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DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of _________, 2009 (the “Effective Date”), by and between TOWNSHIP OF LOWER MERION, a Township of the First Class organized and existing under the laws of the Commonwealth of Pennsylvania (the “Township”) and DRANOFF PROPERTIES, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“Dranoff”). RECITALS: A. The Township is the owner of those certain parcels of real property located in Ardmore, Lower Merion Township, Montgomery County, Pennsylvania, more particularly described on Exhibit “A” attached hereto and made a part hereof (collectively, the “Township Site”). B. Pursuant to a Request for Proposal (the “RFP”) dated June 22, 2007, the Township solicited proposals for redevelopment of several parcels in Ardmore, Pennsylvania, including, without limitation, the Township Site. The RFP requested, among other things, that potential redevelopers submit proposals for a portion of the overall redevelopment encompassing redesign and redevelopment of a train station together with commercial, residential, parking and other uses to be proposed by potential redevelopers. C. Dranoff presented the winning proposal and became the successful bidder in response to the RFP, as the result of which the Township and Dranoff entered into a letter of intent dated July 2, 2008 (the “Letter of Intent”) outlining major features of the proposed overall redevelopment. D. For the first phase of the overall redevelopment, Dranoff has proposed to construct a mixed-use project integrated with a new train station and other improvements that include retail, office and residential uses, including a “mini main street,” in part on land identified on Exhibit ”B” attached hereto and made a part hereof (the “Amtrak Site”) owned by National Railroad Passenger Corporation (“Amtrak”) and leased to the Southeastern Pennsylvania Transportation Authority (“SEPTA”) and in part on the Township Site. The minimain street shall connect to the existing Station Avenue and is anticipated to become, at the option of the Township, a public street. Dranoff has further proposed to construct a parking garage (the “Garage”) to be located on the Township Site in order to provide parking for the Project, as defined below. E. On or about November 10, 2008, the Township issued, in conjunction with SEPTA, a Request for Proposal for Architectural/Engineering Design Services for Ardmore Transit Center Facilities, FTA Grant No. PA-03-0385, dated November 10, 2008 (the “A&E RFP”) pursuant to which the Township solicited proposals for such services for certain transitrelated improvements, including the Garage and the train station, as more particularly described in the A&E RFP (the “Transit Improvements”), together with related improvements and () #419060 v21 September 18, 2009 (3:36:38 PM)

coordination. Urban Engineers, Inc., and a team of subconsultants (the “A&E Consultants”) have been selected as the architectural and engineering consultant through this process. The Transit Improvements, including the Garage, are collectively referred to herein as the “Public Project,” and Dranoff’s mixed-use, retail, office and residential improvements, including the parking located on the Amtrak Site and intended solely for use by occupants of the residential improvements, are collectively referred to herein as the “Private Project.” The Public Project and the Private Project are collectively referred to herein as the “Project.” F.

The Private Project includes, among other things: • A mixed-use building consisting of approximately 7 floors; • Ground level retail; • Residential units above the retail units; • If sufficient property rights can be obtained, street level retail connecting Lancaster Avenue with the Project; and • Below ground private parking for residential units.

G.

The Public Project includes, among other things: • New station building with a mixed area of retail and commuter facilities commuter facilities including waiting and toilet rooms on the first floor and 2 floors of commercial office space above the main station; • New multi-level garage for public and commuter parking; • New roadway improvements to support the transit operations; • New pedestrian overpass, rehabilitated existing underpass or new underpass providing ADA accessible routes; • New streetscape improvements such as landscaping, paving, crosswalks and lighting; • New bus intermodal transfer facilities; • New high-level passenger platforms approximately 530 feet long adjacent to the outside (in-bound and out-bound) tracks 1 and 4; • New low-level passenger platforms approximately 200 feet long for emergency access to the inside tracks 2 and 3; • New stairs, ramps, and/or elevators; • New canopies and passenger shelters;

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• New railings and signage; • New benches, bike racks, waster receptacles and other amenities • New mechanical work to support the transit operation; • New electric power and lighting to support the transit operation; and • Bonding and grounding improvements to meet Amtrak requirements. H. Substantial portions of the financing of the Project are anticipated to be provided from public sources. These sources include, but are not limited to, a $5.8 Million federal transit grant (the “FTA Grant No. PA-03-0385”) and matching funds, a grant of up to $10 Million from SEPTA (the “SEPTA Grant”), a Redevelopment Assistance Capital Program Grant of at least $6 Million (the “RACP Grant”), and a Montgomery County Community Revitalization Program Grant of $250,000 (the “MCCR Grant”). I. The Township has entered into agreements with SEPTA and Amtrak with regard to the Transit Improvements. Such agreements include, without limitation, (a) an Agreement dated August 15, 2005, between the Township and Amtrak regarding the provision of services by Amtrak and reimbursement of costs to Amtrak in relation to the Project (the “Preliminary Engineering Agreement”); and (b) a Funding Agreement dated May 8, 2006, between SEPTA and the Township, as amended (such agreement, as the same has previously been and may hereafter be amended, the “Funding Agreement”), pursuant to which SEPTA has agreed, under and subject to a Master Funding Agreement, to fund a portion of the FTA Grant No. PA-03-0385 to the Township, on a matching basis pursuant to which SEPTA would fund up to 80% of the Public Project costs and the Township would fund up to 20% of such costs, up to a total amount of $7,000,000. J. The Township has engaged A&E Consultants and intends to engage such other architects, engineers, contractors, building managers and other consultants as may be necessary for the planning, design, development and operation of the Public Project (any such persons or entities engaged from time to time by the Township, the “Consultants”). K. Amtrak, SEPTA, Dranoff and the Township are engaged in discussions regarding financing, construction and operation of the Garage and other improvements. Amtrak and Dranoff have entered into discussions for transferring the Amtrak Site to Dranoff. L. The Township desires to engage Dranoff to perform development management services with respect to the implementation and coordination of the planning, design, development and construction of the Public Project, and the coordination of the Public Project with the Private Project, and Dranoff desires to provide such services to the Township. M. The Township and Dranoff desire to set forth their agreements regarding the planning, design, development, construction and operation of the Public Project and the Private Project.

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NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1. 1.1

THE PRIVATE PROJECT. Amtrak Site.

(a) Dranoff agrees to work diligently to reach an agreement with Amtrak on the acquisition of the Amtrak Site (the “Amtrak Acquisition Agreement”), and to obtain a modification of the existing lease between SEPTA and Amtrak to permit Dranoff to enter into the Amtrak Acquisition Agreement and construct the Project. The Township shall have the right to review and approve all provisions in the Amtrak Acquisition Agreement which are the subject of the Township’s approval rights by law or as agreed to in writing by the parties, such approval not to be unreasonably withheld, conditioned or delayed unless a different standard for such approval is otherwise specified by law. At closing under the Amtrak Acquisition Agreement Dranoff shall grant the Township an option (the “Option”) to purchase the Amtrak Site for a purchase price of One Dollar ($1.00) in the event that construction of the Private Project has not commenced or a notice to proceed has not been issued by Dranoff under the construction contract for construction of the Private Project (a “Notice to Proceed”) within three (3) years from the date of such closing; provided, however, that such three-year period shall be extended to the extent caused by a delay of the Township. The Option shall be recorded in the office of the Register of Deeds of Montgomery County, Pennsylvania (the “Recorder’s Office”); provided, however, that the Option shall contain language providing that upon the earlier of the visible commencement of construction of the Private Project or the issuance of a Notice to Proceed, as evidenced by a certification of such commencement or Notice to Proceed (the “Commencement Certification”) executed by Dranoff and recorded in the Recorder’s Office, the Option shall be of no further force or effect. Contemporaneously with the execution of the Option, the Township will deliver a Termination of Option to Dranoff in recordable form, which may be recorded by Dranoff upon the date Dranoff executes the Commencement Certification in recordable form. The term “to the extent caused by a delay by the Township” shall be interpreted with reference to the following example: if the Township is deemed, for example, to be responsible for 10% of a delay, then the three year period shall be extended for 10% of the period of the overall delay. Dranoff shall notify the Township reasonably promptly following commencement of a delay for which the Township may be responsible under this Section 1.1(a). (b) At closing under the construction financing for the Project, and as conditions to the Township’s obligations to proceed with the Project and Dranoff’s right to draw funds under the construction financing, Dranoff shall cause its mortgage lenders to enter into an agreement, which shall be recorded in the Recorder’s Office, that if such lender commences an action in foreclosure (or other action pursuant to which, if completed, will cause the mortgagor to lose possession of or title to the Amtrak Site), the Township shall have the reasonable right to assume the loan and complete the Project on terms reasonably acceptable to the mortgage lender which shall include, without limitation, the assumption by the Township of all the terms, conditions and provisions set forth in each of the documents evidencing or securing the Loan.

