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DEVELOPMENT AGREEMENT

THIS DEVELOPMENT AGREEMENT (this Agreement) is made and entered intoas of this _____ day of _________, 2009 (the Effective Date), by and between TOWNSHIPOF 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 ., acorporation 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 inArdmore, Lower Merion Township, Montgomery County, Pennsylvania, more particularlydescribed 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, theTownship solicited proposals for redevelopment of several parcels in Ardmore, Pennsylvania,including, without limitation, the Township Site. The RFP requested, among other things, thatpotential redevelopers submit proposals for a portion of the overall redevelopment encompassingredesign and redevelopment of a train station together with commercial, residential, parking andother uses to be proposed by potential redevelopers.

C. Dranoff presented the winning proposal and became the successful bidder inresponse 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 overallredevelopment.

D. For the first phase of the overall redevelopment, Dranoff has proposed toconstruct a mixed-use project integrated with a new train station and other improvements thatinclude retail, office and residential uses, including a mini main street, in part on landidentified on Exhibit B attached hereto and made a part hereof (the Amtrak Site) owned byNational Railroad Passenger Corporation (Amtrak) and leased to the SoutheasternPennsylvania Transportation Authority (SEPTA) and in part on the Township Site. The mini-main street shall connect to the existing Station Avenue and is anticipated to become, at theoption of the Township, a public street. Dranoff has further proposed to construct a parkinggarage (the Garage) to be located on the Township Site in order to provide parking for theProject, as defined below.

E. On or about November 10, 2008, the Township issued, in conjunction withSEPTA, a Request for Proposal for Architectural/Engineering Design Services for ArdmoreTransit Center Facilities, FTA Grant No. PA-03-0385, dated November 10, 2008 (the A&ERFP) pursuant to which the Township solicited proposals for such services for certain transit-related improvements, including the Garage and the train station, as more particularly describedin the A&E RFP (the Transit Improvements), together with related improvements and

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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. TheTransit Improvements, including the Garage, are collectively referred to herein as the PublicProject, and Dranoffs mixed-use, retail, office and residential improvements, including theparking 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 Projectand 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 connectingLancaster 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 facilitiescommuter facilities including waiting and toilet rooms on the first floor and 2floors 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 underpassproviding ADA accessible routes;

New streetscape improvements such as landscaping, paving, crosswalks andlighting;

New bus intermodal transfer facilities;

New high-level passenger platforms approximately 530 feet long adjacent tothe outside (in-bound and out-bound) tracks 1 and 4;

New low-level passenger platforms approximately 200 feet long for emergencyaccess 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 providedfrom public sources. These sources include, but are not limited to, a $5.8 Million federal transitgrant (the FTA Grant No. PA-03-0385) and matching funds, a grant of up to $10 Million fromSEPTA (the SEPTA Grant), a Redevelopment Assistance Capital Program Grant of at least $6Million (the RACP Grant), and a Montgomery County Community Revitalization ProgramGrant of $250,000 (the MCCR Grant).

I. The Township has entered into agreements with SEPTA and Amtrak with regardto the Transit Improvements. Such agreements include, without limitation, (a) an Agreementdated August 15, 2005, between the Township and Amtrak regarding the provision of services byAmtrak and reimbursement of costs to Amtrak in relation to the Project (the PreliminaryEngineering Agreement); and (b) a Funding Agreement dated May 8, 2006, between SEPTAand the Township, as amended (such agreement, as the same has previously been and mayhereafter be amended, the Funding Agreement), pursuant to which SEPTA has agreed, underand subject to a Master Funding Agreement, to fund a portion of the FTA Grant No. PA-03-0385to the Township, on a matching basis pursuant to which SEPTA would fund up to 80% of thePublic Project costs and the Township would fund up to 20% of such costs, up to a total amountof $7,000,000.

J. The Township has engaged A&E Consultants and intends to engage such otherarchitects, engineers, contractors, building managers and other consultants as may be necessaryfor the planning, design, development and operation of the Public Project (any such persons orentities engaged from time to time by the Township, the Consultants).

K. Amtrak, SEPTA, Dranoff and the Township are engaged in discussions regardingfinancing, construction and operation of the Garage and other improvements. Amtrak andDranoff 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 Projectwith 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 theplanning, design, development, construction and operation of the Public Project and the PrivateProject.

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

ARTICLE 1. THE PRIVATE PROJECT.

1.1 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 amodification of the existing lease between SEPTA and Amtrak to permit Dranoff to enter intothe Amtrak Acquisition Agreement and construct the Project. The Township shall have the rightto review and approve all provisions in the Amtrak Acquisition Agreement which are the subjectof the Townships approval rights by law or as agreed to in writing by the parties, such approvalnot to be unreasonably withheld, conditioned or delayed unless a different standard for suchapproval is otherwise specified by law. At closing under the Amtrak Acquisition AgreementDranoff shall grant the Township an option (the Option) to purchase the Amtrak Site for apurchase price of One Dollar ($1.00) in the event that construction of the Private Project has notcommenced or a notice to proceed has not been issued by Dranoff under the constructioncontract for construction of the Private Project (a Notice to Proceed) within three (3) yearsfrom the date of such closing; provided, however, that such three-year period shall be extendedto 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 Recorders Office);provided, however, that the Option shall contain language providing that upon the earlier of thevisible commencement of construction of the Private Project or the issuance of a Notice toProceed, as evidenced by a certification of such commencement or Notice to Proceed (theCommencement Certification) executed by Dranoff and recorded in the Recorders Office, theOption shall be of no further force or effect. Contemporaneously with the execution of theOption, the Township will deliver a Termination of Option to Dranoff in recordable form, whichmay be recorded by Dranoff upon the date Dranoff executes the Commencement Certification inrecordable form. The term to the extent caused by a delay by the Township shall beinterpreted with reference to the following example: if the Township is deemed, for example, tobe responsible for 10% of a delay, then the three year period shall be extended for 10% of theperiod of the overall delay. Dranoff shall notify the Township reasonably promptly followingcommencement 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 asconditions to the Townships obligations to proceed with the Project and Dranoffs right to drawfunds under the construction financing, Dranoff shall cause its mortgage lenders to enter into an

