Exhibit 10(q)


    

      


      Exhibit
        10(q)

      AGREEMENT
        OF LEASE

      


      THIS
        AGREEMENT OF LEASE is made as of ____________, 2005, by and between
        ___________________, a _______________ with principal place of business at
        _____________________________ (“Lessor”) and DNB FIRST, NATIONAL ASSOCIATION
        (formerly known as Downingtown National Bank), with principal place of business
        at 4 Brandywine Avenue, Downingtown, PA 19335 ("Lessee").

      


      W
        I T N E
        S S E T H :

      


      1.
        Demise
        and Lease; Permitted Use. 

      


      (a)
        Lessor, for and in consideration of the payment of the rentals hereinafter
        specified, and the performance of the terms, covenants and agreements herein
        contained, hereby demises and leases unto Lessee and Lessee hereby lets from
        the
        Lessor certain
        premises comprising approximately 0.9 acres of ground, with improvements,
        known
        as Tax Map Parcel Nos. 1108004900, 1108005000 and 1108005001, situate on
        Brandywine Avenue, in the Borough of Downingtown, Chester County, Commonwealth
        of Pennsylvania (the
        “Leased Premises”).
        Lessee’s
        use of the Leased Premises is subject to the burdens of and entitles the
        Lessee
        to the benefits of, the Parking Easement Agreement among Lessee, Lessor and
        Papermill Brandywine Company, LLC, dated contemporaneously herewith, the
        form of
        which is attached hereto as Exhibit
        A,
        and
        intended to be filed of public record (the “Parking Easement
        Agreement”).

      


      (b)
        Lessee shall be authorized to use the Leased Premises for: (i) general
        administrative office use; a financial services center; loan production;
        customer meetings; a bank, and all uses necessary or incidental to the foregoing
        (including, without limitation, the sale of mutual funds, securities and
        other
        financial and insurance products), maintenance of automated teller machine(s)
        ("ATMs") to the extend permitted under other provisions of this Lease, safe
        deposit facilities and office and office related uses, (ii) commercial and
        professional office use to the extent permitted by applicable law from time
        to
        time, and (iii) subject to the prior written consent of the Lessor, which
        shall
        not be unreasonably withheld, any other lawful use permitted by applicable
        law
        from time to time at the Leased Premises (collectively, the “Permitted Uses”).
        Lessee shall have the right, in order to maintain proper security and
        maintenance for the operation of its business, to have pickups or deliveries
        made from or to the Leased Premises by carriers of cash, securities,
        instruments, records or other materials commonly transported by such carriers
        and to permit the use of such portions of the Leased Premises as shall be
        reasonably required for such purposes.

      


      2.
        Term;
        Lessee’s Early Termination Option; Renewal Options. 

      


      (a)
        Subject to Lessee’s “Early Termination Option” as provided in subsection (c) of
        this Section, this Lease shall be for a period (the “Initial Term”) beginning on
        the date of this Lease ending on December 1, 2010.

       

       

      
        
           

        

        
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      (b)
        Lessee shall have separate options to renew this Lease for three (3)
        additional,
        successive
        terms of
        five (5) years each (each,
        a
“Renewal Term”), with each Renewal Term
        commencing consecutively
        upon
        the
        expiration of the Term
        as it
        may have been previously extended
        (the
        Initial Term and any Renewal Terms are sometimes herein referred to collectively
        as the “Term.”) All of the terms and conditions applicable to the Term of this
        Lease shall also apply during each Renewal
        Term,
        except that during each Renewal
        Term,
        the
        Base Rent shall be a
        fair
        market rental taking into account all of the terms and conditions of this
        Lease,
        but in no event shall the Base Rent decrease below the amount payable during
        the
        immediately prior year. Each
        renewal
        option shall be exercisable by written notice to Lessor at least 180 days
        prior
        to the end of the then current Term,
        so
        long as Lessee is not then in Default hereunder on the notice date or at
        the
        commencement of the renewal term.
        If,
        within 15 days after Lessee’s written notice of exercise of the option, Lessee
        and Lessor shall not have agreed in writing on the amount and rate of Base
        Rent
        for the ensuing Renewal Term, the parties shall, within 30 days after Lessee’s
        written notice, submit the dispute to binding determination by two licensed
        Pennsylvania real estate appraisers each having a minimum of ten (10) years
        experience in appraising commercial real estate in Chester County, Pennsylvania,
        one to be appointed by each of the parties. If the two appraisers cannot
        agree
        on the fair market rent, they shall promptly select a third Pennsylvania
        real
        estate appraiser having a minimum of ten (10) years experience in appraising
        commercial real estate in Chester County, Pennsylvania. The appraisers shall
        submit to Lessor and Lessee, within 120 days after Lessee’s written notice (not
        less than 60 days prior to the commencement of the Renewal Term), a written
        determination as to the fair market rent for a Base Rent taking into account
        all
        of the terms and conditions of this Lease, which shall be final and binding
        on
        Lessor and Lessee. The cost of such determination shall be shared equally
        between the parties.