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(c) As a condition to the Township’s obligations under this Agreement, the Amtrak Acquisition Agreement shall provide that, if Dranoff defaults under the Amtrak Acquisition Agreement and as the result thereof Dranoff does not acquire the Amtrak Site, the Township shall have the right to assume Dranoff’s obligations under the Amtrak Acquisition Agreement and construct the Project provided that the Project is substantially the same as that which is approved under the Amtrak Acquisition Agreement. If, on or before June 30, 2010, Amtrak shall have not have executed and delivered the Amtrak Acquisition Agreement containing the provision required by this Section 1.1(c), either the Township or Dranoff shall have the right to terminate this Agreement, and if either party exercised such right, neither party shall have any further obligations hereunder except for the reimbursement and indemnity obligations under Sections 7.4 and 5.2 hereof. 1.2

Construction of Private Project.

(a) Dranoff agrees to promptly begin and diligently prosecute to completion the design and construction of the Private Project in a good and workmanlike manner in accordance with this Agreement and with the Schedule. (b) The Township shall have the right, but not the obligation, to inspect the construction of the Private Project for the purpose of determining material conformity with the Approved Plans, as defined below. In the event that the Township discovers construction that is not substantially in accordance with the Approved Plans, and Dranoff fails to cure such failure within thirty (30) days of receipt of written notice from the Township, provided that if such failure is not capable of being cured within such thirty (30) day period, the time period for curing shall be extended for up to 365 days so long as Dranoff promptly commences to cure the failure and thereafter diligently prosecutes such cure to completion, such failure shall constitute an Event of Default and the Township shall be entitled to exercise the remedies set forth in Section 6.3 hereof. (c) Dranoff’s obligation to perform under subsection 1.2(a) above and construct the Private Project is contingent upon the following conditions (the “Conditions”): (i) Dranoff shall have received a title insurance policy covering the Amtrak Site (the “Title Policy”) reasonably satisfactory to Dranoff, its lenders and its investors. The Title Policy shall insure good and marketable title to the Amtrak Site, at regular rates. (ii) On or before December 31, 2012, Dranoff shall have obtained financing commitments for the Private Project, and the funds under the financing commitments shall be available to Dranoff, in an amount sufficient, in the reasonable opinion of the Township and Dranoff, to finance the Private Project. (iii) On or before December 31, 2012, the Township and Dranoff shall have obtained financing commitments for the Public Project, and the funds under the financing commitments shall be available to the Township and Dranoff, in an amount sufficient, in the reasonable opinion of the Township and Dranoff, to finance the Public Project. (d) If item (c) (ii) or (c) (iii) have not been performed on or before December 31, 2012, either the Township or Dranoff shall have the right to terminate this #419060 v21 September 18, 2009 (3:36:38 PM)

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Agreement, and if either party exercises such right, neither party shall have any further obligations hereunder except for the reimbursement and indemnity obligations under Sections 7.4 and 5.2 hereof. Dranoff’s Right to Terminate. If, despite Dranoff’s reasonable commercial 1.3 efforts, the Conditions are not met by the dates set forth in the Schedule, as the same may be extended hereunder, Dranoff shall have the right to terminate this Agreement by sending written notice to the Township within sixty (60) days of the date set forth on the Schedule for the relevant condition, and thereafter neither party shall have any further obligations or liabilities to the other hereunder except with respect to those obligations hereunder which expressly survive any termination of this Agreement. Notwithstanding anything to the contrary contained herein, following any termination or expiration of this Agreement, the Township shall retain the right to bring an action for non-payment of sums due and unpaid under this Agreement in accordance with and subject to the provisions of Article 5 hereof, if Dranoff is obligated to pay such sums hereunder. The terms of Section 7.4 shall also survive the termination or expiration of this Agreement. 1.4

Design Parameters.

(a) The parties acknowledge that the conceptual design set forth on Exhibit “F” attached hereto and made a part hereof is consistent with their expectations as of the date of this Agreement. Without limiting the Township’s ability to approve the plans and specifications for the land development approvals consistent with the Pennsylvania Municipalities Planning Code, Lower Merion Township Zoning Code and all other Laws (none of which shall be deemed to occur under this Agreement but rather in the ordinary course according to the Township’s practice and procedure), the Township shall have the right to approve final plans for the Project (the “Approved Plans”); provided, however, that the Township shall not unreasonably withhold, delay or condition its consent under this subsection (a) so long as the design reflected in the plans is consistent with the conceptual design attached hereto as Exhibit “F.” No approval of the design, construction documents or any other aspect of the Private Project shall be deemed to impose any liability upon the Township, it being understood that such review is for the Township’s own purposes and not to be construed as a representation or warranty that the Private Project has been designed or constructed in conformance with applicable Laws. Dranoff shall remain solely responsible to review and approve, or cause qualified professionals to review and approve, the design and construction of the Private Project. Further, no approvals under this Section 1.4(a) or otherwise under this Agreement shall in any way be construed to constitute an approval of the plans and specifications for purposes of land development, zoning, building codes, the Municipalities Planning Code, or any other Laws for any other purpose whatsoever except for compliance with this Agreement. (b) In addition to all other Township approvals, the Township shall have the right to approve, in its reasonable discretion, (i) the design of any material elements of the Private Project visible from the exterior of the Private Project, including, but not limited to, building exteriors, landscaping, pedestrian walkways, and public spaces, and, until completion of the Project, (ii) (A) joint venture partners, members or shareholders (provided, however, that to the extent that Dranoff retains Control of the Project, the Township shall not have such right;

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provided, further, that if such partners, members or shareholders have the right to obtain Control upon the occurrence of certain events under the organizational documents, then prior to the exercise of such right, the Township shall have the right to approve the substitute manager of the development of the Project if such partners do not have personnel reasonably capable of performing Dranoff’s obligations under this Agreement, such approval not to be unreasonably withheld or delayed), and (B) other entities to whom title or Control will be transferred other than entities owned or Controlled by Dranoff or Carl Dranoff. The term “Control” shall mean that the entity shall be the general partner of a partnership or shall be a member, shareholder, or other stakeholder, in any such case, with the power to direct the management and affairs of the enterprise. (c) Dranoff shall consult with the Township regarding the selection of all architects, engineers, contractors and other professionals to be engaged in connection with the Private Project; the Township hereby approves of the following professionals: JKR Partners, imPAct Pennsylvania Strategies, LLC, Urban Engineers, Inc., and Timothy Haahs & Associates. 1.5 Below Market Rate Housing (BMR). “BMR” will be defined by the Township and will include residential units. Dranoff shall provide a diversity of housing types, and at least 10% of the total number of residential units shall be BMR units. Dranoff shall endeavor to work with existing non-profit BMR organizations serving the Township. 1.6 Retail. A diversity of retail must be sought, aimed at providing stores that will meet the everyday needs of a socio-economically diverse neighborhood. Retail uses shall be consistent with the Ardmore Merchandizing Mix and Retail Strategy and should include primarily independent retailers or local chains. ARTICLE 2.

