EXHIBIT 10.33
This Lease Agreement made this 19th day of January, 2006 between Mercer
Management & Development, Inc., on behalf of Vernon Holdings 101837 LLC d/b/a
Cream Ridge Mews, hereinafter referred to as "Landlord" and Yardville National
Bank, 2465 Kuser Road Hamilton, NJ 08690, hereinafter referred to as "Tenant."
DEMISED PREMISES
1) The Landlord does hereby lease to the Tenant and the Tenant does hereby rent
from the Landlord the following premises:
The Demised Premises shall consist of Suite # 3 located in the building
commonly known as Cream Ridge Mews in Plumsted, New Jersey (the
"Building"), which suite contains approximately 1,900 square feet, outside
dimensions for both to center line of common wall, together with all
improvements which have been constructed, thereon by the Landlord and/or
Tenant for the use of the Tenant, and all easements, improvements,
tenements, appurtenances, hereditaments, fixtures and rights and
privileges appurtenances thereto, and any and all fixtures and equipment
which are installed in the building by the Landlord for the use of the
Tenant in its occupancy of the Demised Premises.
"Tenant's Proportionate Share" for all lease purposes is hereby deemed to
be 14.87% based on the square footage of floors one and two of the
building, which equals 12,775 square feet.
PARKING
1A) The Tenant shall have the right to use the parking spaces serving the
Building on a non-exclusive basis, in common with Landlord and the other Tenants
thereof, and to use the access driveways for its business purposes and for those
of its agents, servants, employees or invitees. The Landlord and Tenant mutually
agree that they will not block, hinder or otherwise obstruct the access
driveways and parking areas to impede the free flow of vehicular traffic to and
from the Building.
PERMITTED USE
2) The Demised Premises are to be used and continuously occupied for a retail
bank branch and for no other purpose. Tenant agrees that such use will be in
compliance with all applicable laws, ordinances, requirements and regulation of
any governmental authority having jurisdiction. Tenant will not change the
aforementioned use without the prior written consent of Landlord, which consent
may be withheld in its reasonable discretion.
LEASE TERM
3) The Lease Term is for one (1) year. The Lease Term shall commence on December
1, 2005 (the "Commencement Date"). The Lease Term shall end one (1) year after
the Commencement Date, and will become a month-to-month tenancy thereafter until
the pad site located on the same property is constructed and the Tenant
relocates into that premises. In the event that either party elects not to
pursue the tenancy of the pad site, then the parties shall renegotiate the term
of this lease and if a term cannot be agreed
upon, then this lease shall be terminable by either party by giving written
notice at least sixty (60) days prior to the termination date.
ANNUAL BASIC RENT
4) The Tenant shall pay Annual Basic Rent which means for Year 1 the sum of
$22.00 per square foot multiplied by number of square feet in the floor area of
the premises, which shall be subject to the proration as provided in this
agreement.
The rent for each year of this lease after the first year, if applicable,
will be as follows:
MONTHLY
YEAR SQ. FT. RATE SQ. FT. RENT
- ---- ------------ ------- ---------
1 $ 22.00 $ 1,900 $3,483.33
2 $ 22.66 $3,587.83
3 $ 23.34 $3,695.47
4 $ 24.04 $3,806.33
5 $ 24.76 $3,920.52
The amounts set forth herein are for Basic Rent only, and are exclusive of
Additional Rent amounts, (as defined below), as well as any deposits, fees, late
charges or other costs which may be payable pursuant to this Lease.
ADDITIONAL RENT
5) Additional Rent assessed herein shall be based on the Tenant's Proportional
Share, as follows:
"Tenant's Building Common Area Operating Expense Proportionate Share" shall be 14.87%
"Tenant's Real Estate Tax Proportionate Share" shall be 14.87%
"Tenant's Insurance Proportionate Share" shall be 14.87%
"Tenant's Building Utilities Proportionate Share" shall be 14.87%
Except concerning Building Utilities, Tenant shall pay to Landlord as and
for Additional Rent according to the aforementioned percentages:
a) BUILDING COMMON AREA OPERATING EXPENSES. As related to the Building,
parking areas and grounds adjacent thereto, the "Common Area Operating Expenses"
shall mean all costs incurred by Landlord for the general maintenance, lighting,
trash removal, landscape and lawn maintenance, utility charges for electricity,
gas, water, sewer, and snow and ice removal and plowing.