      


      (c)
        Notwithstanding any other provision of this Lease, Lessee shall have the
        option
        (the “Early Termination Option”) to terminate this Lease at any time during the
        Initial Term or any Renewal Term by written notice to Lessor, whereupon this
        Lease shall terminate on the date specified in Lessee’s notice, which shall be
        not less than one hundred twenty (120) days after the date of the notice,
        and
        upon such termination Lessee have no further obligations to pay rent or any
        other sum or perform any obligations beyond the termination date of this
        Lease
        (other than such as may have accrued prior to such termination or which survive
        the termination hereof), and shall vacate the Leased Premises.

      


      3.
        Rent.
        During
        the initial Term beginning on the date hereof and ending on December 1, 2010,
        Lessee shall pay to Lessor as base rent (“Base Rent”) for the Leased Premises
        the sum of $175,842.00 per year (apportioned for partial Lease years), at
        the
        place designated by Lessor in writing, in equal, consecutive monthly
        installments of $14,653.50, each such installment to be due and payable in
        advance on the first day of each calendar month during the Term. The Base
        Rent
        for any Renewal Term shall be the amount set forth in Section 2(b) hereinabove,
        and shall be payable in accordance with the terms and conditions set forth
        herein. In the event the Term shall begin or end other than on the first
        day and
        last day, respectively, of a calendar month, the rental for such partial
        month
        shall be adjusted utilizing the number of days of the Term actually contained
        in
        the calendar month during which the Term begins and ends, respectively. All
        Base
        Rent shall be paid in advance on the first day of each calendar month without
        set off or any demand therefor. 

      


      4.
        Utilities;
        Janitorial.
        Lessee
        shall pay all telephone, communication, electric, gas, heating, air conditioning
        and other utility charges in connection with the use of the Leased Premises
        during the Term. Lessee shall provide at its own expense, janitorial and
        cleaning services to the Leased Premises, including, without limitation,
        the
        removal of all trash and rubbish therefrom.

       

       

      
        
           

        

        
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      5.
        Expenses.
        Lessee
        shall pay all real estate taxes and assessments with respect to the Leased
        Premises, as well as all expenses for the maintenance and such repair of
        the
        Leased Premises as Lessee is responsible for conducting under this Lease.
        Without limiting the foregoing, Lessee shall pay or reimburse Lessor for
        Lessor’s “Percentage Share” of all “Parking Area Costs” for any “Parking Area
        Work” (as those terms are defined in Section 5 of the Parking Easement
        Agreement) that is completed during and pertains to periods during the term
        of
        this Lease.

      


      6.
        Improvements;
        Fixtures and Equipment. 

      


      (a)
        Lessee
        accepts the Leased Premises in an AS IS condition. Lessee shall, at Lessee's
        expense, perform or cause to be performed such non-structural tenant
        improvements as it may determine from time to time, without Lessor’s prior
        approval. Lessee shall obtain Lessor’s prior written approval for any structural
        or exterior improvements that Lessee proposes to make, which approval will
        not
        be unreasonably withheld. All improvements shall be performed in a good and
        workmanlike manner and shall be conditioned on receipt of all required permits
        from the governmental authorities having jurisdiction and shall be in accordance
        with the terms of such permits and in strict compliance with all applicable
        laws, ordinances, regulations, building codes and the like, as well as any
        approval of Lessor as required hereunder. In
        the
        event that Lessee proposes improvements that (i) Lessee wants the option
        to
        remove, or (ii) Lessor reasonably determines by written notice at or prior
        to
        the time of Lessor’s consent thereto are reasonably likely to reduce the rental
        value of the Leased Premises, Lessor and Lessee shall mutually agree on
        identifying such improvements in writing as “Identified Improvements.”
Upon
        termination of the tenancy created hereby, Lessee shall at Lessor’s option (to
        be exercised by written notice to Lessee not less than ninety (90) days prior
        to
        the expiration or earlier termination of this Lease), or otherwise at Lessee’s
        option, remove such Identified
        Improvements
        at
        Lessee’s sole cost and expense and repair all damages created thereby.
        Otherwise, any improvements that are not Identified Improvements, and any
        Identified Improvements as to which neither Lessor nor Lessee has exercised
        the
        option for removal, shall be left in the Leased Premises at the expiration
        or
        earlier termination of the Term and shall become the property of Lessor.
        

      


      (b)
        All
        trade
        fixtures, decorations and equipment installed in the Leased Premises shall
        be
        installed by Lessee at Lessee’s sole cost and expense. All such trade fixtures,
        decorations and equipment shall remain the sole property of Lessee. At the
        termination of the tenancy created hereby, Lessee shall have the right to
        remove
        such items from the Leased Premises, provided Lessee repairs any damage to
        the
        Leased Premises resulting from such removal. Any trade fixtures, decorations
        and
        equipment that are not removed on or prior to the expiration or earlier
        termination of this Lease shall be deemed abandoned by Lessee, and Lessor
        shall
        either keep such items, or remove them at Lessee's sole cost and
        expense.

