimburse the aggrieved party if the aggrieved party is successful in its action for the reasonable expenses of attorney's fees and disbursements thereby incurred by the aggrieved party. 33 ARTICLE 22 Arbitration 22.01 The Landlord may at any time request arbitration and Tenant may at any time, when it is not in default in the payment of any Rent or additional rent, request arbitration if a dispute arises in connection with a provision of this Lease which is non-monetary in nature. Such dispute shall be resolved by arbitration in New York, New York in accordance with the commercial arbitration rules of the American Arbitration Association and the provisions of this Lease by three (3) arbitrators each of whom shall have at least ten (10) years experience in the supervision, operation and management of major office or commercial buildings. 22.02 The party requesting arbitration shall do so by giving notice to that effect to the other party specifying the nature of the dispute. The cost, expenses and fees incurred by the prevailing party shall be paid by the non-prevailing party. Should there be no prevailing party, the arbitrators shall determine the apportionment of such costs, expenses and fees. The decision and award of the arbitrators shall be in writing, shall be final and conclusive on the parties and counterpart copies thereof shall be delivered to each of the parties. In rendering the decision and awards, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of arbitrators so rendered in any court of competent jurisdiction. 34 ARTICLE 23 Waivers 23.01 Waiver of Jury Trial. The Landlord and Tenant waive the right to a trial by jury in any action, counterclaim, proceeding or litigation arising out of, under or in connection with or related to the subject matter of this Lease. This waiver is knowingly, intentionally and voluntarily made by Tenant and Tenant acknowledges that neither the Landlord nor any person acting on behalf of Landlord has made any representations of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect. Tenant further acknowledges that it has been represented (or has had the opportunity to be presented) in the signing of this Lease and in the making of this waiver by independent legal counsel, selected of its own free will and that it has had the opportunity to discuss this waiver with counsel. Tenant further acknowledges that it has read and understands the meaning and ramifications of this waiver provision. 23.02 Except as specifically other may be provided under this Lease, each of the parties shall be entitled in addition to the rights and remedies provided herein to those provided by law. 35 ARTICLE 24 No Other Waivers or Modifications 24.01 The Landlord and Tenant mutually covenant and agree that the failure of the Landlord to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith or acceptance of Rent after occurrence thereof, shall not waive such default but the Landlord shall have the right to declare any such default at any time and take such action as might be lawful or authorized, either in law or at equity. The receipt by the Landlord of rent from any assignee, sublessee or other occupant of the Demised Premises shall not be deemed a waiver of the terms of this Lease prohibiting such assignment or subleasing or any acceptance of such assignee, sublessee or other occupant or a release of Tenant from the further observance of all terms and covenants hereof The failure of either party to insist (in any one or more instances) upon the strict performance of any one or more of the terms or conditions of this Lease or to exercise any right, remedy or election herein contained shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. No agreement hereafter made between the Landlord and Tenant shall be effective to change, modify, waive, release, discharge, terminate or effect any abandonment of this Lease in whole or in part unless such agreement is in writing, refers expressly to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge or termination or effectuation of the abandonment is sought. 24.02 The following specific provision of this Section shall not be deemed to limit the generality of the foregoing provisions of this Article: (a) No agreement to accept a surrender of all or any part of the Demised Premises prior to the end of the Term shall be valid unless in writing in form acceptable to the Landlord. 36 ARTICLE 25 Estoppel Certificate 25.01 Tenant and Landlord agree, at any time and from time to time, during the Term, upon not less than thirty (30) days prior notice from the other, to execute, acknowledge and deliver to the other a statement in writing addressed to the other: (i) that this Lease is in full force and effect; (ii) that Tenant knows of no default hereunder on the part of the Landlord or if it has reason to believe that such a default exists, the nature thereof in reasonable detail; (iii) the amount of the Rent being paid and the last date to which Rent has been paid; (iv) that this Lease has not been modified, or if it has been modified, the terms and date of such modifications; (v) that the terms of this Lease has been commenced; (vi) the Commence and Expiration Dates; (vii) whether all work to be performed by the Landlord has been completed; (viii) whether the Renewal Term options, if any, has been exercised; (ix) whether there exist any claims or deductions from or defense to the payment of Rent; (x) stating whether or not the other has knowledge that the requesting party is in default in the performance of any term or condition contained in this Lease and if the other has knowledge of such default, specifying each such default; (xi) stating the address to which notice shall be sent; (xii) such other matters as may be reasonably requested by the requesting party. 