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b) REAL ESTATE TAXES. All real estate taxes, levied or assessed against
the tax lots and improvements thereon of which the Demised Premises are a part
if improvements are in use by tenants. In the event that a tax is imposed
measured by rental payments, occupancy, use or otherwise, in lieu of taxes on
the real property, then Tenant shall pay its share of such alternative taxes.
The term "real estate taxes", as used in this Lease means real estate taxes
levied or assessed against the Building as currently built. "Real estate taxes"
also include school, sewer and water taxes, rent and charges and other
governmental impositions.
d) INSURANCE PREMIUMS. All insurance premiums on the insurance polices
maintained by Landlord insuring against loss or damage to the Building and loss
and liability arising in or about the Building.
e) UTILITIES Utilities, including electricity, gas, heat, water and
sewage, will be charged to the Tenant based on the greater of Tenant's Building
Utilities Proportionate Share of 14.87 % or actual use. Tenant shall pay this
amount monthly with its Basic rent; this amount is deemed Additional rent (See
Schedule A attached). Landlord, at its option, may require Tenant to make
utility payments directly to the supplier.
Landlord makes no representation with respect to utilities or services,
including availability or adequacy of same, and shall not be liable in the event
of any failure or interruption of any utility or service. Any and such event
shall not constitute a termination of this Lease, an actual or constructive
eviction of Tenant, or entitle Tenant to any abatement of Rent. Notwithstanding
the above, if any utilities are interrupted for a period of 180 days or more,
due to no fault of the Tenant, then the Tenant shall have the right to terminate
the lease.
f) SCHEDULE OF ESTIMATED EXPENSES. See Schedule A attached to this Lease
as an estimate of Year 1 Expenses.
PAYMENT OF ADDITIONAL RENT
6) All items of Additional Rent described above in paragraph 5) shall be due and
payable after Landlord's giving notice to the Tenant of the amount due as
Additional Rent. At the Commencement Date, and once per year thereafter, the
Landlord, at its option, may reasonably estimate the amount of all items of
Additional Rent due from the Tenant and require that of one-twelfth (1/12) be
paid with each installment of the Basic Rent. This Additional Rent amount will
be considered due and payable at the same time as each installment of the Basic
Rent. Once per year, if the Landlord determines that the amount of the
Additional Rent collected is insufficient to satisfy the items in a), b), c),
and d) of paragraph 5), then Tenant shall pay, at the next payment date, such
amounts as shall be necessary to satisfy Tenant's proportionate shares as listed
in 5). Landlord may adjust the amount of the estimated items from time to time.
In the event that the items of Additional Rent, as estimated and collected by
Landlord, exceed the actual expenses of a), b), c) and d) described in paragraph
5), then the excess will be credited against the next payments of Additional
Rents due. There will be no cash refund of payments to the Tenant for any credit
balances until the Tenant vacates the Premises.
TENANT'S INSPECTION RIGHTS
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7) Landlord shall make its books and records in connection with the above
described Building and Office Common Area Operating Expenses, Real Estate Taxes,
and Insurance Premiums available to Tenant or Tenant's representative for
inspection at reasonable times and on reasonable notice at Landlord's office for
the purpose of verifying the accuracy of charges for items of Additional Rent.
The Landlord has the right to charge Additional Rent within one year of when
costs were incurred. The Tenant's right to inspect Landlord's books and records
shall expire one year after the charges or charges in question shall have been
billed to the Tenant.
SECURITY DEPOSIT
8) Tenant shall not be required to pay a security deposit.
OPTIONS TO EXTEND TERM
9) Intentionally omitted.
LATE PAYMENT CHARGES
10) In the event any payment due hereunder is not received within ten (10) days
of its due date, the Tenant agrees to pay a late fee of One Hundred and Fifty
Dollars ($150.00).