       

      7.
        Repairs
        and Replacements.

      


      (a)
        Lessee shall, during the Term, at its cost and expense, maintain, repair
        and
        replace (if necessary) the non-structural portions of the improvements on
        the
        Leased Premises,
        the
        heating, ventilation and air-conditioning system
        and the
        sanitary, electrical, and other systems for all portions of the Leased Premises
        in at least as good condition as at the time of commencement of this
        Lease.
        The
        foregoing shall
        include
        without limitation painting, interior and exterior repairs, building maintenance
        and other service contracts. However,
        (i) Lessee shall not be obligated to make any structural repairs or to construct
        or replace any improvements, and (ii) Lessee agrees to make routine roof
        repairs, but shall not be obligated to replace the roof or parts
        thereof.

       

       

      
        
           

        

        
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      (b)
        Lessee shall make all repairs to the Leased Premises that are necessitated
        by
        Lessee’s negligence, willful misconduct or failure to comply with the terms of
        this Lease, or in the installation or removal of any of Lessee’s fixtures, signs
        or improvements. Lessee shall replace all broken glass in the Leased Premises.
        

      


      8.
        Insurance.
        Lessee
        shall, at its sole cost and expense, maintain, during the Term,
        comprehensive public liability insurance,
        and
        contractual liability insurance for personal injury, death and damage or
        destruction of property occurring upon, in or about the Leased Premises,
        consistent with the certificate of coverage attached hereto as Exhibit
        B
        and made
        part hereof (the “Insurance Requirements”) and shall maintain Lessor and its
        mortgagee as an additional insured on all such policies; provided, however,
        that
        Lessee shall have no obligation to obtain or maintain, and it shall be Lessor’s
        sole responsibility to obtain and maintain, any flood insurance for the
        improvements on the Leased Premises. Lessee shall also insure the improvements
        on the Leased Premises at Lessee’s expense during the Term at their full
        insurable value on terms consistent with the Insurance Requirements. Lessee,
        at
        its option, may obtain insurance on the value of its personal property,
        contents, furniture, fixtures, equipment or inventory maintained or located
        on
        the Leased Premises and Lessor shall have no responsibility or liability
        with
        respect to the foregoing. Lessee shall hereafter obtain and deliver to Lessor
        a
        certificate evidencing the insurance required under this Lease annually upon
        or
        immediately after the policy renewal date. Each policy of insurance shall
        contain an agreement by the insurer that it will not cancel or amend or fail
        to
        renew such policy or reduce the coverage thereunder except after thirty (30)
        days prior written notice to Lessor.

      


      9.
        Lessee's
        Covenants.
        In
        addition to Lessee’s other covenants and obligations hereunder, Lessee agrees
        during the Term and for so long as Lessee's occupancy continues:

      


      (a)
        To
        pay when due the Base Rent and additional expenses as set forth herein, to
        maintain the Leased Premises in good condition and repair, reasonable wear
        and
        tear excepted and to promptly perform all items of maintenance and repair
        which
        Lessee is obligated to perform pursuant to this Lease;

      


      (b)
        To
        permit Lessor to have access to the Leased Premises, with prior notice, during
        Lessee's normal operating hours provided
        any such entry does not interfere with Lessee’s business or operations,
        and
        in the
        event of an emergency at other times, for the purpose of inspection of the
        same
        and to assure Lessor with regard to the performance by Lessee of the terms
        and
        conditions hereof, and, during the 6 months prior to expiration of the Term,
        to
        show the Leased Premises to prospective purchasers and tenants; provided,
        however, in recognition of Lessee's security needs and obligations as a bank,
        Lessor shall not exercise any right it has to enter into any secure area
        within
        the Leased Premises or to enter the Leased Premises outside Lessee’s normal
        operating hours without Lessee’s prior consent and under reasonable security
        conditions, accompanied by an officer or authorized representative of Lessee.
        Notwithstanding the foregoing, Lessor may exercise its right to enter the
        Leased
        Premises without Lessee’s prior consent in emergency situations threatening life
        or property in which case Lessor will make reasonable attempts to contact
        Lessee
        and will contact local police prior to any such entry;

       

       

      
        
           

        

        
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      (c)
        At
        the expiration or earlier termination of the Term, promptly to yield up the
        Leased Premises and all improvements, alterations and additions thereto (unless
        required to be removed) in broom clean condition, and all fixtures and equipment
        servicing the Leased Premises; and to remove Lessee's signs, goods and effects
        and any fixtures and equipment used in the conduct of Lessee's business not
        serving the Leased Premises; and

      


      (d)
        Comply with all governmental requirements and regulations respecting Lessee's
        use and occupancy of the Leased Premises in a timely manner and be solely
        responsible for all tax levies, assessments, licenses or fines arising from
        the
        conduct of Lessee's business.