COMBINED BUDGET AND SCHEDULE FOR PUBLIC AND PRIVATE PROJECTS; ZONING AND FINANCING

2.1 Schedule. In consultation with the Township, the A&E Consultants, SEPTA and Amtrak, Dranoff shall (i) prepare and update, as required or permitted hereunder, a development, permitting, financing, design and construction schedule for the entire Project (the “Schedule”); and (ii) monitor and make oral reports and written reports to the Township, SEPTA and Amtrak as reasonably required or as is reasonably necessary as to the progress of the Project compared to the Schedule. The initial Schedule is attached hereto as Exhibit “C” and made a part hereof. If Dranoff believes that revisions to the Schedule are necessary as the Project progresses, Dranoff shall provide a written proposal to the Township, which proposal shall include an explanation of the justification for the proposed changes. The Township shall review and approve or deny such proposal in its reasonable discretion. In the event of any event which Dranoff, despite commercially reasonable efforts, is not able to prevent, including acts of God, terrorism, war, strikes or labor disputes unrelated to Dranoff’s activities, unavailability of funds, fire or other casualty (such event, an “Event of Force Majeure”), but not including the loss of or failure to obtain tenants, the Schedule shall be extended as necessary, in the Township’s reasonable discretion; provided, however, that such extensions, cumulatively, shall in no event exceed seven hundred thirty (730) days and provided, further, that Dranoff shall notify the Township of the onset of any such delays.

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2.2

Zoning and Approvals.

(a) Unless otherwise approved by the Township, all new development and redevelopment shall comply with zoning and all other applicable Township ordinances, land development procedures, and future amendments thereto. The Project and all plans and designs must complement the existing architecture within the Ardmore Commercial Historic District, comply substantially with the Ardmore Storefront Design Guidelines and design standards of zoning. The parties anticipate that if the Project is to be constructed as contemplated by this Agreement, amendments to the Township zoning ordinance will be required. The Township and Dranoff agree to use reasonable efforts to work cooperatively to create a project that meets zoning and land development approval requirements. The Township recognizes that Dranoff may request amendments to the Township’s current ordinances or waivers in order to make the Project feasible or more compatible with a transit oriented development, and Dranoff shall have the right to terminate this Agreement in the event that amendments to the Township’s current ordinances which are reasonably necessary for the construction of the Project are not obtained on or before June 30, 2012. In no event shall approval of this Agreement be construed as a modification of, or an agreement to modify, the zoning ordinance. (b) The Township shall, to the extent consistent with the Township’s legal obligations, work cooperatively and expeditiously with Dranoff in securing approvals and permits and in meeting requirements of other government entities. (c) Dranoff shall utilize environmentally sustainable planning and design, including energy-efficient materials and design, and shall reasonably endeavor to obtain “green building” certification. Dranoff shall incorporate “walkability” into its planning and design, encouraging pedestrian-friendly connections between Suburban Square and the Ardmore residential and business districts and along Lancaster Avenue and adjacent roadways. (d) Dranoff shall work with the Township’s Historical Architectural Review Board (“HARB”) to obtain non-binding feedback on how best to integrate and to complement the existing architecture and historic district. (e) Use of walking, bicycles and car-sharing, including, without limitation, bicycle parking and designated car-sharing spaces, shall be encouraged. 2.3 Budget. Dranoff shall, in conjunction with the Township and its consultants, prepare financial projections and financial analysis for the Transit Improvements and the Project as a whole, and shall prepare and submit to the Township for approval, as and when reasonably requested by the Township, proposed budgets for the Public Project and the Private Project in such detail as the Township may reasonably request, such budgets to show all projected direct and indirect costs for development of the Public Project and the Private Project. The Township and Dranoff acknowledge and agree that as of the date hereof the Budget attached hereto as Exhibit “D” and made a part hereof is approved for the Project as a whole (such budget, as modified from time to time pursuant to the terms of this Agreement, the “Budget”). Dranoff shall periodically update the Budget and submit it to the Township for the Township’s reasonable approval. Before the commencement of construction on either the Private Project or the Public

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Project, the Township shall, in its reasonable discretion and in a timely fashion, approve a final version of the Budget (the “Final Budget”). 2.4

Financing and Funding.

(a) Dranoff shall be responsible to provide from its own resources or those of its constituent partners or members, or to identify and, to the extent commercially feasible, obtain from other sources the funding necessary to carry out the Project, and shall seek grant funding from other sources. The parties recognize that governmental and private bodies may commit grants or other financial assistance to facilitate the Project. Such assistance may include grants from the federal, state or county government for the construction of the new Transit Center and related infrastructure (including infrastructure to bring the station’s facilities into compliance with the ADA); historic tax credits or low-income tax credits, as may be determined by Dranoff to be available for various components of the Project; funding from transit agencies; and other county, state and federal grants, loans or assistance. The Township shall cooperate, at no out-of-pocket cost to the Township, with Dranoff’s efforts to identify and obtain such assistance. (b) Dranoff shall continually demonstrate to the satisfaction of the Township its financial and operational capabilities to complete all aspects of the Project. Nothing contained in the preceding sentence is intended to accelerate any responsibility of Dranoff to obtain financing under this Agreement. (c) Funding of the Project is anticipated to require myriad public and private resources. The parties acknowledge and agree that each federal, state and local source of financing may require its own mechanisms for funding and that each of those sources may also require particular bidding processes and other conditions precedent to obtaining funds. By way of example and not limitation, some funding sources may require that funds be delivered to the Township and that the Township administer the funds. Some funding mechanisms may require compliance with the Separations Act, requirements to pay prevailing wages, and other requirements applicable to public projects generally. Dranoff acknowledges that, as a condition to receiving funds, it will need to satisfy all requirements applicable to the receipt of those funds, and Dranoff agrees to indemnify, defend and hold harmless the Township from and against any liability arising from Dranoff’s failure to comply with this Section 2.3. It is anticipated that the Township will administer funds coming from public sources. Prior to the start of construction on either the Public Project or the Private Project, Dranoff and the Township shall compile a list of all of the funding sources for the Project, and shall endeavor in good faith to agree on the allocation of those funds to the various parts of the Project (the “Sources and Uses”), with the expectation that funds from public sources will be used to partially fund the Private Project. Once Dranoff and the Township have agreed on the Sources and Uses, the Township will promptly make the funds which are designated for the Private Project under the Sources and Uses but under the control of the Township available to Dranoff upon receipt of written applications therefor from Dranoff and compliance with the requirements of the applicable funding source and disbursement conditions generally required by lending and grant sources for such draw.

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2.5 Land Payment. Dranoff shall pay or cause to be paid to the Township, for use of the Township’s land for the Project One Million Dollars ($1,000,000.00) (“Land Payment”), and the Township’s sole obligation to contribute to the cost of the Project shall be to apply an amount equal to the Land Payment actually received. ARTICLE 3.

DEVELOPMENT MANAGEMENT SERVICES FOR THE PUBLIC PROJECT.