25.02. If Tenant fails to execute and deliver to the Landlord a completed certificate as required under this Section, Tenant hereby appoints the Landlord as its attorney-in-fact to execute and deliver such certificate for and on behalf of Tenant. 37 ARTICLE 26 Landlord's Representation 26.01 As of the Commencement Date, to the knowledge of Landlord, there will be no material defects in the heating, ventilating, air conditioning, electrical, plumbing, elevator, telephone, mechanical and other building systems, exterior walls, roofs, windows and other structural elements of the premises, real property or the improvements located upon the demised premises. 26.02 Landlord has received all licenses, permits and authorizations (including, without limitation, occupancy permits) necessary to use, occupy and operate the premises for the purposes for which they are now used, occupied and operated, and such licenses, permits and authorizations are now in full force and effect and are fully transferable to the Tenant at no charge (except customary, minor filing fees or similar minor charges or costs). 38 ARTICLE 27 Recording of Lease 27.01 Tenant covenants and agrees that Tenant shall not record or permit to be recorded this Lease or any memorandum thereof without obtaining the Landlord's express prior written consent. 39 ARTICLE 28 No Other Representations, Construction, Governing Law 28.01 This Lease supersedes and revokes all previous negotiations, arrangements, letters of intent, offers to lease, lease proposals, brochures, "Representations" (meaning covenants, promises, assurances, agreements, representations, conditions, warranties, statements and understanding), and information conveyed, whether in writing, between the parties hereto or their respective representatives or any other persona purporting to represent the Landlord or Tenant. Tenant expressly acknowledges and agrees that the Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon and has not been induced to enter into this Lease by any Representations except to the extent that the same are expressly set forth in this Lease or in any other written agreement which may be made and executed between the parties concurrently with the execution and delivery of this Lease and shall expressly refer to this Lease and not such Representations not so expressly herein set forth shall be used in the interpretation or construction of this Lease and the Landlord shall have no liability for any consequences arising as a result of any such Representations not so expressly herein set forth. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged into this Lease. This Lease may not be changed, modified terminate or discharged, in whole or in part, nor any of its provisions waived except by a written instrument which (i) expressly refers to this Lease, and (ii) is executed by the party against whom enforcement of this change, modification, termination, discharge or waiver is sought. 28.01 If any of the provisions of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 28.02 The laws of the State of New York applicable to contracts made and to be performed wholly within the State of New York shall govern and control the validity, interpretation, construction, performance and enforcement of this Lease without giving effect to the principles of Conflict of Laws and shall apply to any dispute or controversies arising out of or pertaining to this Lease. 40 ARTICLE 29 Parties Bound 29.01 The obligations of this Lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned in each instance where a party name referred to. However, the obligations of the Landlord under this Lease shall not be binding upon the Landlord herein named with respect to any period subsequent to the transfer of its interest in the Building as owner thereof and in the event of such transfer said obligations shall thereafter be binding upon each transferee of the interest of the Landlord herein named as such owner or lessor of the building but only with respect to obligations arising during the period commencing with such transfer and ending with a subsequent transfer within the meaning of this Article, and such transfer by accepting such interest shall be deemed to have assumed such obligations except only as may be expressed otherwise provided elsewhere in this Lease. 29.02 Delivery of this Lease to Tenant for execution shall not constitute a reservation of or option for the Demised Premises or an offer by the Landlord to lease the Demised Premises and this Lease shall not be binding and effective until executed by both parties hereto. 41 ARTICLE 30 Authority to Enter into Lease If Tenant is a corporation, each individual executing this Lease on behalf of the corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding on the corporation in accordance with its terms. If Tenant is a partnership, each individual executing this Lease on behalf of the partnership represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the partnership, in accordance with the partnership agreement and any statements of partnership or certificates of limited partnership of the partnership, and that this Lease is binding on the partnership in accordance with its terms. Tenant shall, within thirty (30) days of the execution of this Lease, deliver to Landlord: (a) if Tenant is a corporation, a certified copy of a resolution of the Board of Directors of the corporation; or (b) if Tenant is a partnership, a copy of the Statement of Partnership or Certificate of Limited Partnership of tenant; and (c) other evidence reasonably satisfactory to landlord authorizing or ratifying the execution of this Lease. 