agreement, which shall be recorded in the Recorders Office, that if such lender commences anaction in foreclosure (or other action pursuant to which, if completed, will cause the mortgagorto lose possession of or title to the Amtrak Site), the Township shall have the reasonable right toassume the loan and complete the Project on terms reasonably acceptable to the mortgage lenderwhich 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 Townships obligations under this Agreement, theAmtrak 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, theTownship shall have the right to assume Dranoffs obligations under the Amtrak AcquisitionAgreement 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 Agreementcontaining the provision required by this Section 1.1(c), either the Township or Dranoff shallhave the right to terminate this Agreement, and if either party exercised such right, neither partyshall have any further obligations hereunder except for the reimbursement and indemnityobligations under Sections 7.4 and 5.2 hereof.

1.2 Construction of Private Project.

(a) Dranoff agrees to promptly begin and diligently prosecute tocompletion the design and construction of the Private Project in a good and workmanlike mannerin accordance with this Agreement and with the Schedule.

(b) The Township shall have the right, but not the obligation, to inspect theconstruction of the Private Project for the purpose of determining material conformity with theApproved Plans, as defined below. In the event that the Township discovers construction that isnot substantially in accordance with the Approved Plans, and Dranoff fails to cure such failurewithin thirty (30) days of receipt of written notice from the Township, provided that if suchfailure is not capable of being cured within such thirty (30) day period, the time period for curingshall be extended for up to 365 days so long as Dranoff promptly commences to cure the failureand thereafter diligently prosecutes such cure to completion, such failure shall constitute anEvent of Default and the Township shall be entitled to exercise the remedies set forth in Section6.3 hereof.

(c) Dranoffs obligation to perform under subsection 1.2(a) above andconstruct the Private Project is contingent upon the following conditions (the Conditions):

(i) Dranoff shall have received a title insurance policy covering theAmtrak 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 obtainedfinancing commitments for the Private Project, and the funds under the financing commitmentsshall 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 thefinancing 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 beforeDecember 31, 2012, either the Township or Dranoff shall have the right to terminate this

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Agreement, and if either party exercises such right, neither party shall have any furtherobligations hereunder except for the reimbursement and indemnity obligations under Sections7.4 and 5.2 hereof.

1.3 Dranoffs Right to Terminate. If, despite Dranoffs reasonable commercialefforts, the Conditions are not met by the dates set forth in the Schedule, as the same may beextended hereunder, Dranoff shall have the right to terminate this Agreement by sending writtennotice to the Township within sixty (60) days of the date set forth on the Schedule for therelevant condition, and thereafter neither party shall have any further obligations or liabilities tothe other hereunder except with respect to those obligations hereunder which expressly surviveany 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 tobring an action for non-payment of sums due and unpaid under this Agreement in accordancewith and subject to the provisions of Article 5 hereof, if Dranoff is obligated to pay such sumshereunder. The terms of Section 7.4 shall also survive the termination or expiration of thisAgreement.

1.4 Design Parameters.

(a) The parties acknowledge that the conceptual design set forth onExhibit F attached hereto and made a part hereof is consistent with their expectations as of thedate of this Agreement. Without limiting the Townships ability to approve the plans andspecifications for the land development approvals consistent with the PennsylvaniaMunicipalities Planning Code, Lower Merion Township Zoning Code and all other Laws (noneof which shall be deemed to occur under this Agreement but rather in the ordinary courseaccording to the Townships practice and procedure), the Township shall have the right toapprove final plans for the Project (the Approved Plans); provided, however, that theTownship 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 attachedhereto 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 beingunderstood that such review is for the Townships own purposes and not to be construed as arepresentation or warranty that the Private Project has been designed or constructed inconformance with applicable Laws. Dranoff shall remain solely responsible to review andapprove, 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 thisAgreement shall in any way be construed to constitute an approval of the plans andspecifications for purposes of land development, zoning, building codes, the MunicipalitiesPlanning Code, or any other Laws for any other purpose whatsoever except for compliance withthis Agreement.

(b) In addition to all other Township approvals, the Township shall havethe right to approve, in its reasonable discretion, (i) the design of any material elements of thePrivate 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 tothe 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 Controlupon the occurrence of certain events under the organizational documents, then prior to theexercise of such right, the Township shall have the right to approve the substitute manager of thedevelopment of the Project if such partners do not have personnel reasonably capable of performing Dranoffs 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 otherthan entities owned or Controlled by Dranoff or Carl Dranoff. The term Control shall meanthat the entity shall be the general partner of a partnership or shall be a member, shareholder, orother stakeholder, in any such case, with the power to direct the management and affairs of theenterprise.