3.1 Development Management. The Township hereby engages Dranoff to perform development services with respect to the coordination, administration and management of the planning, design, development, financing and construction of the Public Project, and the coordination of the Public Project with the Private Project, which services shall include those described in this Agreement. 3.2 Standard of Care. Dranoff agrees to perform the services required to be performed of it hereunder, and such other services as the Township may reasonably request, in a manner at least equivalent in quality and efficiency to other experienced, first class developers performing similar services for projects of like kind and size as the Project in the Metropolitan Philadelphia area, exercising its commercially reasonable efforts, skill and expertise in the best interest of the Township. 3.3 Authority. Notwithstanding anything contained herein to the contrary, in no event shall Dranoff have the right or authority, express or implied, to commit or otherwise bind or obligate the Township to any obligation or to make any expenditure, unless Dranoff is expressly authorized to do so in writing by the Township or is otherwise expressly authorized to do so by the terms and provisions of this Agreement. 3.4 Services. During the term of this Agreement, Dranoff shall perform the following services: (a) Advise the Township of the most productive and beneficial approaches for completion of the Public Project. (b) Consult with and advise the Township as to the Township’s selection of the Consultants, including a construction manager for the Public Project (the “CM”) and assist in the negotiation of agreements with the Consultants and the CM, which shall be subject to the Township’s reasonable approval. Dranoff understands and agrees that the design and construction of the Public Project may be subject to certain public requirements, including, without limitation, the Brooks Act and the Separations Act, and that various public agencies, including, without limitation, SEPTA, Amtrak, the Federal Transit Authority, PennDOT and the Federal Railroad Administration (the “Transit Agencies”), may require certain laws, regulations and procedures (collectively, the “Transit Requirements”) to be followed in connection with the Public Project or portions thereof, including, without limitation, the Transit Improvements. (c) Work cooperatively and expeditiously with the Transit Agencies, comply with all Transit Requirements, endeavor to protect the FTA Grant No. PA-03-0385, the SEPTA Grant, the RACP Grant, the MCCR Grant and other federal, state and local loan and

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grants obtained, and ensure that the CM and all Consultants are aware of and require them to comply with the Transit Requirements. (d) Coordinate, in consultation with the Township, the preparation by the A&E Consultants of all plans, specifications and drawings (and any amendments thereto) for the Public Project, and in particular the connection with and coordination between the Public Project and the Private Project, it being understood that all such plans, specifications and drawings and amendments thereto shall be subject to the approval of the Township and one or more of the Transit Agencies. Dranoff shall assist such A&E Consultants in the development of the design for the Public Project, and Dranoff shall render its commercially reasonable advice and judgment as to designs, selection of materials, building systems and equipment, relative construction feasibility, construction documents, availability of materials and labor, time requirements for installation and construction and factors relating to cost, including securing cost of alternative designs or materials, as applicable. (e) Make recommendations to obtain cost savings, wherever possible, without reducing the quality, compromising the integrity or delaying the completion, of the Public Project. (f) Obtain, to the extent not required to be obtained by the A&E Consultants, all necessary licenses and permits required to be obtained for the construction, ownership and operation of the Public Project. Dranoff shall cause copies of all licenses, approvals and permits, and copies of all applications and other documents to be submitted in connection with them, to be promptly furnished to the Township; and Dranoff shall keep the Township fully apprised of the status of processing of the licenses, approvals and permits. (g) To the extent reasonably requested by the Township, in coordination with SEPTA, Amtrak and the Township, review bidding documents and bidding schedules prepared by the A&E Consultants for the Public Project, and advise the Township regarding contracts for work contemplated in connection with the Public Project. (h) To the extent reasonably requested by the Township, coordinate the services of the A&E Consultants, any other Consultants and the CM for both the Public Project and the Private Project, including, but not limited to, monitoring the design and construction of the Public Project and the progress thereof. (i) To the extent reasonably required by the Township, work to obtain releases of liability under the Pennsylvania Land Recycling and Environmental Remediation Standards Act (“Act 2”), 35 P.S. §§ 6026.101 - 6026.909, without any use restrictions or institutional or engineering controls, for the Township Site. (j) Review with the Township, the A&E Consultant and any other appropriate Consultants any suggested change orders required during construction of the Transit Improvements. No change order shall be made in any bid, contract, subcontract or purchase order without the prior written consent of the Township and SEPTA (provided, however, that the Township and Dranoff may establish a mechanism for field approval by Dranoff of minor change orders).

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(k) Schedule, prepare agendas for and attend meetings with the Township, SEPTA, Amtrak, and the Consultants, or so many of the said parties as shall be necessary, at such times and places as shall be appropriate to render periodic oral and written status reports on the progress of any work; send to the Township promptly after receipt and, in no event less often than monthly, copies of all notices and other written communications received or sent by Dranoff on its own behalf, or on behalf of the Township, to or from third parties, including, without limitation, communications from Transit Agencies and copies of all payment requests; and timely advise the Township, SEPTA and Amtrak of, and the Township may approve, conduct or participate in, any significant negotiations that may be conducted with any Transit Agency, the CM or any other Consultants. (l) Provide all required accounting functions for the construction of the Public Project, including, without limitation, the review and analysis of funding and payment requests during the course of any construction. (m) Exercise diligent efforts to cause the Public Project to be developed and constructed in accordance with the Budget and the Schedule approved by the Township, as amended from time to time with the Township’s reasonable written approval. (n) Monitor and use reasonable diligence and reasonable efforts to require that all Consultants and the CM comply with all of the terms of their contracts and all applicable laws, ordinances, rules, regulations and restrictions governing the construction of the Public Project, including the Transit Requirements. (o) Take reasonable action to assure that all material and equipment furnished and used for permanent installations shall be new and as specified, and use reasonable efforts to require all contractors to cause all materials or other parts of their work to be readily available as and when required or needed in connection with the continuous and expeditious prosecution of such work and require all contractors to ascertain that all materials and equipment which are to be part of their work are free of any lien or security interest in favor of any other party (except as approved by the Township) and that good title will pass on delivery. (p) During the progress of constructing the Public Project and thereafter, while warranties are applicable, use diligence and reasonable efforts to enforce all warranties and to cause all defects in the construction or execution of the Public Project to be corrected. (q) To the extent reasonably requested by the Township, provide general monitoring and reports on the progress of all portions of the Project, including, without limitation, performance of general conditions work by the CM and subcontractors in order to endeavor to guard against deficiencies in the work, including causing the making of arrangements for inspections or testing, where appropriate. The Township recognizes that Dranoff is not a design professional and is not acting as such, and therefore is expecting the monitoring to be that typically performed by project managers rather than architects. (r) Cause all contracts and subcontracts to provide for the general security and safekeeping of all materials, equipment and improvements located at the Project site.

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(s) Use all reasonable efforts to cause all Consultants and the CM to perform in a timely manner so that the Project as a whole can be completed in accordance with the Schedule in effect from time to time. (t) To the extent reasonably requested by the Township, prepare and negotiate such contracts, easements, licenses and other agreements as are necessary or desirable for the provision of water, sewer, gas, electric, telephone and other utilities (collectively, “Access and Utility Agreements”), in capacities adequate for the development and use of the Transit Improvements for their intended purposes. Dranoff acknowledges that all easements must be executed by the Township to be binding upon the Township. (u) Take such action as may be necessary to cause the Public Project to comply with any law, statute, ordinance, resolution, rule, regulation, order or determination by any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any recorded restrictive covenant or deed restriction, including without limitation, all applicable zoning ordinances and building codes, flood disaster laws, health and environmental laws and regulations, and laws and regulations governing accessibility by the disabled. (v) Promptly furnish to the Township, upon receipt by Dranoff, copies of all legal notices received by Dranoff respecting the Project, and properly notify the Township of any suit, proceeding or other actions threatened, commenced or taken against the Project, or against the Township, the Transit Agencies or Dranoff, with respect to the Project. The Township agrees to provide to Dranoff copies of all such notices received by the Township. (w) If the Township so requests, review and advise the Township (in conjunction with the Township’s Consultants if applicable under their respective contracts) with respect to monthly construction applications for payment prepared by contractors, subcontractors, architects and engineers, and advise the Township of the proper amounts payable, and prepare such documentation as is reasonably required to monitor construction draws. (x) Perform such other services as are normal and customary for experienced, first class developers to perform on projects of like kind and size as the Transit Improvements and the Project as a whole. 3.5 Cooperation. The Township agrees to work cooperatively with Dranoff to accomplish the goals of this Agreement, and both parties agree to work collaboratively and cooperatively to acquire any rights of use over properties adjoining the Project which are necessary for the construction and use of the Project. ARTICLE 4.

CIRCULATION AND PARKING.