      


      10.
        Lessor's
        Covenants and Warranties.
        Lessor
        represents, warrants and covenants as follows:
        the
        accuracy of which Lessor acknowledges and agrees are conditions to this Lease
        and material inducements to Lessee to enter into this Lease:

      


      (a)
        Lessor is the sole
        owner
        of
        the Leased Premises,
        and has
        not subjected the Leased Premises to any liens, leases or other agreements
        (other than the Mortgage Loan) that will have priority over or conflict with
        this Lease after the date hereof;

      


      (b)
        The
        only
        mortgage(s) burdening the Leased Premises as of the date of this Lease is
        a
        mortgage given by Lessor, as borrower, in favor of Lessee, as lender, to
        secure
        purchase money financing provided by Lessee for Lessor’s acquisition of the
        Leased Premises (the “Mortgage Loan”);

      


      (c)
        Lessor
        has full right and power to execute and perform this Lease and to grant the
        estate demised herein; 

      


      (d)
        Lessor is not aware of any legal proceeding, claim, taking, proposed taking,
        administrative or judicial order or agreement with any third party that will
        or
        is likely to conflict with or result in a claim against the validity of this
        Lease, Lessee’s taking occupancy of the Leased Premises on the Commencement
        Date, or Lessee’s using the Leased Premises for any Permitted Uses; and

      


      (e)
        Upon
        payment of the rent and performance of all of the other terms and conditions
        to
        be performed by Lessee herein, Lessee shall be
        entitled to peaceably
        and quietly hold and enjoy the Leased Premises for the Term
        (including without limitation any applicable Renewal Term).

      


      11.
        Signage.
        Lessee
may
        erect
        any signs
        on
        or
        visible
        from
        the
        exterior of the Leased
        Premises, provided the same shall comply with applicable legal requirements
        and
        are approved by Lessor in writing (such approval not to be unreasonably
        withheld, conditioned or delayed). Subject to applicable law, Lessor agrees
        that
        Lessee may install and utilize throughout the Term the signs presently existing
        at the Leased Premises. During the Term, Lessee shall be permitted to change
        its
        signage from time to time only with the prior written consent or approval
        of
        Lessor (such consent not to be unreasonably withheld, conditioned or delayed),
        provided all modifications to the signage shall be in compliance with applicable
        laws. Lessee shall, at its sole cost and expense, remove any signage upon
        the
        expiration or earlier termination of this Lease and repair any damage caused
        by
        such removal.

       

       

      
        
           

        

        
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      12.
        Destruction
        and Damage; Application of Insurance Proceeds.
        If any
        or all of the improvements on the Leased Premises should be damaged by fire,
        flood or other casualty, this Lease shall not terminate as a result thereof,
        but
        Lessee shall retain the right to exercise its Early Termination Option. Except
        as provided in Section 2(c) hereinabove, no damage or destruction shall relieve
        Lessee from paying, nor abate in whole or part, the Base Rent and other rent
        provided under this Lease. Lessee shall only be obligated to repair or replace
        any damaged or destroyed improvements to the extent of available insurance
        proceeds (or to the extent of insurance proceeds had Lessee complied with
        the
        insurance requirements hereunder). If Lessee exercises its Early Termination
        Option after damage or destruction and before expenditure of all of the
        insurance proceeds for completion of the restoration or repair of the damaged
        or
        destroyed improvements, Lessee shall pay over to the Lessor any unexpended
        insurance proceeds to the extent required to complete reasonable restoration
        or
        repair. Notwithstanding the foregoing, the provisions of this Lease for
        application of any insurance proceeds shall at all times be subject to the
        terms
        of the Mortgage Loan. Also, notwithstanding anything to the contrary set
        forth
        in this Lease: (i) Lessor shall have no obligation to repair or replace any
        damage to the Leased Premises resulting from fire, flood or other casualty;
        and
        (ii) Lessee shall have no obligation to repair or replace any damage to the
        Leased Premises due to any casualty beyond any insurance proceeds that are
        available therefor (or that would have been available had Lessee complied
        with
        the insurance requirements hereunder).

      


      13.
        Liability.
        

      


      (a)
        Damage
        in General. Lessee
        agrees that Lessor and its members, partners, employees and agents, shall
        not be
        liable to Lessee and Lessee hereby releases said parties from any liability
        for
        any personal injury, loss of income or damage to loss of persons or property
        in
        or about the Leased Premises from any cause whatsoever unless and to the
        extent
        such damage, loss or injury results from the negligence,
        willful
        misconduct or breach of law or regulation or the terms of this Lease of or
        by
        Lessor,
        its members, partners, employees or agents. Lessor and its respective members,
        partners, employees and agents shall not be liable to Lessee for any such
        damage
        or loss, whether or not such damage or loss results from such negligence,
        to the
        extent Lessee is compensated therefor by Lessee’s insurance or should have been
        compensated by Lessee's insurance if Lessee failed to maintain the insurance
        required under Section 8 hereinabove. Further, notwithstanding anything to
        the
        contrary contained in this Lease, Lessee agrees that Lessee shall look solely
        to
        the estate and property of Lessor in the Leased Premises for the collection
        of
        any judgment (or other judicial process) requiring the payment of money by
        Lessor in the event of any default or breach by Lessor with respect to any
        of
        the terms, covenants and conditions of this Lease, to be observed or performed
        by Lessor, and no other assets or property of Lessor shall be subject to
        levy,
        execution or other procedures for the satisfaction of Lessee’s remedies;
        provided, however, that notwithstanding the foregoing provisions limiting
        Lessee’s remedies and recourse against Lessor, such provisions shall be personal
        to Lessor and shall not apply to any of Lessor’s successors or assigns, and
        shall apply only so long as Lessor remains the sole owner of the Leased
        Premises.