(c) Dranoff shall consult with the Township regarding the selection of allarchitects, engineers, contractors and other professionals to be engaged in connection with thePrivate 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 Townshipand will include residential units. Dranoff shall provide a diversity of housing types, and at least10% 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 willmeet the everyday needs of a socio-economically diverse neighborhood. Retail uses shall beconsistent with the Ardmore Merchandizing Mix and Retail Strategy and should includeprimarily independent retailers or local chains.

ARTICLE 2. COMBINED BUDGET AND SCHEDULE FOR PUBLIC ANDPRIVATE PROJECTS; ZONING AND FINANCING

2.1 Schedule. In consultation with the Township, the A&E Consultants, SEPTAand Amtrak, Dranoff shall (i) prepare and update, as required or permitted hereunder, adevelopment, permitting, financing, design and construction schedule for the entire Project (theSchedule); and (ii) monitor and make oral reports and written reports to the Township, SEPTAand Amtrak as reasonably required or as is reasonably necessary as to the progress of the Projectcompared to the Schedule. The initial Schedule is attached hereto as Exhibit C and made apart hereof. If Dranoff believes that revisions to the Schedule are necessary as the Projectprogresses, Dranoff shall provide a written proposal to the Township, which proposal shallinclude an explanation of the justification for the proposed changes. The Township shall reviewand 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 Dranoffs activities, unavailability of funds,fire or other casualty (such event, an Event of Force Majeure), but not including the loss of orfailure to obtain tenants, the Schedule shall be extended as necessary, in the Townshipsreasonable discretion; provided, however, that such extensions, cumulatively, shall in no eventexceed seven hundred thirty (730) days and provided, further, that Dranoff shall notify theTownship 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 andredevelopment shall comply with zoning and all other applicable Township ordinances, landdevelopment procedures, and future amendments thereto. The Project and all plans and designsmust 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 thisAgreement, amendments to the Township zoning ordinance will be required. The Township andDranoff agree to use reasonable efforts to work cooperatively to create a project that meetszoning and land development approval requirements. The Township recognizes that Dranoff may request amendments to the Townships current ordinances or waivers in order to make theProject feasible or more compatible with a transit oriented development, and Dranoff shall havethe right to terminate this Agreement in the event that amendments to the Townships currentordinances which are reasonably necessary for the construction of the Project are not obtained onor before June 30, 2012. In no event shall approval of this Agreement be construed as amodification of, or an agreement to modify, the zoning ordinance.

(b) The Township shall, to the extent consistent with the Townships legalobligations, work cooperatively and expeditiously with Dranoff in securing approvals andpermits 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 greenbuilding certification. Dranoff shall incorporate walkability into its planning and design,encouraging pedestrian-friendly connections between Suburban Square and the Ardmoreresidential and business districts and along Lancaster Avenue and adjacent roadways.

(d) Dranoff shall work with the Townships Historical ArchitecturalReview Board (HARB) to obtain non-binding feedback on how best to integrate and tocomplement 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 Projectas a whole, and shall prepare and submit to the Township for approval, as and when reasonablyrequested 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 directand indirect costs for development of the Public Project and the Private Project. The Townshipand Dranoff acknowledge and agree that as of the date hereof the Budget attached hereto asExhibit D and made a part hereof is approved for the Project as a whole (such budget, asmodified from time to time pursuant to the terms of this Agreement, the Budget). Dranoff shallperiodically update the Budget and submit it to the Township for the Townships reasonableapproval. 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 finalversion of the Budget (the Final Budget).

2.4 Financing and Funding.

(a) Dranoff shall be responsible to provide from its own resources or thoseof 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 grantfunding from other sources. The parties recognize that governmental and private bodies maycommit grants or other financial assistance to facilitate the Project. Such assistance may includegrants from the federal, state or county government for the construction of the new TransitCenter and related infrastructure (including infrastructure to bring the stations facilities intocompliance with the ADA); historic tax credits or low-income tax credits, as may be determinedby 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, atno out-of-pocket cost to the Township, with Dranoffs efforts to identify and obtain suchassistance.

(b) Dranoff shall continually demonstrate to the satisfaction of theTownship 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 andprivate 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 alsorequire particular bidding processes and other conditions precedent to obtaining funds. By wayof 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 requirecompliance with the Separations Act, requirements to pay prevailing wages, and otherrequirements applicable to public projects generally. Dranoff acknowledges that, as a conditionto 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 anyliability arising from Dranoffs failure to comply with this Section 2.3. It is anticipated that theTownship will administer funds coming from public sources. Prior to the start of construction oneither 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 theallocation of those funds to the various parts of the Project (the Sources and Uses), with theexpectation 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 willpromptly make the funds which are designated for the Private Project under the Sources andUses but under the control of the Township available to Dranoff upon receipt of writtenapplications therefor from Dranoff and compliance with the requirements of the applicablefunding source and disbursement conditions generally required by lending and grant sources forsuch draw.

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2.5 Land Payment. Dranoff shall pay or cause to be paid to the Township, for useof the Townships land for the Project One Million Dollars ($1,000,000.00) (Land Payment),and the Townships sole obligation to contribute to the cost of the Project shall be to apply anamount equal to the Land Payment actually received.

ARTICLE 3. DEVELOPMENT MANAGEMENT SERVICES FOR THE PUBLICPROJECT.

3.1 Development Management. The Township hereby engages Dranoff to performdevelopment services with respect to the coordination, administration and management of theplanning, design, development, financing and construction of the Public Project, and thecoordination of the Public Project with the Private Project, which services shall include thosedescribed in this Agreement.