4.1 Garage. The parties anticipate that if the Project is to proceed in the manner provided in this Agreement, the above-ground portion of the Garage shall consist of at least five hundred (500) parking spaces. The Township shall manage the portion of the Garage above ground, and shall receive a fee for such management. Dranoff shall perform, at its expense, maintenance of the Garage below ground (and ramps leading downward below the ground floor), #419060 v21 September 18, 2009 (3:36:38 PM)

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except that if Dranoff fails to perform maintenance, the Township shall have the right to perform such maintenance and invoice Dranoff for the cost thereof. Dranoff and the Township shall enter into an agreement more fully explaining the management and operations (including the maintenance obligations) of the Garage, provided that Dranoff shall not have any financial obligations for the ground (entrance) floor of the Garage or any areas above the first floor of the Garage or for any management fees of the Township. Dranoff shall have the exclusive use of parking spaces below ground. Following completion of construction, the Township shall arrange the warranties to permit either Dranoff or the Township to enforce warranties related to the Garage. It is also expected that the Township, Amtrak and SEPTA will enter into an agreement regarding the parking spaces to be used by Amtrak and SEPTA, and Amtrak and SEPTA’s obligations to contribute toward reserves and operating expenses. Shared parking shall be permitted in accordance with the applicable zoning regulations, and the parties shall consider some parking spaces as potentially useable for multiple purposes. By way of example and not limitation, some parking spaces currently available to the Township employees, the Township vehicles or both, will be eliminated by the Project. These parking spaces will need to be replaced and supplemented, but many such parking spaces may be useable by other users outside of the core weekday business hours, when the Township personnel or vehicles require the parking spaces, and thus could satisfy other parking requirements in connection with the Project. 4.2 Traffic. To the extent not performed by the A&E consultants, and if required as a part of the land development process, Dranoff shall conduct traffic impact studies to determine the cumulative effect and impacts of the Project, and shall provide traffic and pedestrian improvements to address identified traffic and pedestrian needs. Dranoff shall incorporate traffic calming and pedestrian safety measures into its designs for Lancaster Avenue and adjacent roadways impacted by development. Dranoff shall identify and make appropriate provisions for delivery and trash collection vehicles during construction, as well as after Project completion for the non-residential portions of the Private Project. Dranoff and the Township shall engage in preplanning for parking during construction. 4.3 Additional Connections. Dranoff shall improve pedestrian access across Lancaster Avenue and other nearby roads with pavement changes and other features. Certain offsite improvements to Lancaster Avenue shall be part of the Project. ARTICLE 5.

FEES, EXPENSES AND STAFFING.

5.1 Fees. The Budget provides for a development fee of two and one-half percent and a general and administrative fee of two and one-half percent of the cost of the entire Project (collectively, the “Developer’s Fee”) to be paid from both public and private sources to Dranoff in consideration for the services to be rendered by Dranoff relating to both the Public and Private portions of the Project under this Agreement. The Developer’s Fee shall be paid as follows: 50% upon commencement of construction of the Public Project, and the remainder monthly over the course of construction of the Project, in proportion to the percentage of work completed on

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the Project as a whole. Until the Project is finally complete, as evidenced by certificates of occupancy (not temporary certificates of occupancy), the Township may withhold 10% of each payment due to Dranoff in accordance with this Section until the project is 50% complete, with no further withholding of additional retainage (but continuation of withholding of the previously withheld sums) after the Project is 50% complete. In the event of a termination of this Agreement by the Township under Section 6.3 hereof, Dranoff shall not be entitled to payment of any further unpaid fee. 5.2 Expenses. Dranoff shall reimburse the Township for the Township’s thirdparty professional service costs reasonably and actually incurred in connection with the land development process outlined in this Agreement, including but not limited to costs incurred to negotiate agreements with Dranoff, including without limitation, the Amtrak Acquisition Agreement and this Agreement, incurred after March 1, 2008 through the date hereof. If, but only if, neither Dranoff nor the Township terminates this Agreement prior to the earlier of the date of execution of the Amtrak Acquisition Agreement or June 30, 2010 (as such date may be extended by mutual agreement of the parties, the “Amtrak Agreement Deadline”), Dranoff shall automatically without further action be further responsible for such third-party professional fees and costs from and after the date hereof. (a) Except as provided in the last sentence of this subsection (a), Dranoff shall not be required to reimburse the Township for expenses that are reimbursed under the FTA Grant No. PA-03-0385 or that are the responsibility of the Township to provide “matching” funds under such agreement or under a Matching Engineering and Design Grant. The term “Matching Engineering and Design Grant,” as used in the preceding sentence, shall mean any grant or subsidy related to the Project, other than a loan which requires repayment, that requires matching funds and that covers engineering or design, but the term “Matching Engineering and Design Grant” does not include grants and subsidies to the extent covering fees and costs of inspections, reports and investigations related to the Project. If the Reimbursement Date, as hereinafter defined, occurs, the Township shall be reimbursed on the Reimbursement Date (or reasonably promptly thereafter if the expense is incurred after the Reimbursement Date) obligations required to be funded by such matching funds. (b) Dranoff shall be entitled to the benefit of any special rates or fee arrangements obtained by the Township. Dranoff shall pay amounts due at the earlier of (a) the first construction closing or construction draw on financing of the Private Project following delivery of professional services (the “Reimbursement Date”), or (b) termination of this Agreement by Dranoff or termination of negotiations under this Agreement by Dranoff, except that Dranoff shall not be liable for any such costs, expenses or fees if this Agreement, or negotiations hereunder, is terminated by Dranoff (i) by reason of Dranoff’s unwillingness to grant or agree to a request or demand of the Township which is unreasonable in the context of this Agreement, (ii) because the Township unreasonably takes an action or refuses to take an action reasonably required for fulfillment of this Agreement or for performance or construction of the Project; or (iii) because the Township is in default. This Section 5.2 shall survive the termination of this agreement and execution and delivery of the Amtrak Acquisition Agreement. The Township shall pay directly all consultants and the CM, and except as otherwise specifically set forth herein Dranoff shall be responsible for all expenses incurred by Dranoff in connection with the performance of its obligations hereunder.

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(c) If the Township hires additional consultants for which Dranoff may be responsible for fees under this Agreement, the Township shall consult with Dranoff regarding the selection of such consultants and the rates or amounts to be paid. (d) The Township shall periodically provide copies of invoices regarding fees and expenses that are or may become Dranoff’s responsibility under this Agreement, and if Dranoff promptly and reasonably objects to the invoices, the Township shall review such invoices with Dranoff. (e) If, prior to the Reimbursement Date, funds from grants or subsidies not required to be repaid are received by the Township that (i) are not prohibited from being used to pay for the expenses that are required to be reimbursed by Dranoff under this Section 5.2 (“Reimbursable Expenses”) and (ii) are available to be used (“Eligible Funds”), the Township shall have the right to use such Eligible Funds for Reimbursable Expenses. If Eligible Funds are not used to pay Reimbursable Expenses previously incurred or ascertainable in amount at the time the grant funds become available for use, Dranoff’s obligations under this Section 5.2 shall nevertheless be reduced dollar for dollar by the amount of Eligible Funds that were not used to pay Reimbursable Expenses. In no event shall the dollar for dollar reduction under this subsection (e) result in a reduction of Dranoff’s obligations under this Section 5.2 that is, in the aggregate, less than zero. (f)

This Section 5.2 shall survive termination or expiration of this

Agreement. 5.3 Project Manager. Dranoff shall from time to time designate an individual, subject to the Township’s approval, as the “Project Manager” having direct responsibility for the Project and the Transit Improvements. If any person so designated as Project Manager shall cease to be an employee of Dranoff for any reason, Dranoff, subject to the reasonable approval of the Township, shall promptly designate a replacement who shall, in any event, have a good business reputation and substantial experience in the development of commercial properties similar in product type and quality to the Public Project and who can devote to the Public Project such amount of time as shall be required to be spent by the Project Manager to complete the Public Project and the Project as a whole at the times required by the Schedule, as extended in accordance with the provisions hereof. Dranoff shall cause each of its employees to devote so much of their time and effort to the Transit Improvements as is necessary for Dranoff to perform its obligations as required hereby throughout the term of this Agreement. 5.4 Owner’s Representative. Dranoff understands and agrees that the Township, SEPTA and Amtrak, individually or together, may retain the services of an owner’s representative, engineer, inspector or other agent skilled at reviewing design and construction (each, an “Owner’s Rep”). Upon notice from the Township, SEPTA or Amtrak, Dranoff shall interact with such appointed Owner’s Rep on such basis as the appointing body shall designate.