       

       

      
        
           

        

        
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      (b)
        Indemnity. 

      (i)
        Lessee
        shall defend, indemnify and hold harmless Lessor and its members, partners,
        agents and employees from and against all liabilities, obligations, damages,
        penalties, claims, costs, charges and expenses, including reasonable attorneys’
fees, which may be incurred by or asserted by reason of any of the following
        that shall occur during the Term:

      


      (A)
        any
        work or act done, in
        or about
        the Leased Premises or any part thereof
        at the
direction
        of Lessee, its agents, contractors, subcontractors, servants, employees,
        licensees
        or
invitees;
        

      


      (B)
        any
        negligence
        or
other
        wrongful act
        or
omission
        on the part of Lessee
        or
any
        of
        its agents, contractors, subcontractors, servants, employees, sub-tenants,
        licensees
        or
        invitees;
        

      


      (C)
        any
        accident, injury or damage to any person or property occurring in, on or
        about
        the Leased Premises or any part thereof, unless and to the extent caused
        by the
        negligence, willful misconduct or breach of law, regulation or the terms
        of this
        Lease of or by Lessor, its employees or agents;
        and/or

       

      (D)
        any
        failure on the part of Lessee to perform or comply with any of the covenants,
        agreements,
        terms,
        provisions, conditions or limitations contained
        in this
        Lease on its part to be performed or complied with.

       

      (ii)
        Lessor shall defend, indemnify and hold harmless Lessee and its affiliates,
        shareholders, directors, agents and employees from and against all liabilities,
        obligations, damages, penalties, claims, costs, charges and expenses, including
        reasonable attorneys’ fees, which may be incurred by or asserted by reason of
        any of the following which shall occur during the Term of this
        Lease:

      


      (A)
        any
        work or act done, in or about the Leased Premises or any part thereof at
        the
        direction of Lessor or any of its agents, contractors, subcontractors, servants
        or employees or any of its licensees or invitees that are not the Lessee
        or
        Lessee’s licensees or invitees; 

      


      (B)
        any
        negligence or other wrongful act or omission on the part of Lessor or any
        of its
        agents, contractors, subcontractors, servants or employees or any of its
        licensees or invitees that are not the Lessee or Lessee’s licensees or invitees;


      


      (C)
        any
        accident, injury or damage to any person or property occurring in, on or
        about
        any portion of the Leased Premises to the extent caused by the negligence,
        willful misconduct or breach of law, regulation or the terms of this Lease
        of or
        by Lessor, its employees or agents; and/or

      


      (D)
        any
        failure on the part of Lessor to perform or comply with any of the covenants,
        agreements, terms, provisions, conditions or limitations contained in this
        Lease
        on its part to be performed or complied with. 

       

       

      
        
           

        

        
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      (c)
        Survival.
        The
        provisions of this Section shall survive termination and any other expiration
        of
        this Agreement.

      


      14.
        Assignment
        and Subletting.  

      


      (a)
        Lessee may at any time, and from time to time, assign its interest in this
        Lease, or sublease, or permit the occupancy of, all or any part
        of the
        Leased Premises without Lessor's
        consent to any successor in interest of Lessee or to any present or future
        parent, affiliated or subsidiary corporation or other entity, whether arising
        pursuant to a sale of stock, sale of assets, merger, consolidation or otherwise,
        or in the ordinary course of business as required to facilitate any joint
        marketing of banking or other financial products or services (the aforesaid
        permitted assignees, sublessees, and licensees are hereinafter collectively
        referred to as the ''Related Parties"), provided that: (i) any such transfer
        shall be subject to the terms and conditions of this Lease; (ii) the original
        Lessee named hereunder shall remain fully liable for all of the terms and
        conditions of this Lease; (iii) if Lessee proposes to assign its rights under
        this Lease to someone other than by operation of law, the Lessee and all
        parties
        (if any) guarantying the terms and conditions of this Lease shall have a
        combined tangible net worth (not including goodwill) equal to or greater
        than
        the tangible net worth (not including goodwill) of the original Lessee named
        hereunder as of the commencement of the Term or immediately prior to such
        transfer (whichever is greater); and (iv) the term of any rights of any Related
        Parties shall not exceed the then remaining Term (including any Renewal Term)
        of
        this Lease. Lessee agrees to promptly notify Lessor in writing of any such
        assignment or subletting and provide evidence to Lessor of such transfer
        and
        that Lessee has complied with the terms and conditions set forth
        herein.

      


      (b)
        Except for subleases, licenses and assignments to Related Parties, as permitted
        above, Lessee agrees not to assign, mortgage or otherwise transfer its interest
        in this Lease or in the Leased Premises or to sublease all or any part of
        the
        Leased Premises to any third party without first obtaining Lessor's written
        consent. The parties agree that it would be unreasonable for Lessor to withhold
        its consent to a sublease or assignment unless (i) Lessor reasonably believes
        that the use of the Leased Premises may not continue to comply with the terms
        and conditions of this Lease, or (ii) the proposed assignee’s financial
        condition and/or business experience are not reasonably acceptable to Lessor,
        or
        (iii) Lessee is then in default under this Lease beyond applicable cure
        periods.