3.2 Standard of Care. Dranoff agrees to perform the services required to beperformed of it hereunder, and such other services as the Township may reasonably request, in amanner at least equivalent in quality and efficiency to other experienced, first class developersperforming similar services for projects of like kind and size as the Project in the MetropolitanPhiladelphia area, exercising its commercially reasonable efforts, skill and expertise in the bestinterest of the Township.

3.3 Authority. Notwithstanding anything contained herein to the contrary, in noevent shall Dranoff have the right or authority, express or implied, to commit or otherwise bindor obligate the Township to any obligation or to make any expenditure, unless Dranoff isexpressly authorized to do so in writing by the Township or is otherwise expressly authorized todo 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 approachesfor completion of the Public Project.

(b) Consult with and advise the Township as to the Townships selection of the Consultants, including a construction manager for the Public Project (the CM) and assist inthe negotiation of agreements with the Consultants and the CM, which shall be subject to theTownships reasonable approval. Dranoff understands and agrees that the design andconstruction 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 theFederal Railroad Administration (the Transit Agencies), may require certain laws, regulationsand procedures (collectively, the Transit Requirements) to be followed in connection with thePublic 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, theSEPTA 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 tocomply with the Transit Requirements.

(d) Coordinate, in consultation with the Township, the preparation by theA&E Consultants of all plans, specifications and drawings (and any amendments thereto) for thePublic Project, and in particular the connection with and coordination between the Public Projectand the Private Project, it being understood that all such plans, specifications and drawings andamendments thereto shall be subject to the approval of the Township and one or more of theTransit Agencies. Dranoff shall assist such A&E Consultants in the development of the designfor the Public Project, and Dranoff shall render its commercially reasonable advice and judgmentas to designs, selection of materials, building systems and equipment, relative constructionfeasibility, construction documents, availability of materials and labor, time requirements forinstallation and construction and factors relating to cost, including securing cost of alternativedesigns 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 thePublic Project.

(f) Obtain, to the extent not required to be obtained by the A&EConsultants, 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 inconnection with them, to be promptly furnished to the Township; and Dranoff shall keep theTownship fully apprised of the status of processing of the licenses, approvals and permits.

(g) To the extent reasonably requested by the Township, in coordinationwith 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 regardingcontracts for work contemplated in connection with the Public Project.

(h) To the extent reasonably requested by the Township, coordinate theservices of the A&E Consultants, any other Consultants and the CM for both the Public Projectand 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 obtainreleases of liability under the Pennsylvania Land Recycling and Environmental RemediationStandards 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 TransitImprovements. No change order shall be made in any bid, contract, subcontract or purchaseorder without the prior written consent of the Township and SEPTA (provided, however, that theTownship and Dranoff may establish a mechanism for field approval by Dranoff of minorchange 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, atsuch times and places as shall be appropriate to render periodic oral and written status reports onthe progress of any work; send to the Township promptly after receipt and, in no event less oftenthan 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, withoutlimitation, communications from Transit Agencies and copies of all payment requests; andtimely advise the Township, SEPTA and Amtrak of, and the Township may approve, conduct orparticipate in, any significant negotiations that may be conducted with any Transit Agency, theCM or any other Consultants.

(l) Provide all required accounting functions for the construction of thePublic Project, including, without limitation, the review and analysis of funding and paymentrequests during the course of any construction.

(m) Exercise diligent efforts to cause the Public Project to be developed andconstructed in accordance with the Budget and the Schedule approved by the Township, asamended from time to time with the Townships reasonable written approval.

(n) Monitor and use reasonable diligence and reasonable efforts to requirethat all Consultants and the CM comply with all of the terms of their contracts and all applicablelaws, ordinances, rules, regulations and restrictions governing the construction of the PublicProject, including the Transit Requirements.

(o) Take reasonable action to assure that all material and equipmentfurnished and used for permanent installations shall be new and as specified, and use reasonableefforts to require all contractors to cause all materials or other parts of their work to be readilyavailable 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 equipmentwhich are to be part of their work are free of any lien or security interest in favor of any otherparty (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 andto 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 generalmonitoring and reports on the progress of all portions of the Project, including, withoutlimitation, 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 thatDranoff is not a design professional and is not acting as such, and therefore is expecting themonitoring to be that typically performed by project managers rather than architects.

(r) Cause all contracts and subcontracts to provide for the general securityand 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 toperform in a timely manner so that the Project as a whole can be completed in accordance withthe Schedule in effect from time to time.

(t) To the extent reasonably requested by the Township, prepare andnegotiate such contracts, easements, licenses and other agreements as are necessary or desirablefor the provision of water, sewer, gas, electric, telephone and other utilities (collectively, Accessand Utility Agreements), in capacities adequate for the development and use of the TransitImprovements for their intended purposes. Dranoff acknowledges that all easements must beexecuted by the Township to be binding upon the Township.

(u) Take such action as may be necessary to cause the Public Project tocomply with any law, statute, ordinance, resolution, rule, regulation, order or determination byany governmental authority or any board of fire underwriters (or other body exercising similarfunctions), or any recorded restrictive covenant or deed restriction, including without limitation,all applicable zoning ordinances and building codes, flood disaster laws, health andenvironmental laws and regulations, and laws and regulations governing accessibility by thedisabled.