ATTORNEY AND COLLECTION FEES
11) Tenant agrees to pay Landlord reasonable attorney fees and all costs and
expenses incurred to recover possession of the Demised Premises and to enforce
any provisions of this Lease and recover damages in connection therewith should
it be necessary that an action be filed to enforce the provisions of this Lease
only if action is filed.
DEFINITION OF RENT
12) All payment obligations of Tenant under this Lease, other than Basic Rent,
including, without limitation, Tenant's Portion of Common Area Operation
Expenses, Real Estate Taxes, Insurance Premiums, late payment charges, payments
to restore the Security Deposit, are hereby deemed "Additional Rent" whether or
not designated as such, and shall be due and payable when due. The word "Rent"
as used in this Lease, means Basic Rent and Additional Rent. Rent shall be paid
at the office of the Landlord or such other place that the Landlord may
designate in writing.
OPERATING COVENANT
13) Tenant covenants and agrees to open and operate the Demised Premises for the
uses described on the front page of this Lease under the trade name of Yardville
National Bank or YNB during the business hours of the Building and to keep the
Demised Premises and to operate the Demised Premises in that manner. Landlord
shall not restrict Tenant's hours or days of operating except that Tenant shall
be open for business Monday through Friday (except national bank holidays), with
such alternative hours as may be reasonable to conduct business. The hours of
operation shall not conflict with any applicable governmental law, rule,
regulation or order.
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Tenant, at its own cost and expense, shall obtain all licenses, permits
and approvals necessary for it to legally carry on the business described on the
front page of this Lease and shall provide Landlord with a copy thereof.
Tenant shall have the right, at Tenant's election, to terminate this
Lease, without further obligation on either party, if any governmental authority
having jurisdiction over the Demised Premises shall change the zoning
classification of the Demised Premises in such a manner that Tenant is unable to
legally carry on the business described on the front page of this Lease.
CONDUCT OF BUSINESS
14) Tenant shall conduct its business in accordance with such reasonable rules
and regulations as the Landlord may adopt. Tenant shall not permit any nuisance
to exist or continue at the Demised Premises. Tenant further agrees to comply
with all ground and underlying leases of which it has been given notice in
writing prior to the execution of this Lease, and with all governmental laws,
codes, orders and regulations affecting the Demised Premises and the use
thereof.
ENVIRONMENTAL INDEMNITY
15) Tenant shall indemnify, defend and hold the Landlord harmless from fines,
claims, losses and expenses (including reasonable legal and consultant's fees)
of every kind arising out of or in connection with the storage of, handling of,
or the occurrence of spills or discharges of hazardous substance or wastes at
the Demised Premises caused by tenant, their agents, servants, employees and or
invitees. Tenant shall furnish Landlord and the appropriate governmental
agencies with information required in connection with environmental laws and if
a cleanup must be prepared and a cleanup undertaken, resulting from Tenant's use
of the Demised Premises, Tenant shall prepare, submit and implement same and
shall grant Landlord access to the Demised Premises to supervise Tenant's
performance of such work. Tenant's liability under this paragraph shall survive
the expiration of the Lease Term. During the term of this Lease, Tenant shall
not store, manufacture, dispose of discharge, mine, generate, refine, treat,
transport or otherwise permit hazardous substances, as defined in any of the
aforementioned environmental laws, codes, rules, regulations to be present on or
about the Demised Premises. At the end of the Lease, Tenant will provide
Landlord with any environmental clearance required by any jurisdiction of the
Demised Premises. Upon presentation of this environmental clearance to Landlord,
this paragraph shall become null and void.
Landlord represents and warrants that it has never generated, stored,
handled, or disposed of any hazardous substances in or about the Demised
Premises
REMOVAL FROM PREMISES
16) If Tenant fails to comply with the obligations of paragraphs 13, 14 or 15
above, Landlord may seek Tenant's removal from the Demised Premises. Tenant
shall be liable for all Additional Rent, including costs and expenses incurred
by the Landlord in accordance with paragraph 11). The aforesaid provision is
without derogation from Landlord's and Tenant's other rights and remedies under
this Lease and under Law.
OPERATION OF COMMON AREAS
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17) Landlord shall operate and maintain the Common Areas. At the end or other
expiration of the term of this Lease, Tenant shall deliver up the Demised
Premises in good order and condition.