       

      15.
        Default;
        Remedies. 

      


      (a)
        Lessee's
        Default.
        Lessee
        will be in "Default" if (i) Lessee fails to pay Base Rent, additional expenses
        or any other amount owning hereunder when due, and
        such
        failure continues for ten (10) days after written notice to Lessee of such
        failure;
        (ii)
        Lessee fails to perform any other material covenant or agreement contained
        in
        this Lease within thirty
        (30)
        days
        after written notice of the failure from Lessor; provided,
        however if the failure is of such a nature that it cannot be cured within
        said
        thirty (30) day period, Lessee will not be deemed in default provided Lessee
        commences to cure the default within said thirty (30) day period and thereafter
        continuously prosecutes such cure to completion; and/or
        (iii) Lessee vacates or abandons the Leased Premises or removes or manifests
        an
        intention to remove Lessee’s goods and property from the Leased Premises other
        than in the ordinary course of its business; and/or (iv)
        Lessee
        is adjudicated a bankrupt in a proceeding initiated by or against it or a
        receiver for Lessee or for all or a substantial part of its property is
        appointed, or a court order is entered approving a petition seeking
        reorganization or an arrangement under the Bankruptcy Code, and any such
        adjudication, appointment or order is not vacated, set aside or otherwise
        terminated or stayed within sixty (60) days from the date of its entry.


       

       

      
        
           

        

        
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      (b)
        Remedies.
        Upon the
        occurrence of a Default, Lessor may, at any time thereafter and in addition
        to
        all other available legal or equitable rights and remedies, do any one or
        more
        of the following (but
        nothing in this Lease or the following provisions shall relieve Lessor of
        any
        obligation to mitigate damages Lessor may have under applicable
        law);
        provided, however, in no event shall Lessor be required to (i) accept a below
        market rental rate for the Leased Premises; (ii) accept any tenant whose
        creditworthiness is unsatisfactory to Lessor in its sole discretion; or (iii)
        accept any tenant whose business violates any exclusives or restrictions
        imposed
        upon the Leased Premises)
        (Lessee
        shall also pay to Lessor all reasonable attorney’s fees, costs and expenses
        incurred by Lessor as a result of an occurrence of Default by
        Lessee):

      


      (i)
        Demand, sue and recover from Lessee any and all installments of rent already
        due
        and payable and in arrears, or any other charge, expenses or cost herein
        agreed
        to be paid by Lessee which may be due and payable and in arrears, as of the
        time
        of the date of the Default.

      


      (ii)
        Demand, sue and recover from Lessee liquidated damages in an amount (if any)
        equal to any positive difference obtained by subtracting (i) the fair rental
        value of the Leased Premises for a period of 120 days from and after the
        date of
        the Default (ii) the Base Rent then payable under this Lease for a period
        of 120
        days from the date of the Default. 

       

      (iii)
        Terminate this Lease and
        repossess and enjoy the Leased Premises.

      


      16.
        Subordination;
        Nondisturbance.
        This
        Lease is and shall be subject and subordinate to the lien and mortgage securing
        the Mortgage Loan and to any and all renewals, modifications, consolidations,
        replacements and extensions thereof, on
        the
        condition that each holder of an interest in any mortgage or other lien shall
        have delivered to Lessee a written nondisturbance agreement providing that,
        so
        long as Lessee is in compliance with Lessee’s obligations under this Lease, such
        party agrees (a) to recognize Lessee's rights, tenancy and occupancy under
        this
        Lease, and (b) not to disturb Lessee's occupancy of the Leased Premises,
        notwithstanding any termination of any such lease or foreclosure of any such
        mortgage.
        This
        paragraph shall be self-operative and no further instrument of subordination
        shall be required by any mortgagee, but in confirmation of such subordination,
        Lessee shall execute within fifteen (15) days after being so requested, any
        certificate that Lessor may reasonably require, acknowledging such
        subordination. 

      


      17.
        Estoppel
        Statement.
        Lessee
and
        Lessor, from
        time
        to time, within ten (10) days after request by the
        other
        party,
        shall
        execute, acknowledge and deliver to the
        other
        party
        a
        statement, which may be relied upon the
        other
        party
        or any
        proposed assignee of its
        interest
        in this Lease or any existing or proposed mortgagee or ground lessor or
        purchaser of the Leased Premises, certifying that this Lease is unmodified
        and
        in full force and effect (or that the same is in full force and effect as
        modified and listing the instruments of modification), the dates to which
        rent
        and other charges have been paid whether or not Lessor (in
        the
        case of a certificate by Lessee) or Lessee (in the case of a certificate
        by
        Lessor is
        in
        default hereunder or whether the
        certifying party
        has any
        claims or demands against the
        other
        party
        (and, if
        so, the default, claim and/or demand shall be specified) and certifying as
        to
        such other matters as the
        other
        party
        may reasonably
        request.
        Lessee and
        Lessor each acknowledges
        that any such statement so delivered by it
        may be
        relied upon by
        the
        requesting party and any such assignee,
        any
        landlord under any ground or underlying lease or by any perspective purchaser,
        mortgagee or any assignee of any mortgage. 