(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, oragainst the Township, the Transit Agencies or Dranoff, with respect to the Project. TheTownship 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 (inconjunction with the Townships Consultants if applicable under their respective contracts) withrespect to monthly construction applications for payment prepared by contractors,

subcontractors, architects and engineers, and advise the Township of the proper amountspayable, and prepare such documentation as is reasonably required to monitor constructiondraws.

(x) Perform such other services as are normal and customary forexperienced, first class developers to perform on projects of like kind and size as the TransitImprovements and the Project as a whole.

3.5 Cooperation. The Township agrees to work cooperatively with Dranoff toaccomplish the goals of this Agreement, and both parties agree to work collaboratively andcooperatively 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 mannerprovided in this Agreement, the above-ground portion of the Garage shall consist of at least fivehundred (500) parking spaces. The Township shall manage the portion of the Garage aboveground, 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),

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except that if Dranoff fails to perform maintenance, the Township shall have the right to performsuch maintenance and invoice Dranoff for the cost thereof. Dranoff and the Township shall enterinto an agreement more fully explaining the management and operations (including themaintenance obligations) of the Garage, provided that Dranoff shall not have any financialobligations 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 arrangethe warranties to permit either Dranoff or the Township to enforce warranties related to theGarage.

It is also expected that the Township, Amtrak and SEPTA will enter into anagreement regarding the parking spaces to be used by Amtrak and SEPTA, and Amtrak andSEPTAs obligations to contribute toward reserves and operating expenses.

Shared parking shall be permitted in accordance with the applicable zoningregulations, and the parties shall consider some parking spaces as potentially useable for multiplepurposes. By way of example and not limitation, some parking spaces currently available to theTownship employees, the Township vehicles or both, will be eliminated by the Project. Theseparking spaces will need to be replaced and supplemented, but many such parking spaces may beuseable by other users outside of the core weekday business hours, when the Township personnelor vehicles require the parking spaces, and thus could satisfy other parking requirements inconnection with the Project.

4.2 Traffic. To the extent not performed by the A&E consultants, and if requiredas a part of the land development process, Dranoff shall conduct traffic impact studies todetermine the cumulative effect and impacts of the Project, and shall provide traffic andpedestrian improvements to address identified traffic and pedestrian needs.

Dranoff shall incorporate traffic calming and pedestrian safety measures into itsdesigns for Lancaster Avenue and adjacent roadways impacted by development. Dranoff shallidentify and make appropriate provisions for delivery and trash collection vehicles duringconstruction, as well as after Project completion for the non-residential portions of the PrivateProject. Dranoff and the Township shall engage in preplanning for parking during construction.

4.3 Additional Connections. Dranoff shall improve pedestrian access acrossLancaster Avenue and other nearby roads with pavement changes and other features. Certainoffsite 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 percentand a general and administrative fee of two and one-half percent of the cost of the entire Project(collectively, the Developers 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 Privateportions of the Project under this Agreement. The Developers Fee shall be paid as follows:50% upon commencement of construction of the Public Project, and the remainder monthly overthe 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 eachpayment due to Dranoff in accordance with this Section until the project is 50% complete, withno further withholding of additional retainage (but continuation of withholding of the previouslywithheld 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 paymentof any further unpaid fee.

5.2 Expenses. Dranoff shall reimburse the Township for the Townships third-party professional service costs reasonably and actually incurred in connection with the landdevelopment process outlined in this Agreement, including but not limited to costs incurred tonegotiate agreements with Dranoff, including without limitation, the Amtrak AcquisitionAgreement and this Agreement, incurred after March 1, 2008 through the date hereof. If, butonly if, neither Dranoff nor the Township terminates this Agreement prior to the earlier of thedate of execution of the Amtrak Acquisition Agreement or June 30, 2010 (as such date may beextended by mutual agreement of the parties, the Amtrak Agreement Deadline), Dranoff shallautomatically without further action be further responsible for such third-party professional feesand 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 FTAGrant No. PA-03-0385 or that are the responsibility of the Township to provide matchingfunds under such agreement or under a Matching Engineering and Design Grant. The termMatching Engineering and Design Grant, as used in the preceding sentence, shall mean anygrant or subsidy related to the Project, other than a loan which requires repayment, that requiresmatching funds and that covers engineering or design, but the term Matching Engineering andDesign 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, ashereinafter defined, occurs, the Township shall be reimbursed on the Reimbursement Date (orreasonably 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 feearrangements obtained by the Township. Dranoff shall pay amounts due at the earlier of (a) thefirst construction closing or construction draw on financing of the Private Project followingdelivery of professional services (the Reimbursement Date), or (b) termination of thisAgreement by Dranoff or termination of negotiations under this Agreement by Dranoff, exceptthat Dranoff shall not be liable for any such costs, expenses or fees if this Agreement, ornegotiations hereunder, is terminated by Dranoff (i) by reason of Dranoffs unwillingness togrant 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 anaction reasonably required for fulfillment of this Agreement or for performance or constructionof the Project; or (iii) because the Township is in default. This Section 5.2 shall survive thetermination 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 specificallyset forth herein Dranoff shall be responsible for all expenses incurred by Dranoff in connectionwith the performance of its obligations hereunder.

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(c) If the Township hires additional consultants for which Dranoff may beresponsible for fees under this Agreement, the Township shall consult with Dranoff regarding theselection of such consultants and the rates or amounts to be paid.

(d) The Township shall periodically provide copies of invoices regardingfees and expenses that are or may become Dranoffs responsibility under this Agreement, and if Dranoff promptly and reasonably objects to the invoices, the Township shall review suchinvoices with Dranoff.