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ARTICLE 6.

TERM AND TERMINATION

6.1 Term. The term of this Agreement shall continue from the date hereof until performance of all the obligations of Dranoff hereunder has been completed or the earlier termination by either party in accordance with the terms hereof. Performance of Dranoff’s obligations under this Agreement shall not be considered completed until such time as (a) all permits, including final certificates of occupancy, have been issued for the Public Project and the Private Project, (b) the Township has received a certificate of completion from the A&E Consultants for the Public Project certifying that the Public Project has been completed substantially in accordance with the terms of this Agreement, and (c) all final lien releases have been received by the Township or other security posted reasonably acceptable to the Township so that all liens are released from the Project. 6.2 Dranoff Default. The following shall be deemed to be events of default (each, an “Event of Default”): (a) Dranoff fails to observe or perform any of its obligations under this Agreement, and such failure is not cured within thirty (30) days after the date of a notice from the Township (provided, however, with respect to any matter not curable by the payment of money which is not reasonably capable of being cured within such thirty (30) day period, the time period for curing shall be extended to 365 days (if the reason such cure is delayed is for reason other than Force Majeure) and 730 days (if the reason such cure is delayed is Force Majeure, to run concurrently with any Force Majeure delay under Section 2.1) so long as Dranoff promptly commences to cure the failure and thereafter diligently prosecutes such cure to completion; if a default by Dranoff under this Agreement causes material adverse consequences to the Township and such material adverse consequences are not eliminated by reason of Dranoff curing its default, then such default shall not be deemed to have been cured; (b) Dranoff commingles any funds intended to be used for the Public Project with any funds of Dranoff, or uses funds intended to be used for the Public Project for purposes unrelated to the Public Project; (c) Dranoff suspends or discontinues business for more than sixty (60) consecutive days with respect to all of the obligations of Dranoff herein and Dranoff does not resume business within thirty (30) days (or 730 days if because of Force Majeure) after the date of a notice from the Township; (d) Dranoff fails to effect any necessary changes in accounting procedures or correct any errors or discrepancies described in a notice delivered by the Township within sixty (60) days after the date of such notice; (e) Dranoff, pursuant to or within the meaning of the Bankruptcy Code, Title 11 U.S.C., or any other present or future federal, state or other common law, case law, statute or regulation relating to bankruptcy, insolvency, appointment of receivers or custodians, dissolution, or other relief for debtors (i) commences a voluntary case, or (ii) consents to or is subject to the entry of any order for relief against it in an involuntary case, or (iii) remains a debtor in an involuntary case for more than sixty (60) days after the commencement of such

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case, or (iv) consents to or is subject to the appointment of a receiver, trustee, liquidator, custodian or other party serving a similar function, or (v) makes a general assignment for the benefit of creditors, or (vi) becomes insolvent, or (vii) is subject to the entry of an order for the liquidation of Dranoff; (f) Any fraud, gross negligence or willful misconduct against the Township or the Transit Agencies is perpetrated by Dranoff; or (g) The Project, or any milestone on the Schedule, has not been completed as set forth in the Schedule, as the same may be extended hereunder, and such failure is not cured within thirty (30) days after the date of a notice from the Township; provided, however, that such milestones may be extended as more fully set forth in Section 2.1 hereof. 6.3 Township Remedies. If an Event of Default shall have occurred, then, in addition to all other rights and remedies specified under this Agreement, the Township shall have the right to: (a) Terminate this Agreement by sending written notice thereof to Dranoff, and thereafter neither party shall have any further obligations or liabilities to the other hereunder except with respect to those obligations hereunder which expressly survive termination of this Agreement; (b)

Exercise the remedy of specific performance;

(c) Exercise the Township’s rights under the Option as the same are specified and limited under Section 1.1(a); (d) Discontinue payments of the Developer’s Fee, unless and until the Event of Default is cured to the reasonable satisfaction of the Township; (e) Obtain monetary satisfaction of its rights to any indemnity or right to reimbursement, if any, set forth herein; and (f)

Terminate Dranoff’s right to the Exclusive Negotiating Period, as

defined below. The exercise by the Township of any one or more of the remedies allowed under this Agreement shall not preclude the simultaneous or later exercise by the Township of any or all other remedies allowed under this Agreement. No other action against Dranoff, for damages or otherwise, shall be permitted hereunder, and the Township’s remedies against Dranoff shall be strictly limited to the remedies provided in clauses 6.3(a) through (e) above. 6.4 Township Default and Dranoff’s Remedies. In the event that the Township fails to perform any of its obligations under this Agreement and such failure is not cured within thirty (30) days after the date of a notice from Dranoff (provided, however, with respect to any matter which is not reasonably capable of being cured within such thirty (30) day period, the time period for curing shall be extended to one hundred twenty (120) days so long as the Township promptly commences to cure the failure and thereafter diligently prosecutes such

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cure), then Dranoff shall have, as its exclusive remedies, the right to either (a) terminate this Agreement by sending written notice thereof to the Township, and thereafter neither party shall have any further obligations or liabilities to the other hereunder except with respect to those obligations hereunder which expressly survive termination of this Agreement, or (b) specifically enforce this Agreement. No other action against the Township, for damages or otherwise, shall be permitted hereunder, and the Township’s remedies against Dranoff shall be strictly limited to the remedies provided in clauses 6.3(a) through (e) above. 6.5 Termination. Upon termination of this Agreement for any reason, Dranoff shall deliver to the Township, to the extent in Dranoff’s possession or control, all agreements and guarantees from contractors and suppliers and other documents relating to the construction and development of the Public Project, all books, records, accounts and files for the Public Project, all operating and maintenance agreements relating to the Public Project, all permits relating to the Public Project, all other property of the Township in Dranoff’s possession, and such other of Dranoff’s operating records and ancillary documents related to the development, construction or management of the Public Project, together with a quitclaim assignment to the Township, with no right of reliance, of all right, title and interest of Dranoff, if any, in and to such items. Upon termination of this Agreement due to a default by Dranoff, Dranoff shall deliver to the Township, to the extent in Dranoff’s possession or control, all agreements and guarantees from contractors and suppliers and other documents relating to the construction and development of the Public Project and the Private Project, all books, records, accounts and files for the Public Project and the Private Project, all operating and maintenance agreements relating to the Public Project and the Private Project, all permits relating to the Public Project and the Private Project, and such other of Dranoff’s operating records and ancillary documents related to the development, construction or management of the Public Project and the Private Project, together with a quitclaim assignment to the Township, with no right of reliance, of all right, title and interest of Dranoff, if any, in and to such items. ARTICLE 7. 7.1

INSURANCE, INDEMNIFICATION AND LIABILITY. Insurance.

(a) Dranoff shall take out and carry at its own cost and expense during the entire term of this Agreement, property damage (with respect to the Private Project) and general public liability insurance (with respect to the entire Project) with required limits to protect both Dranoff and the Township from liability. Dranoff shall insure payment of compensation to its employees in accordance with the Worker’s Compensation Laws of the Commonwealth of Pennsylvania. (b) No less than ten (10) days prior to commencement of construction, Dranoff shall furnish the Township with certificates of insurance, declaration pages for each policy of insurance, and any other documents which the Township may require, such as copies of policies or endorsements, as evidence of compliance with these insurance requirements in the amounts as specified below. Carrier Rating shall be Best’s Rating of A-VII or better or its equivalent. Only certificates of insurance from companies licensed to do business in the Commonwealth of Pennsylvania.