       

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      
 

      	18.  	
              Condemnation. 

            


      


      (a)
        If
        the
        whole of the Leased Premises is condemned for any public use or purpose by
        any
        legally constituted authority (or is sold to such authority in lieu of
        condemnation), this Lease shall cease from the date of such taking or sale
        and
        rental shall be accounted for between Lessor and Lessee as of the date of
        the
        surrender of possession. 

      


      (b)
        If
        only
        a
        portion
        of the Leased Premises is so taken or sold then from and after the date of
        taking or sale, so
        long
        as Lessee shall not have exercised its Early Termination Option, Lessee
        shall remain on the remaining portion of the Leased Premises, under the terms
        and conditions of this Lease, provided, however, that the rental shall be
        proportionately reduced to reflect the portion of the Leased Premises so
        taken
        or sold, subject to the terms of the Mortgage Loan. 

      


      (c)
        No
        condemnation or condemnation award shall prejudice the rights of either Lessor
        or Lessee to recover compensation from the condemnation.

      


      19.
        Holding
        Over. If
        Lessee
        remains in possession of the Leased Premises or any part thereof after the
        expiration or earlier termination of the Term, such occupancy shall be a
        tenancy
        at sufferance at a Base Rent in the amount of one hundred fifty percent (150%)
        of the Base Rent payable in the last month of the Term, plus all other charges
        payable hereunder, and Lessee shall be responsible for any and all damages
        resulting from such holding over.

      


      20.
        Lessor
        Nonpayment or Nonperformance.
        In the
        event of Lessor's failure to pay any sum or sums or perform any obligation
        which
        Lessor is obligated to pay or perform and such nonpayment or nonperformance
        may
        result in a lien, charge or encumbrance upon the Leased Premises or interferes
        with the conduct of Lessee's business in the Leased Premises, Lessee shall
        have
        the right, but not the obligation, to pay or perform the same to the extent
        necessary to prevent any such lien, charge or encumbrance or to address any
        such
        interference, but only after Lessee shall have given Lessor thirty (30) days’
prior written notice of Lessee’s intention to do so and Lessor shall have failed
        to cure such nonpayment or nonperformance within such thirty (30) day period
        (or, as to any breach other than one that interferes with the conduct of
        Lessee’s business in the Leased Premises, such longer period of time provided
        that Lessor commences to cure such default within such thirty (30) day period
        and diligently completes such cure to completion). Lessor shall, within thirty
        (30) days after demand, reimburse Lessee for the reasonable costs and expenses
        incurred by Lessee in making such payment or performing such obligation as
        aforesaid, including reasonable attorneys' fees. Except if due to a bona
        fide
        dispute by Lessor, if Lessor fails timely to make such payment to Lessee,
        Lessee
        shall have the right to deduct such sums from the next installments of Base
        Rent
        due under this Lease.

       

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      
 

      21.
        Disputes;
        Payment or Performance “Under Protest.”  Except
        in
        connection with the non-payment of rent by Lessee against which Lessee has
        no
        claim of set-off or abatement, in the event of an unresolved dispute between
        Lessor and Lessee regarding the performance by either party of an obligation
        or
        condition of this Lease, as a condition precedent to the filing of litigation,
        authorized representatives of Lessor and Lessee shall use reasonable efforts
        to
        resolve said dispute within 30 days after receipt of a default notice. In
        addition, if at any time a dispute shall arise as to any sum of money to
        be paid
        by one party to the other under the provisions hereof or as to any work to
        be
        performed by either of them under the provisions hereof, the party against
        whom
        the obligation is asserted shall have the right, in addition to any other
        rights
        provided under this Lease, to make payment or perform such work “under protest”,
        in which event such payment or performance shall not be regarded as voluntary
        payment or performance and that party shall not be deemed to have waived
        any
        rights by tendering payment or performance and, to the extent a determination
        is
        later made that such party was not obligated to make such payment or
        performance, such party shall retain a right to repayment of that portion
        of
        such sum or of the cost of such performance that it is determined not to
        have
        been obligated to tender. 

      


      22.
        Mechanic's
        Liens.
        At all
        times during the term of this Lease, Lessee shall keep the Leased Premises
        free
        and clear of all liens and claims of liens for labor, services, materials,
        supplies, or equipment performed on or furnished to the Leased Premises at
        the
        direction or order of Lessee. Lessee shall discharge or cause the Premises
        to be
        released from any such lien or claim of lien within the lesser of (i) 60
        days
        after notification to Lessee of perfection or recordation of the lien or
        (ii)
        such period as may be required under Lessor’s mortgage. In addition, prior to
        the commencement of any lienable work at the Leased Premises, Lessee shall
        obtain a waiver of liens certificate binding on each contractor, subcontractor
        and materialmen in a form reasonably acceptable to Lessor and Lessee shall
        cause
        such waiver of liens to be recorded in the applicable governmental
        office.