(e) If, prior to the Reimbursement Date, funds from grants or subsidies notrequired to be repaid are received by the Township that (i) are not prohibited from being used topay 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 Townshipshall have the right to use such Eligible Funds for Reimbursable Expenses. If Eligible Funds arenot used to pay Reimbursable Expenses previously incurred or ascertainable in amount at thetime the grant funds become available for use, Dranoffs obligations under this Section 5.2 shallnevertheless be reduced dollar for dollar by the amount of Eligible Funds that were not used topay Reimbursable Expenses. In no event shall the dollar for dollar reduction under thissubsection (e) result in a reduction of Dranoffs obligations under this Section 5.2 that is, in theaggregate, less than zero.

(f) This Section 5.2 shall survive termination or expiration of thisAgreement.

5.3 Project Manager. Dranoff shall from time to time designate an individual,subject to the Townships approval, as the Project Manager having direct responsibility for theProject and the Transit Improvements. If any person so designated as Project Manager shallcease 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 goodbusiness reputation and substantial experience in the development of commercial propertiessimilar in product type and quality to the Public Project and who can devote to the Public Projectsuch amount of time as shall be required to be spent by the Project Manager to complete thePublic Project and the Project as a whole at the times required by the Schedule, as extended inaccordance with the provisions hereof. Dranoff shall cause each of its employees to devote somuch of their time and effort to the Transit Improvements as is necessary for Dranoff to performits obligations as required hereby throughout the term of this Agreement.

5.4 Owners Representative. Dranoff understands and agrees that the Township,SEPTA and Amtrak, individually or together, may retain the services of an owners

representative, engineer, inspector or other agent skilled at reviewing design and construction(each, an Owners Rep). Upon notice from the Township, SEPTA or Amtrak, Dranoff shallinteract with such appointed Owners 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 untilperformance of all the obligations of Dranoff hereunder has been completed or the earliertermination by either party in accordance with the terms hereof. Performance of Dranoffsobligations under this Agreement shall not be considered completed until such time as (a) allpermits, including final certificates of occupancy, have been issued for the Public Project and thePrivate Project, (b) the Township has received a certificate of completion from the A&EConsultants for the Public Project certifying that the Public Project has been completedsubstantially in accordance with the terms of this Agreement, and (c) all final lien releases havebeen received by the Township or other security posted reasonably acceptable to the Townshipso 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 thisAgreement, and such failure is not cured within thirty (30) days after the date of a notice fromthe 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, thetime period for curing shall be extended to 365 days (if the reason such cure is delayed is forreason other than Force Majeure) and 730 days (if the reason such cure is delayed is ForceMajeure, to run concurrently with any Force Majeure delay under Section 2.1) so long asDranoff promptly commences to cure the failure and thereafter diligently prosecutes such cure tocompletion; if a default by Dranoff under this Agreement causes material adverse consequencesto 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 PublicProject with any funds of Dranoff, or uses funds intended to be used for the Public Project forpurposes 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 notresume business within thirty (30) days (or 730 days if because of Force Majeure) after the dateof a notice from the Township;

(d) Dranoff fails to effect any necessary changes in accounting proceduresor 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 issubject to the entry of any order for relief against it in an involuntary case, or (iii) remains adebtor 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 thebenefit of creditors, or (vi) becomes insolvent, or (vii) is subject to the entry of an order for theliquidation of Dranoff;

(f) Any fraud, gross negligence or willful misconduct against the Townshipor the Transit Agencies is perpetrated by Dranoff; or

(g) The Project, or any milestone on the Schedule, has not been completedas set forth in the Schedule, as the same may be extended hereunder, and such failure is not curedwithin thirty (30) days after the date of a notice from the Township; provided, however, that suchmilestones 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, inaddition to all other rights and remedies specified under this Agreement, the Township shall havethe 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 hereunderexcept with respect to those obligations hereunder which expressly survive termination of thisAgreement;

(b) Exercise the remedy of specific performance;

(c) Exercise the Townships rights under the Option as the same arespecified and limited under Section 1.1(a);

(d) Discontinue payments of the Developers 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 Dranoffs right to the Exclusive Negotiating Period, asdefined below.

The exercise by the Township of any one or more of the remedies allowedunder 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, fordamages or otherwise, shall be permitted hereunder, and the Townships remedies againstDranoff shall be strictly limited to the remedies provided in clauses 6.3(a) through (e) above.

6.4 Township Default and Dranoffs Remedies. In the event that the Townshipfails to perform any of its obligations under this Agreement and such failure is not cured withinthirty (30) days after the date of a notice from Dranoff (provided, however, with respect to anymatter which is not reasonably capable of being cured within such thirty (30) day period, thetime period for curing shall be extended to one hundred twenty (120) days so long as theTownship 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 thisAgreement by sending written notice thereof to the Township, and thereafter neither party shallhave any further obligations or liabilities to the other hereunder except with respect to thoseobligations hereunder which expressly survive termination of this Agreement, or (b) specificallyenforce this Agreement. No other action against the Township, for damages or otherwise, shall

be permitted hereunder, and the Townships remedies against Dranoff shall be strictly limited tothe 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 Dranoffs possession or control, all agreements andguarantees from contractors and suppliers and other documents relating to the construction anddevelopment 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 tothe Public Project, all other property of the Township in Dranoffs possession, and such other of Dranoffs operating records and ancillary documents related to the development, construction ormanagement of the Public Project, together with a quitclaim assignment to the Township, withno 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 shalldeliver to the Township, to the extent in Dranoffs possession or control, all agreements andguarantees from contractors and suppliers and other documents relating to the construction anddevelopment of the Public Project and the Private Project, all books, records, accounts and filesfor the Public Project and the Private Project, all operating and maintenance agreements relatingto the Public Project and the Private Project, all permits relating to the Public Project and thePrivate Project, and such other of Dranoffs operating records and ancillary documents related tothe 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, titleand interest of Dranoff, if any, in and to such items.