REPAIRS & MAINTENANCE
18) Landlord shall make all structural repairs and replacements required with
respect to the Demised Premises, including the roof of the Premises, and shall
make all repairs and replacements required with respect to the systems,
including but not limited to electrical, heating, cooling and plumbing located
on the interior portions of any wall or otherwise on the exterior portions of
the Premises, from Commencement Date. Landlord shall be under no obligation to
effect any repairs or replacements unless and until Landlord has received notice
from Tenant have the need therefor. Landlord will respond as soon as possible
when notified of emergency situations. Notwithstanding anything to the contrary
set forth in this Lease, in the event any repair or replacement to be undertaken
by Landlord pursuant to this paragraph is required or occasioned by the
negligence of Tenant, or in the event any damage is caused to the property of
which the Demised Premises is a part, as a result of the negligence of the
Tenant, then the Landlord shall have the right to make all repairs or
replacements as may be required, but at Tenant's sole cost and expense, which
amount shall be paid to Landlord, as Additional Rent, upon demand.
Tenant will maintain the Demised Premises in a clean, orderly and sanitary
condition free of insects, rodents, vermin, and other pests and at the end or
other expiration of the term hereof, shall deliver up the rented premises in
good order condition, wear and tear from reasonable use thereof, and damage by
the elements not resulting from the neglect or fault of the Tenant, excepted.
Tenant shall cause a pest control service reasonably acceptable to Landlord to
provide pest control services to the Demised Premises when required.
Tenant will maintain the Demised Premises, at its own expenses, in a
clean, orderly condition and will not permit accumulation of garbage, trash,
rubbish, and other refuse. Tenant will dispose of its own garbage in the
appropriate receptacles provided by Landlord, which costs are part of the Common
Area Expenses.
RETAIL STORE REGULATIONS
19) Tenant further agrees that:
a) It will not permit any noise or odors to emanate from the Demised Premises
(except for alarm systems which have been approved by Landlord and which are
duly registered with the Plumsted Township Police Department; Landlord shall not
unreasonably withhold its approval of these alarms);
b) It will keep all mechanical apparatus free from vibrations and noise which
may be transmitted beyond the Demised Premises;
c) It will not use the sidewalks for the sale and display of merchandise nor
permit any person to conduct business or solicitation thereon. It will not place
any merchandise
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or other articles on the sidewalk or parking area in front of or adjacent to the
Demised Premises;
d) It will keep the Demised Premises at a temperature sufficiently high to
prevent freezing of water pipes and fixtures;
e) It will not use plumbing facilities for any purpose other than that for which
they were constructed and will not permit any foreign substance therein and the
expense of repairing any breakage, stoppage, seepage or damage whether occurring
on or off the Demised Premises resulting from a violation of this provision by
Tenant or its employees, agents or customers shall be borne by Tenant. All
grease traps and other plumbing traps shall be kept clean and operable by Tenant
at Tenant's own cost and expense;
f) Tenant will not permit any lien or encumbrance to be imposed upon the land or
upon this Lease by reason of its act or omission and will promptly pay,
discharge, bond or otherwise cause to be removed any such lien or encumbrance;
g) It will comply with parking and other reasonable rules from time to time
promulgated by the Landlord affecting the Building, including employee parking
limitations and other parking lot regulations;
Landlord may modify or supplement these regulations from time to time on
ten (10) days prior notice to Tenant.
LANDLORD'S ACCESS FOR REPAIRS & TENANT'S RIGHT TO PERFORM REPAIRS
20) If Tenant fails to perform its obligations under paragraph 18 and 19 hereof,
the Landlord or its agents may enter the Demised Premises upon ten (10) days
written notice in order to perform the necessary repairs at Tenant's expense
whereupon Tenant shall reimburse Landlord for all costs incurred. The notice
required in this Paragraph shall not apply in an emergency. The aforesaid
provision is without derogation from Landlord's other rights and remedies under
this Lease and under Law.