42 ARTICLE 31 Notices - Service of Process 31.01 Any notice, consent, approval, request, communications, bill, demand or statement provided for hereunder by either party to the other party shall be deemed to have been given upon receipt or refusal, when given writing and sent by United States mail, certified, return receipt requested or deemed to have been duly given upon receipt or refusal, if delivered personally by hand, established, reputable courier or overnight courier, addressed to such other party together with copies as shown below, which address for the Landlord shall be Warren Properties, Box 469114, Escondido, California 92046-9114 and for Tenant, shall be Union State Bank, 100 Dutch Hill Road, Orangeburg, New York 10962. Either party may at any time change the address for such notices, consents, approvals, request, copies, communications, bills, demands or statements (or copies thereof) by delivery or mailing as aforesaid to the other party a notice stating the changed address. 31.02 Whenever either party shall consist of more than one person or entity, any notice, statement, demand or other communication required or permitted and any payment to be made shall be deemed duly given or paid if addressed to or by (or in the case of payment by check to the order of) any one of such persons or entities who shall be designed from time to time as the authorized representative of such party. Such party shall promptly notify the other of the identity of such person or entity who is so to act on behalf of all persons and entities then comprising such party and of all changes in such identity. 31.03 Tenant shall give notice to the Landlord promptly after Tenant learns thereof, (i) of any accident in or about the Demised Premises or the Building, (ii) of all fires in the Demised Premises, and (iii) of all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof, for the repair of which the Landlord might be responsible or which constitutes the Landlord's property. 43 ARTICLE 32 Miscellaneous Provisions 32.01 The Article headings and captions or legends in this Lease prefixed to this Lease are inserted only as a matter of convenience or reference and are not to be given any effect whatsoever. 32.02 It is agreed and understood that any Exhibits and Schedules attached hereto form an integral part of this Lease and are hereby incorporated by reference. 32.03 The Landlord and its agents shall have the right to enter and/or pass through the Demised Premises: (a) to examine the Demised Premises and to show them to actual and prospective superior lessors, superior mortgagees or prospective purchasers, mortgagees or lessees of the Building; and (b) to make such repairs, alterations, additions and improvements in or to the Demised Premises and/or in or to the Building or its facilities and equipment as the Landlord is required or desires to make. The Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required in connection therewith without any liability to Tenant and without any reduction of Tenant's covenants and obligations hereunder. 32.04 Tenant and its employees and agents shall faithfully observe and strictly comply with the rules and regulations as may be provided by Landlord and such reasonable changes therein (whether by modification, elimination or addition) as the Landlord hereafter may make and communicate in writing to Tenant which do not unreasonably affect the conduct of the permitted use of the Demised Premises (the "Rules and Regulations"). Tenant's rights to dispute the reasonableness of any changes in the Rules and Regulations shall be deemed waived unless asserted by notice to Landlord within thirty (30) days after the date upon which the Landlord shall have given notice to Tenant of the adoption of any such changes in which case such dispute shall be determined by arbitration pursuant to Article 22. In case of any conflict or inconsistency between the provisions of this Lease and any Rules and Regulations as originally promulgated or as changed, the provisions of this Lease shall control. The Landlord shall have no duty or obligation to enforce any Rules or Regulation or any term, covenant or condition of any other lease against any other tenant or occupant of the Building, and Landlord shall have no liability to Tenant for any violation of the same by any other tenant or occupant of the Building; however, if such rules and regulations shall be enforced, such rules and regulations shall be enforced uniformly and on a nondiscriminatory basis. 