ARTICLE 7. INSURANCE, INDEMNIFICATION AND LIABILITY.

7.1 Insurance.

(a) Dranoff shall take out and carry at its own cost and expense during theentire term of this Agreement, property damage (with respect to the Private Project) and generalpublic liability insurance (with respect to the entire Project) with required limits to protect bothDranoff and the Township from liability. Dranoff shall insure payment of compensation to itsemployees in accordance with the Workers 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 eachpolicy 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 theamounts as specified below. Carrier Rating shall be Bests Rating of A-VII or better or itsequivalent. Only certificates of insurance from companies licensed to do business in theCommonwealth of Pennsylvania.

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(c) Such Certificates or other documents must be approved in writing bythe Township before Dranoff provides any services under this Agreement.

(d) All insurance coverage which Dranoff is required to provide for theAgreement shall be maintained in full force and effect from the date required hereunder until thetermination of this Agreement.

(e) All policies shall provide for a minimum of thirty (30) days priorwritten notice to the Township Finance Department, Purchasing Division, before cancellation ormaterial change by the insurance company writing the policy. If such notice is not provided forwithin the basic terms of the policy, it shall be provided by endorsement or notation in thecertificate.

(f) Dranoff shall have all liability policies other than WorkersCompensation and Professional Liability designated additional insured required written orendorsed to include the following as additional insureds: Township of Lower Merion andAMTRAK. SEPTA is to be listed on the insurance certificate as an Additional Insured on allapplicable liability coverage excluding Workers Compensation with respect to this project andthe Named Insured on Railroad Protective Liability Coverage.

(g) All policies wherein the parties designated in subparagraph (g) aboveare 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 applicablelaws of the Commonwealth of Pennsylvania. Dranoff shall maintain during the life of thisAgreement Workers Compensation Insurance for their employees. Coverage must be inaccordance with statutory requirements and include Employers Liability.

(ii) General Commercial Liability Insurance (excluding vehicles).$10,000,000 Combined Single Limit (Bodily Injury and Property Damage) per occurrence. TheGeneral Commercial Liability Policy shall include Broad Form Contractual Liability Coverage.The certificate or policy will state the coverage applies to the Agreement described as ArdmoreTransit Center Project.

(iii) Railroad Protective Liability. Combined Single Limit peroccurrence: $2,000,000; Annual Aggregate: $6,000,000. Dranoff may obtain such insurancethrough 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 (BodilyInjury and Property Damage) per occurrence.

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upon Dranoff relating to actual or alleged potential liability of the Township, Dranoff or theProject.

7.4 Indemnity. To the fullest extent permitted by law, Dranoff shall indemnify andhold 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, andappellate 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 orDranoff s affiliates;

(b) any acts of Dranoff beyond the scope of its authority under thisAgreement;

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

(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 partyindemnified 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 itsbehalf, including but not limited to its employees, agents, servants, contractors, andsubcontractors employees, on Amtrak property to execute the Indemnity from ContractorsPerforming 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, responsiblefor any environmental indemnities required by the Transit Authorities). So long as funds areavailable and SEPTA consents, the Township shall make funds from the FTA Grant No. PA-03-0385 available to Dranoff to be used in connection with any risk fees or deductibles incurred byDranoff in connection with such indemnification.

The rights and obligations of indemnity described in this Section 7.4 shall notbe exclusive and shall be in addition to such other rights and obligations as may be otherwiseavailable 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 inArdmore that is not the subject of this Development Agreement, and that Dranoffs response to

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the RFP included redevelopment proposals for the Township parking lot known as the CricketLot and for the Township parking lot known as Ardmore West, (redevelopment of the CricketLot 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 themaster 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 iswithin the Budget (provided, however, the Project shall be deemed to be within Budget if anyshortfalls are not obligations which the Township is required to satisfy with its own funds), theTownship in good faith agrees to negotiate exclusively with Dranoff with the goal of enteringinto a development agreement for the Future Phases, for a period expiring five (5) years after thedate the Commencement Certification, as defined in Article 1 hereof, is permitted to be issued assuch 5-year period shall be extended by reason of an Event of Force Majeure as set forth inSection 2.1 hereof that occurs following the commencement of construction (the ExclusiveNegotiating 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 anypurchase price required to be made by Dranoff to the Township for any purchase of the realproperty constituting the Future Phases shall not be more than the amounts set forth on ExhibitG, and (ii) a legal structure that will permit Dranoff to construct residential condominiums forsale 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 theExclusive Negotiating Period, neither the Township nor Dranoff shall have any furtherobligations in connection with the Future Phases. This Article 8 shall survive termination of thisAgreement following completion of Dranoffs obligations under Section 6.1 hereof.

ARTICLE 9. MISCELLANEOUS.