Tenant may, after providing Landlord with prior notice and a reasonable
period of time to respond, but shall not be obligated to, perform repair
obligations on Landlord's behalf, in which Tenant may recover from Landlord or
deduct from subsequent rent payments the amounts reasonably expended by Tenant
for such repairs. The "reasonable period" mentioned shall not exceed ten (10)
days unless the necessary repair obligation cannot be completed within (10) days
and Landlord has commenced performance and is diligently pursuing completion of
its obligation.
PREMISES TO BE DELIVERED
21) Tenant accepts the Building in which the Demised Premises is located and
adjoining parking areas in such condition as exists as of the Commencement Date.
Landlord may make changes to the Demise Premises and adjoining parking areas if
required by any municipal authorities, provided these changes do not materially
or adversely affect the size and layout of the Demised Premises.
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No alterations, additions or improvements shall be made, and no climate
regulating, air conditioning, cooling, heating or fire sprinkler systems,
television or radio antennas, heavy equipment, apparatus and fixtures, shall be
installed in or attached to the leased premises, without the written consent of
the Landlord which shall not be unreasonably withheld. Unless otherwise provided
herein, all such alterations, additions or improvements and systems, if they are
unable to be removed without damaging Landlord's property, shall belong to and
become the property of the Landlord and shall be surrendered with the premises
and as part thereof upon the expiration or sooner termination of this Lease,
without hindrance, molestation or injury.
Notwithstanding the above, Landlord hereby consents to the partitions,
counters, shelves and other Tenant's improvements as exist on the Commencement
date. Tenant shall not make any changes to such installations or improvements
until it shall have received all consents and approvals from the Township of
Plumsted as may be required in connection therewith and shall have delivered a
copy thereof to Landlord. All such approvals shall be obtained at Tenant's own
sole cost and expense. Landlord reserves the right to reject such work if not
properly permitted by Plumsted Township or if improperly installed.
INDEMNIFICATION & INSURANCE
22) Tenant shall indemnify, defend, and hold Landlord, Landlord's agents, and
employees, mortgagees and ground lessors harmless from all claims, losses and
expenses arising out of or in connection with any occurrence in or about the
Demised Premises including the service areas and sidewalks contiguous thereto
and any occurrence outside of the Demised Premises, that result from the act or
omission of Tenant, its agents, employees, or contractors, or from any breach or
default in the performance of any obligation of Tenant under this Lease.
During the entire term of this Lease, Tenant shall at its own cost and
expenses, maintain liability insurance with a reputable insurance company with
minimum amounts of one million dollars combined single limit for personal
injuries and property damage. Landlord shall receive a Photostatic copy of the
insurance policy with proof of payment for it no later than December 31st of
each lease term.
All insurance policies to be maintained by Tenant shall waive all rights
of recovery against Landlord except for any grossly negligent, willful,
malicious or reckless actions by the Landlord, its agents, employees or
contractors. Tenant shall deliver to Landlord, Landlord's management company
and, if requested, Landlord's mortgagee, certificates of such insurance naming
such parties as co-insured parties. All such policies shall provide that the
same may not be terminated without thirty (30) days prior notice to Landlord,
Landlord's mortgagee and any other party that may be reasonably designated by
Landlord.
Tenant shall not violate or permit to be violated any of the conditions or
provisions of any of said policies nor the provisions of any of Landlord's
insurance policies of which it shall have notice. In the event that the premium
of any insurance policy maintained by Landlord is increased solely as a result
of the maintaining of any article or substance or any use in or about the
Demised Premises, then Tenant shall pay to Landlord, immediately upon demand, as
and for Additional Rent, the amount of any such increase.
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23) Tenant hereby releases Landlord (except for Landlord's malicious, reckless
or negligent actions) from liability for loss, damage or injury (including
business and other consequential losses) caused by steam, electricity, gas,
water, rain, ice or snow or any leak or flow from any part of the Building or
any equipment therein and from any acts or omissions of co-tenants or other
occupants of the Building and from liability for any damage to or loss of
Tenant's property from any cause whatsoever. Any right or remedy of Tenant
against Landlord shall be limited to Landlord's interest in Building and no
judgment against Landlord or any shareholder, officer, director, partner, joint
venturer or other party therefore shall be subject to enforcement of any
judgment beyond their respective interest in the land and building.