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(c) Such Certificates or other documents must be approved in writing by the Township before Dranoff provides any services under this Agreement. (d) All insurance coverage which Dranoff is required to provide for the Agreement shall be maintained in full force and effect from the date required hereunder until the termination of this Agreement. (e) All policies shall provide for a minimum of thirty (30) days prior written notice to the Township Finance Department, Purchasing Division, before cancellation or material change by the insurance company writing the policy. If such notice is not provided for within the basic terms of the policy, it shall be provided by endorsement or notation in the certificate. (f) Dranoff shall have all liability policies other than Worker’s Compensation and Professional Liability designated “additional insured required” written or endorsed to include the following as additional insureds: Township of Lower Merion and AMTRAK. SEPTA is to be listed on the insurance certificate as an “Additional Insured” on all applicable liability coverage excluding Workers Compensation with respect to this project and the “Named Insured” on Railroad Protective Liability Coverage. (g) All policies wherein the parties designated in subparagraph (g) above are included as additional named insureds shall contain a waiver of liability for the payment of premiums covering these additional insureds. (h) Dranoff shall, as an express condition of payment under the Agreement, provide and maintain at its own cost and expense, the following kinds and amounts of insurance, with minimum limits of liability, not less than those specified below: (i) Workers Compensation Insurance. As required by the applicable laws of the Commonwealth of Pennsylvania. Dranoff shall maintain during the life of this Agreement Workers’ Compensation Insurance for their employees. Coverage must be in accordance with statutory requirements and include Employer’s Liability. (ii) General Commercial Liability Insurance (excluding vehicles). $10,000,000 Combined Single Limit (Bodily Injury and Property Damage) per occurrence. The General Commercial Liability Policy shall include Broad Form Contractual Liability Coverage. The certificate or policy will state the coverage applies to the Agreement described as Ardmore Transit Center Project. (iii) Railroad Protective Liability. Combined Single Limit per occurrence: $2,000,000; Annual Aggregate: $6,000,000. Dranoff may obtain such insurance through Amtrak. (iv) Pollution Liability. Combined Single Limit per occurrence: $2,000,000; Annual Aggregate: $2,000,000. (v) Vehicle Liability. $1,000,000 Combined Single Limit (Bodily Injury and Property Damage) per occurrence.

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(i) Dranoff shall either require each subcontractor to procure and maintain the required insurance during the life of their subcontract or insure the activities of their subcontractors in its own policy. (j) To the extent SEPTA, Amtrak or the Commonwealth require insurance in excess of the above requirement, Dranoff shall meet such requests. (k) If Dranoff fails to maintain any of the insurance required under this Agreement, then, in addition to any other remedies available hereunder, at law or in equity, the Township may purchase such insurance, on behalf of Dranoff, in which event Dranoff shall reimburse the Township for the cost of such insurance, upon demand. (l) Dranoff shall not be obligated to carry property or builders risk insurance in connection with the Public Project. (m) To the extent not prohibited under the Township’s risk management policy, Dranoff shall be named as an additional insured under the Township’s liability policy for the Public Project. (n) To the extent not prohibited under the Township’s risk management policy, by Amtrak and SEPTA, the parties will use commercially reasonable efforts to minimize premiums under the required insurance policies which may include single policies of insurance for the entire Project with an appropriate allocation of premiums. 7.2 Waiver of Subrogation. The Township and Dranoff waive all rights against each other and their agents and employees for damages caused by fire or other perils to the Transit Improvements to the extent of insurance proceeds actually received in connection with such casualty, together with the amount of any deductible payments to be made with respect to such policies. The insurance policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly and whether or not the person or entity had an insurable interest in the property damaged. 7.3 Casualty. The Township and Dranoff shall promptly notify each other of any fire or other damage to any part of the Project. In the event of any serious damage to any part of the Project, Dranoff shall telephone the Township and comply with the Township’s insurance requirements. The Township and Dranoff shall telephone each other immediately if either party has knowledge that any hazardous substances or other contaminants are released on, about, under or in the immediate vicinity of the Project other than such substances as are commonly used or required by the plans and specifications to be used, provided such use does not violate any applicable law. Dranoff shall not settle any losses, complete loss reports or adjust losses on behalf of the Township or meet with any federal, state or local regulatory agency without the prior written consent of the Township. The Township and Dranoff shall notify each other promptly of any personal injury or property damage occurring to or claimed by any tenant or third party on or with respect to any part of the Project. Dranoff shall promptly forward to the Township upon receipt copies of any summons, subpoena or other like legal document served

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upon Dranoff relating to actual or alleged potential liability of the Township, Dranoff or the Project. 7.4 Indemnity. To the fullest extent permitted by law, Dranoff shall indemnify and hold harmless the Township, its agents and employees from and against any and all claims, demands, actions, fines, penalties, liabilities, losses, taxes, damages, injuries and expenses (including, without limitation, reasonable attorneys’ fees and costs at the pretrial, trial, and appellate levels) in any manner related to, arising out of or resulting from:(a) any failure of Dranoff to perform its obligations under this Agreement, to the extent arising from the fraud, bad faith, willful misconduct or gross negligence of Dranoff and provided such failure was not caused by events beyond the reasonable control of Dranoff or Dranoff ‘s affiliates; (b)

any acts of Dranoff beyond the scope of its authority under this

(c)

any acts or omissions of Dranoff in connection with the Private Project;

Agreement;

(d) any injury, damage or death to Dranoff, its officers, directors, partners, employees, agents and other representatives; or (e)

any injury, damage or death to any independent contractors of Dranoff.

Such obligation of Dranoff shall not be impaired by reason that a party indemnified hereunder is found to have contributed in part to such claim, loss, liability, damage, cost or expense. In addition, Dranoff shall execute, and shall require all persons working on its behalf, including but not limited to its employees, agents, servants, contractors, and subcontractors’ employees, on Amtrak property to execute the “Indemnity from Contractors Performing Design or Engineering Functions,” in form and subject agreed upon between Amtrak and Dranoff (and such other instruments as shall make Dranoff, not the Township, responsible for any environmental indemnities required by the Transit Authorities). So long as funds are available and SEPTA consents, the Township shall make funds from the FTA Grant No. PA-030385 available to Dranoff to be used in connection with any risk fees or deductibles incurred by Dranoff in connection with such indemnification. The rights and obligations of indemnity described in this Section 7.4 shall not be exclusive and shall be in addition to such other rights and obligations as may be otherwise available at law or in equity. This Section 7.4 shall survive termination or expiration of this Agreement. ARTICLE 8.

FUTURE DEVELOPMENT IN ARDMORE

The Township recognizes that the RFP solicited development proposals for property in Ardmore that is not the subject of this Development Agreement, and that Dranoff’s response to

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the RFP included redevelopment proposals for the Township parking lot known as the “Cricket Lot” and for the Township parking lot known as “Ardmore West,” (redevelopment of the Cricket Lot and the Ardmore West Lot are referred to herein as the “Future Phases”), and that Dranoff was selected the developer with whom the Township would commence negotiations to be the master developer of the Project and Future Phases. Provided that (i) Dranoff is not in default under this Agreement following the giving of all applicable notices, if any, and the expiration of all applicable grace periods, and (provided, however that, solely for purposes of this Article 8, the grace period under Section 6.2(a) shall be no longer than 180 days), and (ii) the Project is within the Budget (provided, however, the Project shall be deemed to be within Budget if any shortfalls are not obligations which the Township is required to satisfy with its own funds), the Township in good faith agrees to negotiate exclusively with Dranoff with the goal of entering into a development agreement for the Future Phases, for a period expiring five (5) years after the date the Commencement Certification, as defined in Article 1 hereof, is permitted to be issued as such 5-year period shall be extended by reason of an Event of Force Majeure as set forth in Section 2.1 hereof that occurs following the commencement of construction (the “Exclusive Negotiating Period”). Such development agreement, if any, would contain such terms and conditions as are acceptable to Dranoff and the Township and would provide: (i) that any purchase price required to be made by Dranoff to the Township for any purchase of the real property constituting the Future Phases shall not be more than the amounts set forth on Exhibit “G,” and (ii) a legal structure that will permit Dranoff to construct residential condominiums for sale to third parties as separate condominium units on the Cricket Lot. In the event that, following negotiations, the Township and Dranoff are unable to reach agreement within the Exclusive Negotiating Period, neither the Township nor Dranoff shall have any further obligations in connection with the Future Phases. This Article 8 shall survive termination of this Agreement following completion of Dranoff’s obligations under Section 6.1 hereof. ARTICLE 9.