      


      23.
        Hazardous
        Materials. Lessee
        shall not use or knowingly permit any third party to use any “Hazardous
        Substances” (as defined below) in, on or near the Leased Premises except in
        accordance with applicable laws and regulations. Lessee shall indemnify and
        hold
        Lessor harmless from and against any and all claims, loss, liability, judgments,
        suits, actions, proceedings, costs, expenses and damages (including, but
        not
        limited to, reasonable attorneys’ fees) and the cost of repairs and improvements
        necessary to return the Leased Premises to the physical condition existing
        prior
        to undertaking any activity in violation of the covenant in the preceding
        sentence. As
        used
        herein, "Hazardous Substances" shall mean any petroleum, hazardous, toxic
        or
        dangerous waste, substance or material defined as such in, or for purposes
        of
        the Comprehensive Environmental Response, Compensation and Liability Act,
        any so
        called “superfund or superlien” law or any other federal, state or local
        statute, law, ordinance, code, rule, regulations, order, decree or other
        requirement of any governmental authority regulating, relating to, or imposing
        liability or standards of conduct concerning any hazardous, toxic or dangerous
        waste, substance or material as now in effect and applicable to the Premises.
        This
        indemnity shall survive the expiration or earlier termination of this
        Lease.

      


      24.
        Miscellaneous. 

      


      (a)
        Examination or review of this Lease by or on behalf of either Lessor or Lessee
        shall not be construed as approval or acceptance hereof and this Lease shall
        not
        be effective until executed by duly authorized signatories of both Lessor
        and
        Lessee. Because each party has been separately represented by counsel and
        has
        had an adequate opportunity to review and propose revisions to drafts of
        this
        Lease, neither party shall assert or have the benefit of any legal doctrine
        providing presumptions against the other party as a drafter of this Lease.
        This
        Lease may not be amended or modified except by a writing signed by Lessor
        and
        Lessee. 

       

       

      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      

      
 

      (b)
        No
        consent or waiver, express or implied, by Lessor or Lessee to or of any breach
        of any agreement or duty to the other shall be construed as a consent or
        waiver
        of any other breach of the same or any other agreement or duty. 

      


      (c)
        All
        notices, requests and demands hereunder shall be deemed to have been given
        on
        the date received or the date such
        receipt
        is refused provided that the notice is given by hand delivered, overnight
        courier, or United States mail, postage prepaid, registered or certified
        mail,
        return receipt requested, addressed as follows:

      


      

        
          	
                  If
                    to Lessee:

                	
                  DNB
                    First, National Association

                
	 	
                  4
                    Brandywine Avenue

                
	 	
                  Downingtown,
                    PA 19335

                
	 	
                  Attention:
                    William J. Hieb, President

                
	 	 
	
                  With
                    a copy to:

                	
                  David
                    F. Scranton, Esquire

                
	 	
                  Stradley,
                    Ronon, Stevens & Young, LLP

                
	 	
                  30
                    Valley Stream Parkway

                
	 	
                  Malvern,
                    PA 19355

                   

                
	
                  If
                    to Lessor:

                	
                  __________________

                
	 	
                  __________________

                
	 	 
	
                  With
                    a copy to:

                	
                  Scott
                    C. Butler, Esquire

                
	 	
                  Kaplin
                    Stewart Meloff Reiter & Stein

                
	 	
                  Building
                    640, 350 Sentry Parkway

                
	 	
                  P.O.
                    Box 3037

                
	 	
                  Blue
                    Bell, PA 19422-0765

                


        

      

       

      (d)
        The
        invalidity or unenforceability of any provision of this Lease shall not affect
        or render invalid or unenforceable any other provision hereof.

      


      (e)
        This
        Lease shall be construed under the internal laws of the Commonwealth of
        Pennsylvania, without reference to rules of choice of law or conflicts of
        law,
        and by any pre-empting federal law. 

       

      (f)
        This
        Lease shall not be recorded in whole or in memorandum form by Lessee without
        the
        prior written consent of Lessor. 

       

       

      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      

      
 

      (g)
        Lessor and Lessee represent and warrant to each other that they have not
        consulted or contacted any agent, broker, or finder in connection with this
        Lease. Lessor and Lessee agree to defend, indemnify and hold the other harmless
        from any and all claims for compensation or commission, or any portion thereof,
        in connection with this Lease by any broker, agent, or finder (other than
        Broker) claiming to have dealt with the indemnifying party. The
        provisions of this Section shall survive termination and any other expiration
        of
        this Agreement.

      


      (h)
        Time
        is of the essence with regard to each and every provision of this
        Lease.

      



      
        
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          -13-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day
        and
        year first above written.

      


      
        	
                Attest:

                 

                 

                 

                ________________________________

                (Assistant)
                  Secretary

              	
                Lessee:
                  

                DNB
                  FIRST, NATIONAL ASSOCIATION

                 

                 

                By:
                  ____________________________

                William
                  J. Hieb

                President

              
	
                Attest:

                 

                 

                 

                Sign:
                  ________________________________

                Print
                  Name: _______________________

                Title:
                  _______________________

              	
                Lessor:

                ________________________________

                 

                 

                By:
                  ________________________________

                Print
                  Name: _______________________

                Title:
                  _______________________

              


      

      



      
        
          
            


          

          
          

        

        
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      EXHIBIT
        A

      


      Parking
        Easement

      


      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        B

      


      Insurance
        Requirements

      


      


      


      See
        attached.