FIRE & OTHER CASUALTY
24) In case of fire or other casualty, the Tenant shall give immediate notice to
the Landlord. If during the term of this Lease, or any renewal of this Lease,
the Demised Premises subject to the Lease shall be partially destroyed by any
cause not the fault of the Tenant, the Landlord shall have a period of one
hundred eighty (180) days including when municipal construction approvals are
received to repair, rebuild, or restore the Building and Premises.
If the Landlord shall fail to repair, rebuild or restore the building and
premises within the period of one hundred eighty (180) days including when
municipal construction approvals are received, the Tenant shall have the option
to terminate this Lease by giving written notice of termination to the Landlord
within thirty (30) days of the expiration of the said one hundred eighty (180)
day period. On the giving of such notice of termination and the surrender of the
Demised Premises, the Tenant shall be relieved of all further covenants and
conditions of this Lease, including the liability for any rent, from the date of
termination, and shall be entitled to a rebate of any rent already paid for the
period following the date of termination.
If the premises be totally destroyed or so extensively and substantially
damaged as to require practically a rebuilding thereof, then the rent shall be
paid up to the time of such destruction and then and from thenceforth this Lease
shall come to an end. In no event however, shall the provisions of this clause
become effective or be applicable if the fire or other casualty and damage shall
be the result of the carelessness, negligence or improper conduct of the Tenant
or the Tenant's agents, employees, guests, licensees, invitees, subtenants,
assignees or successors. In such case, the Tenant's liability for the payment of
Rent and the performance of all covenants, conditions, and terms hereof on the
Tenant's part to be performed shall continue and the Tenant shall be liable to
the Landlord for any uncovered damage and loss suffered by the Landlord.
ASSIGNMENT
25) Tenant shall not assign, mortgage, sublet, or sublease the Demised Premises
or any part thereof without the written consent of the Landlord, which shall not
be unreasonably withheld. As a condition of any consent Landlord elects to give,
Landlord may require additional security and/or personal or other corporate
guarantors. Any such consent will not release Tenant from its liabilities
hereunder and Landlord's consent shall continue to be required for any future
assignment or sublease.
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END OF LEASE TERM
26) At the expiration of the term, whether by expiration of the original term of
this Lease or otherwise, Tenant shall quit and surrender the Demised Premises
broom clean, in good order and condition. Landlord shall have the right to
require Tenant to remove any or all alterations and improvements installed by
Tenant and repair any damage caused by installation or removal.
If, upon expiration of the term of this Lease, Tenant shall not have
removed any furniture, fixtures, equipment or other property belonging to Tenant
then Landlord, at its option, may deem the same to be abandoned and may retain
title and possession to the same or may, at Tenant's cost, cause such property
to be removed and carted to any appropriate dumping site or may take possession
of and title to these items of personal property. This obligation shall survive
the expiration of the Lease Term and surrender of the Demised Premises, and
acceptance thereof by Landlord.
HOLDING OVER
27) If Tenant holds over after a formal written termination of this Lease, then
in addition to all other remedies and without limiting Landlord's right to claim
consequential damages arising from such breach of this Lease, Tenant shall pay
Landlord Basic Rent and Additional Rent at one and one-half times the highest
monthly rate ever provided for in this Lease for the entire period in which
Tenant retains possession of the Demised Premises
DEFAULT
28) Each of the following shall constitute a "Default" by Tenant under this
Lease:
A. If Tenant fails to pay Rent or deposit Security when due, or fails to deliver
any insurance certificate or certificate of occupancy when required;
B. If Tenant (1) fails to open for business, (2) vacates the Demised Premises,
or (3) fails to continuously operate its business in the entire Demised Premises
for the Permitted Use and with Tenant's Trade Name for a period of thirty (30)
days or more;
C. If Tenant transfers, assigns, mortgages or encumbers Tenant's interest in
this Lease, or sublets or grants a right to a third party to use or occupy all
or a portion of the Demised Premises except as expressly permitted herein,
though Landlord consent to assignment cannot be unreasonably withheld;
In the event of the occurrence of a Default by Tenant, provided that
Tenant has been given written notice of the Default and has not cured within ten
(10) days following the receipt of that notice, Landlord may declare this Lease
terminated and shall have all remedies to recover possession and monetary
damages as permitted under the laws of the State of New Jersey and may avail
itself of all procedures prescribed under the laws of the State of New Jersey
for such remedies. If Tenant has commenced curing the Default within ten (10)
days, Landlord agrees to grant the Tenant an additional fourteen (14) days from
the date Tenant has commenced curing the Default to complete its cure.