MISCELLANEOUS.

9.1 The Township agrees to work with Amtrak to relocate property lines of the Township Site and the Amtrak Site so that the Private Project is located entirely on the Amtrak Site and the Public Project is located entirely on the Township Site. Any such lot line relocation shall be in accordance with all applicable laws and regulations, and shall not result in a diminution of the total land area owned by the Township. 9.2

This Agreement shall supersede and replace the Letter of Intent.

9.3 It is understood and agreed that nothing contained in this Agreement or the performance hereof shall be construed as creating any employment relationship whatsoever between the Township and employees of Dranoff. Therefore, none of Dranoff or any of its respective employees is or shall be deemed to be employees of the Township. Dranoff agrees to indemnify, reimburse, defend and hold the Township harmless from and against all costs and expenses (including, without limitation, all court costs and reasonable attorney’s fees) properly incurred or paid by the Township in enforcing this Agreement against Dranoff (whether or not litigation is commenced) or in appearing in any bankruptcy, reorganization receivership or similar proceeding of Dranoff as permitted hereunder. All communications, notices and exchanges of information contemplated herein or required or permitted to be given in connection with this Agreement shall be in writing, and shall be deemed to have been given and to be

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effective (i) when delivered personally (including delivery by express or courier services), (ii) if sent by the United States Postal Service as registered or certified mail, postage prepaid, return receipt requested, on the date received, or (iii) if sent by facsimile transmission, when transmitted, with confirmation, but not later than 5:00 p.m. local time of addressee (with request for assurance of receipt in a manner customary for communications of such type), provided that such communications, notices and exchanges are addressed or transmitted to the other party as follows: If to the Township:

Township Manager Township of Lower Merion 75 East Lancaster Avenue Ardmore, PA 19003-2323 Attention: Douglas S. Cleland Telephone: (610) 645-6102 Facsimile: (610) 649-0777

With a copy to:

Township Solicitor 75 East Lancaster Avenue Ardmore, PA 19003-2323 Attention: Gilbert High, Esquire Telephone: (610) 649-4000 Facsimile: (610) 649-0777

And to:

High, Swartz, Roberts & Seidel LLP Attn: Gilbert P. High, Junior, Esquire 40 East Airy Street Norristown, PA 19404 Telephone: (610) 275-0700 Facsimile: (610) 275-5290

And to:

Hangley Aronchick Segal & Pudlin One Logan Square, 27th Floor Philadelphia, PA 19103-6933 Attention: David M. Scolnic, Esquire Telephone: (215) 496-7046 Facsimile: (215) 568-0300

If to Dranoff:

Dranoff Properties, Inc. 3180 Chestnut Street Philadelphia, PA 19104 Attention: Carl E. Dranoff Telephone: (215) 222-3300 Facsimile: (215) 222-0764

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With a copy to:

Dranoff Properties, Inc. 3180 Chestnut Street Philadelphia, PA 19104 Attention: David Lebor, Esquire Telephone: (215) 222-3300 Facsimile: (215) 222-0764

Each party hereto shall have the right, by giving not less than five (5) days prior written notice to the other parties hereto, to change any address of such party for the purpose of notices under this Section. 9.4 This Agreement and the exhibits attached to it contain the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior agreements and understandings with respect thereto, including, without limitation, the RFP or the LOI. There have been no representations made by either party or understandings made between the parties with respect to the subject matter of this Agreement other than those set forth in this Agreement and the exhibits attached to it. 9.5 This Agreement may not be modified except by a written instrument duly executed by the parties hereto. 9.6 Failure by either party to enforce any of the provisions of this Agreement for any length of time shall not be deemed a waiver of its rights set forth in this Agreement. Such a waiver may be made only by an instrument in writing signed by the party sought to be charged with the waiver. 9.7 Time is of the essence with respect to all provisions of this Agreement, subject to the provisions of Section 2.1 hereof. 9.8 If any term or provision of this Agreement, or the application thereof to any person or circumstance shall, to any extent be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, or the application of such term or provision to any Person or circumstance other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be in force to the fullest extent permitted by law. 9.9 This Agreement may be executed in a number of identical counterparts, each of which constitutes an original, and all of which constitute, collectively, one agreement; provided, however, that in making proof of this Agreement, it shall not be necessary for any party to produce or account for more than one such counterpart. 9.10 This Agreement shall bind and inure to the benefit of the parties hereto and their successors and permitted assigns. 9.11 This Agreement may not be assigned by either party hereto without the prior written consent of the other party; provided, however, that Dranoff shall have the right to assign this Agreement, with prior written notice to the Township, to an entity that assumes this Agreement of which Dranoff or Carl Dranoff has Control. If this Agreement is assigned,

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Dranoff shall be released of all liability hereunder except for liability for expenses under Section 5.2 and, solely for claims for events that occurred prior to the date of assignment, the indemnity in Section 7.4. 9.12 The Township shall not unreasonably delay acting upon written requests requested to the extent such requests are capable of being granted by Township administrative staff and do not require the approval of the Board of Commissioners, any committee thereof, or any other administrative body of the Township other than Township staff consisting of, or under the control of, the Township Manager. 9.13 If any date for the performance of any obligation by the parties or for the delivery of any instrument or notice falls on a Saturday, Sunday, or federal holiday, then compliance with such obligation or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday, or federal holiday. 9.14 This Agreement shall be governed, interpreted, construed, and enforced under the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws rules. 9.15 The individuals executing this Agreement on behalf of each of the respective parties represent and warrant that the execution and performance of this Agreement by such party has been duly authorized by all applicable laws and regulations and all necessary corporate action, and that this Agreement constitutes the valid and binding obligation of such party, enforceable in accordance with its terms. 9.16 Dranoff acknowledges and agrees that the Township does not have any authority to bind any third party, including, without limitation, SEPTA or Amtrak. Dranoff shall not have a right to bring a claim against SEPTA or Amtrak under this Agreement. The Township shall have no liability for any action or inaction of SEPTA or Amtrak, and neither SEPTA nor Amtrak shall have any liability for any action or inaction of one another or the Township.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written. TOWNSHIP OF LOWER MERION

By: Name: Title:

________________________________

By: Name: Title:

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LIST OF EXHIBITS Exhibit A – Township Site Exhibit B – Amtrak Site Exhibit C – Schedule Exhibit D – Budget Exhibit E – Intentionally Omitted Exhibit F – Conceptual Design Exhibit G – Prices of Future Phases

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EXHIBIT “C” Milestone

Date

Execute Amtrak/Dranoff Agreement of Sale

June 30, 2010

Making of initial application for Land Development Approvals

March 31, 2011

Closing on Amtrak Property Acquisition

Within the time period required by the Amtrak/Dranoff Agreement of Sale, as the same may be extended by Amtrak December 31, 2012

Commencement of Construction of Project Substantial Completion of Construction of Project

Four Years from the Commencement of Construction

Except for the date set forth for closing under the Amtrak Agreement of Sale as set forth above, the dates set forth in this Schedule are subject to extension by reason of Events of Force Majeure as set forth in Section 2.1 hereof. Notwithstanding the above, nothing shall preclude the Township’s rights under this Agreement to terminate this Agreement or to require performance of Dranoff’s obligation to pay Reimbursable Expenses which Dranoff owes to the Township pursuant to this Agreement if the Amtrak Agreement of Sale is not executed and delivered on or before June 30, 2010, as more fully provided in Sections 1.1(c) and 5.2 hereof.

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EXHIBIT “G” Parcel Cricket Ardmore West

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Purchase Price $2,000,000 $1,000,000

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