44 ARTICLE 33 Renewal Terms The term of this Lease may be extended, at the option of the Tenant, for three (3) additional periods of five (5) years (referred to herein as "Renewal Terms"). The option to renew shall be exercised by Tenant by written notice to the Landlord not more than twelve (12) months nor less than six (6) months prior to the expiration of the then existing term. Each renewal term shall be on the same terms, covenants and conditions set forth in this Lease provided, however, the annual rental for each renewal term shall be at fair market value determined as follows: (a) By mutual agreement of the Landlord and Tenant; or (b) In the event Landlord and Tenant are unable to agree on fair market value as of the date of the renewal, then, in such event, Landlord and Tenant shall respectively designate one appraiser/real estate professional, each having knowledge and experience in commercial leases in the New York City area. The designated representatives of the Landlord and Tenant shall jointly designate a third appraiser/real estate professional. Such third person shall provide a written opinion as to the fair market value based upon an analysis of the market conditions as of the date set for renewal and such person's opinion as to the annual rental shall be final and binding on both the Landlord and the Tenant The annual rental shall be increased on the first date of each renewal term in accordance with the foregoing. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. UNION STATE BANK, Tenant Landlord By:__________________________________ By:_____________________________________ 45 EXHIBIT I FORM OF La Jolla Bank COUNSEL'S OPINION TO BE RENDERED BY ______________, 2000 [preliminary comments only] [subject to further comment and opinion committee review] [Buyer's Address] [Introductory Paragraphs] On the basis of the foregoing, and having regard for such legal and other considerations as we deem appropriate, as of the date hereof we are of the following opinion: (1) Seller is a savings bank duly organized and validly existing under the laws of the United States; it has the corporate power and authority to own and operate its properties and to conduct its business as a savings association in the manner in which it is presently being conducted; and Seller has the corporate power and authority to execute and deliver the Agreement and to carry out all of the transactions contemplated therein. (2) The execution and delivery of the Agreement has been duly authorized by all necessary corporate action to be taken on the part of Seller; and (assuming due execution and delivery by Buyer), the Agreement and each of such other documents and instruments are valid and binding obligations of Seller, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, laws effecting the rights of creditors of financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation and to general principles of equity, whether considered in a proceeding at law or in equity. 3) The execution, delivery and performance of the Agreement by Seller thereof do not conflict with, violate, breach or cause a default under the Charter or Bylaws of Seller. (4) Based solely on a certificate from the FDIC, the deposit accounts of Seller are federally insured to applicable limits and no action is pending or, to our actual knowledge, threatened with respect to the termination of such insurance. This opinion letter maybe governed and interpreted in accordance with the Legal Opinion Accord of the American Bar Association Section of Business Law (1991). The law covered by the opinions expressed herein may be limited to the federal laws of the United States and the law of the State of New York. 41 EXHIBIT J FORM OF BUYER'S COUNSEL'S OPINION TO BE RENDERED BY ELIAS, MATZ, TIERNAN & HERRICK _______________________,2000 [Seller's Address] [Introductory Paragraphs] On the basis of the foregoing, and having regard for such legal and other considerations as we deem appropriate, as of the date hereof we are of the following opinion: (1) Buyer is a New York State Banking Association duly organized and validly existing under the laws of the State of New York; it has the corporate power and authority to own and operate its properties and to conduct its business as a New York State Banking Association in the manner described in the Annual Report on Form 10-K of Buyer's parent holding company, U.S.B. Holding Co., Inc. (for the year ended December 31, 1999); and it has the corporate power and authority to execute and deliver the Agreement and to carry out all of the transactions contemplated therein. (2) The execution and delivery of the Agreement and each of the documents and instruments contemplated thereby have been duly authorized by all necessary corporate action to be taken on the part of Buyer; and (assuming due execution and delivery by Seller, the Agreement and each of such other documents and instruments are valid and binding obligations of Buyer, subject to bankruptcy, insolvency, reorganization moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally, laws affecting the rights of creditors of financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation and to general principles of equity, whether considered in a proceeding at law or in equity. 3) The execution, delivery and performance of the Agreement by Seller thereof do not conflict with, violate, breach or cause a default under the Charter or Bylaws of Buyer. (4) Based solely on a certificate from the FDIC, the deposit accounts of Buyer are federally insured to applicable limits and no action is pending or, to our actual knowledge, threatened with respect to the termination of such insurance. This opinion letter maybe governed and interpreted in accordance with the Legal Opinion Accord of the American Bar Association Section of Business Law (1991). The law covered by the opinions expressed herein may be limited to the federal laws of the United States and the law of the State of New York. 42