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LANDLORD'S REMEDIES
29) The Landlord, in addition to any other remedies herein contained or as may
be permitted by law, may either by force or otherwise, without being liable for
prosecution therefore, or for damages, re-enter the said premises and again
possess and enjoy same; and as agent for the Tenant or otherwise, re-let the
premises and receive the rents therefore and apply the same, first to the
payment of such expenses. The Tenant shall remain liable for such Rents as may
be in arrears to the extent of the difference between the Rents reserved
hereunder and the Rents, if any, received by the Landlord during the remainder
of the unexpired term hereof, after deducting the aforementioned expenses, fees
and costs; the same to be paid as such deficiencies arise and are ascertained
each month.
BANKRUPTCY
30) Upon the occurrence of any of the defaults and contingencies set forth in
the preceding clauses, or should the Tenant be adjudicated a bankrupt, insolvent
or placed in receivership, or should proceedings be instituted by or against the
Tenant for bankruptcy, insolvency, receivership agreement of composition or
assignment for the benefit of creditors, or if this Lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings, writ
of execution, levy, sale, or by operation of law, the Landlord may, if the
Landlord so elects, at any time thereafter, terminate this Lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge of or acting as custodian of the assets or property of the
Tenant, ten (10) days notice in writing, of the Landlord's intention so to do.
Upon the giving of such notice, this Lease and the term hereof shall end on the
date fixed in such notice as if the said date was the date originally fixed in
this Lease for the expiration hereof, and the Landlord shall have the right to
remove all persons, goods, fixtures and chattels there from, by force and
otherwise, without liability for damages.
COMMON AREAS-NON-EXCLUSIVE LICENSE
31) Tenant, its employees, customers, contractors and invitees are given the
non-exclusive license to use the Common Areas, as designated by Landlord from
time to time including parking and driveway areas of the Building for parking of
cars while working at, or delivering goods to the demised Premises and for
ingress and egress to adjoining public thoroughfares in accordance with the
terms and conditions of this Lease and the reasonable rules and regulations for
the use thereof as prescribed from time to time by Landlord. This license is for
the use of such common areas in common with other tenants, their employees,
customers, contractors and invitees. If the Common Areas are diminished,
Landlord shall not be subject to liability nor shall Tenant be entitled to any
compensation or diminution or abatement of rent, nor shall such diminution of
the Common Areas be deemed a constructive or actual eviction. Notwithstanding
the above, Landlord represents to Tenant that any diminution in the common areas
referred to above will not interfere with the adequacy of parking for Tenant's
employees and customers.
LANDLORD RESERVATIONS
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32) Excepted from the demised leasehold and reserved to the Landlord are the
roof and exterior portions of the Demised Premises. Landlord also reserves the
right to enter the Demised Premises and the easement to install, maintain, use,
repair and replace pipes, ductwork, conduits, utility lines, equipment, alarms,
wires, meters, valves and the like in the Demised Premises in order to serve
other portions of the Building. Landlord agrees that all work in, or, under,
over and through the Demised Premises shall, when possible, be performed in a
manner, which does not interfere unreasonably with Tenant's business with notice
and consent.
Landlord reserves the right to rearrange the parking facilities and other
common areas; to change the number of buildings and parking spaces, and the
number, identity and type of other stores and tenancies, and the right to
construct and alter buildings and improvements in the Building from time to
time, provided that such activity does not interfere unreasonably with Tenant's
business.
QUITE ENJOYMENT
33) Landlord covenants and represents that the Landlord is the owner of the
premises herein leased and has the right and authority to enter into, execute
and deliver this lease; and does further covenant that the Tenant on paying the
rent and performing the conditions and covenants herein contained, shall and may
peaceably and quietly have, hold and enjoy the leased premises for the term
aforementioned.