9.1 The Township agrees to work with Amtrak to relocate property lines of theTownship 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 relocationshall be in accordance with all applicable laws and regulations, and shall not result in adiminution 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 theperformance hereof shall be construed as creating any employment relationship whatsoeverbetween 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 toindemnify, reimburse, defend and hold the Township harmless from and against all costs andexpenses (including, without limitation, all court costs and reasonable attorneys fees) properlyincurred or paid by the Township in enforcing this Agreement against Dranoff (whether or notlitigation is commenced) or in appearing in any bankruptcy, reorganization receivership orsimilar proceeding of Dranoff as permitted hereunder. All communications, notices andexchanges of information contemplated herein or required or permitted to be given in connectionwith 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, returnreceipt requested, on the date received, or (iii) if sent by facsimile transmission, whentransmitted, with confirmation, but not later than 5:00 p.m. local time of addressee (with requestfor 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 asfollows:

If to the Township: Township ManagerTownship of Lower Merion75 East Lancaster AvenueArdmore, PA 19003-2323Attention: Douglas S. ClelandTelephone: (610) 645-6102Facsimile: (610) 649-0777

With a copy to: Township Solicitor75 East Lancaster AvenueArdmore, PA 19003-2323Attention: Gilbert High, EsquireTelephone: (610) 649-4000Facsimile: (610) 649-0777

And to: High, Swartz, Roberts & Seidel LLPAttn: Gilbert P. High, Junior, Esquire40 East Airy StreetNorristown, PA 19404Telephone: (610) 275-0700Facsimile: (610) 275-5290

And to: Hangley Aronchick Segal & PudlinOne Logan Square, 27th FloorPhiladelphia, PA 19103-6933Attention: David M. Scolnic, EsquireTelephone: (215) 496-7046Facsimile: (215) 568-0300

If to Dranoff: Dranoff Properties, Inc.3180 Chestnut Street

Philadelphia, PA 19104Attention: Carl E. Dranoff Telephone: (215) 222-3300Facsimile: (215) 222-0764

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With a copy to: Dranoff Properties, Inc.3180 Chestnut StreetPhiladelphia, PA 19104Attention: David Lebor, EsquireTelephone: (215) 222-3300

Facsimile: (215) 222-0764Each party hereto shall have the right, by giving not less than five (5) days prior written notice tothe other parties hereto, to change any address of such party for the purpose of notices under thisSection.

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 prioragreements and understandings with respect thereto, including, without limitation, the RFP or theLOI. There have been no representations made by either party or understandings made betweenthe parties with respect to the subject matter of this Agreement other than those set forth in thisAgreement and the exhibits attached to it.

9.5 This Agreement may not be modified except by a written instrument dulyexecuted by the parties hereto.

9.6 Failure by either party to enforce any of the provisions of this Agreement forany length of time shall not be deemed a waiver of its rights set forth in this Agreement. Such awaiver may be made only by an instrument in writing signed by the party sought to be chargedwith the waiver.

9.7 Time is of the essence with respect to all provisions of this Agreement, subjectto the provisions of Section 2.1 hereof.

9.8 If any term or provision of this Agreement, or the application thereof to anyperson 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 orprovision to any Person or circumstance other than those as to which it is invalid orunenforceable, shall not be affected thereby, and each term and provision of this Agreement shallbe 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 toproduce or account for more than one such counterpart.

9.10 This Agreement shall bind and inure to the benefit of the parties hereto andtheir successors and permitted assigns.

9.11 This Agreement may not be assigned by either party hereto without the priorwritten consent of the other party; provided, however, that Dranoff shall have the right to assignthis Agreement, with prior written notice to the Township, to an entity that assumes thisAgreement 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 Section5.2 and, solely for claims for events that occurred prior to the date of assignment, the indemnityin Section 7.4.

9.12 The Township shall not unreasonably delay acting upon written requestsrequested to the extent such requests are capable of being granted by Township administrativestaff and do not require the approval of the Board of Commissioners, any committee thereof, orany other administrative body of the Township other than Township staff consisting of, or underthe control of, the Township Manager.

9.13 If any date for the performance of any obligation by the parties or for thedelivery of any instrument or notice falls on a Saturday, Sunday, or federal holiday, thencompliance with such obligation or delivery shall be deemed acceptable on the next business dayfollowing such Saturday, Sunday, or federal holiday.

9.14 This Agreement shall be governed, interpreted, construed, and enforced underthe 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 respectiveparties represent and warrant that the execution and performance of this Agreement by suchparty has been duly authorized by all applicable laws and regulations and all necessary corporateaction, 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 anyauthority to bind any third party, including, without limitation, SEPTA or Amtrak. Dranoff shallnot have a right to bring a claim against SEPTA or Amtrak under this Agreement. TheTownship 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 theTownship.

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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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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 periodrequired by theAmtrak/Dranoff Agreement of Sale, as thesame may be extended byAmtrak

Commencement of Construction of Project December 31, 2012

Substantial Completion of Construction of Project Four Years from theCommencement 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 Majeureas set forth in Section 2.1 hereof.

Notwithstanding the above, nothing shall preclude the Townships rights under this Agreementto terminate this Agreement or to require performance of Dranoffs obligation to pay

Reimbursable Expenses which Dranoff owes to the Township pursuant to this Agreement if theAmtrak Agreement of Sale is not executed and delivered on or before June 30, 2010, as morefully provided in Sections 1.1(c) and 5.2 hereof.

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EXHIBIT G

Parcel Purchase PriceCricket $2,000,000

Ardmore West $1,000,000

ATCdevagrmnt lm2

Documents

Transcript of ATCdevagrmnt lm2