INABILITY TO GIVE POSSESSION
34) If Landlord is unable to give possession of the Demised Premises or is
delayed in delivering possession, Landlord shall not be liable to Tenant except
if the delay is due to Landlord's willful default and any failure or delay shall
not affect the validity of this Lease, nor shall the Lease Term be extended by
reason thereof.
SIGNS
35) The Tenant shall not place nor allow to be placed any signs of any kind
whatsoever, upon, in or about the said premises or any part thereof, except of a
design and structure in or at such places as may be indicated and consented to
be the Landlord in writing.
Tenant shall cause said sign or signs to be installed on the facade of the
Demised Premises by a sign company designated Landlord. All signs shall be in
accordance with local ordinances and Tenant shall obtain all municipal permits
required therefore and deliver a copy thereof to Landlord. Periodic maintenance
of such signs, including cleaning and bulb replacement shall be at Tenant's sole
cost and expense. In case the Landlord or the Landlord's agents, employees or
representatives shall deem it necessary to remove any such signs in order to
paint or make any repairs, alterations or improvements in or upon the Common
Areas, the Demised Premises or any part thereof, they may be so removed, but
shall be replaced when the said repairs, alterations or improvements shall have
been completed at Landlord's cost and expense.
TENANT'S STATEMENT
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36) Within seven (7) business days request by Landlord, Tenant will deliver to
Landlord a statement, duly executed by Tenant and acknowledged by a Notary
Public, setting forth the Commencement Date of this Lease, the Termination Date,
the Rents then payable, whether or not there is any default under the terms of
this Lease and any other information which may be reasonably required by any
prospective mortgagee, underlying ground lessor and/or purchaser of the land and
Building of which the Demised Premises are a part. If Tenant fails to deliver
the statement within the said time, then Tenant hereby grants a power of
attorney to act as attorney-in-fact for Tenant to Landlord and any of such
attorney-in-fact by sole signature is authorized to prepare and execute such
Tenant's statement. Tenant shall further provide Landlord or landlord's
mortgagee or other designee with such current information regarding Tenant's
financial condition as may be reasonably requested.
FORCE MAJEURE
37) The Landlord shall not be in default or liable for failure to perform any of
its covenants of this Lease if same is caused by Act of God, strike, labor
dispute, governmental regulations or controls, unavailability of insurance
proceeds, inability to obtain materials, service or financing or due to any
other cause beyond the control of the Landlord.
NOTICES
38) All notices required under the terms of this Lease shall be deemed given
three (3) days after mailing such notices by certified or registered mail,
return receipt requested, to the address of the parties as shown at the head of
this Lease, or to such other address as may be designated in writing, which
notice of change of address shall be given in the same manner.
ENTIRE AGREEMENT
39) This Lease and any Exhibits, Schedules and Riders attached hereto and made a
part hereof, set forth the entire understanding and agreement between Landlord
and Tenant with respect to the Demised Premises and there are neither agreements
nor understandings between them except as are set forth. No amendment to this
Lease shall be binding unless in writing and signed by Landlord and Tenant.
APPLICABLE LAW
40) The laws of the State of New Jersey shall govern the validity, performance
and enforcement of this Lease.
MORTGAGE PRIORITY
41) This lease shall not be a lien against the said premises in respect to any
mortgages that may hereafter be placed upon said premises. The recording of such
mortgage or mortgages shall have preference and precedence and be superior and
prior in lien to this lease, irrespective of the date of recording and the
Tenant agrees to execute any instruments, without costs, which may be deemed
necessary or desirable, to further effect
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the subordination of this lease to may such mortgage or mortgages provided,
however, that said mortgagee agrees to execute a nondisturbance and attornment
agreement.
REAL ESTATE OR COMMISSIONS FEES
42) There are no Real Estate commission fees required in this lease agreement.
/s/ Christopher S. Vernon /s/ Patrick M. Ryan CEO
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FOR LANDLORD: MERCER MANAGEMENT FOR TENANT: YARDVILLE NATIONAL BANK
DATE: January 24, 2006
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