LEASE AND DEVELOPMENT AGREEMENT

BY AND BETWEEN

DELAWARE COUNTY CHESTER WATERFRONT INDUSTRIAL

DEVELOPMENT AUTHORITY

AND

FC PENNSYLVANIA STADIUMLLC

CHESTER SOCCER STADIUM

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 TABLE OF CONTENTS

Page

ARTICLE I DEFINITION OF TERMS 3

ARTICLE II DEMISE OF STADIUM PREMISES .18

Section 2.1 Demise of Stadium Land 18
Section 2.2 Demise of Stadium Facility 19
Section 2.3 Term of Agreement. 20
Section 2.4 Base Rent 21
Section 2.5 Net Lease 21
Section 2.6 Additional Rent 22
Section 2.7 Rent 22
Section 2.8 Assignment of License Agreement. .22
Section 2.9 Supplemental Payments .22

ARTICLE III FUNDING OF CONSTRUCTION AND OWNERSHIP OF INTERESTS 22

Section 3.1 Funding 22
Section 3.2 Authority Ownership Interest 25
Section 3.3 Tenant Ownership Interest.. .25
Section 3.4 Tenant's Beneficial Rights .25

ARTICLE IV CONDITIONS PRECEDENT .26

Section 4.1 Preliminary Term Conditions Period 26

ARTICLE V TAXES AND OTHER CHARGES 30

Section 5.1 Taxes and Impositions 30

ARTICLE VI CONSTRUCTION OBLIGATIONS 31

Section 6.1 Tenant Construction Obligation 31
Section 6.2 Design Development Plans 31
Section 6.3 Submission of Final Plans 32
Section 6.4 "Fast Track" Scheduling 32
Section 6.5 GMP; Changes in Approved Plans 32
Section 6.6 Authority, County and City Review 33
Section 6.7 Employment of Construction Manager, Architect and Contractors 33
Section 6.8 Inspection 34
Section 6.9 Completion Assurances 34
Section 6.1 0 Prompt Payment and Mechanics' Liens 35
Section 6.11 Completion of Stadium Premises Construction 35
Section 6.12 Authority Cooperation 36
Section 6.13 The Tax Exempt Obligations 36

ARTICLE VII USE OF STADIUM PREMISES 38

Section 7.1 Tenant Permitted Use(s) 38
Section 7.2 Authority Event Permitted Use of the Stadium Premises 38
Section 7.3 License Agreement 39
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 Section 7.4 Authority Payment of Operating and Maintenance Expenses on
Authority Event Use Days .40
Section 7.5 Compliance with Laws 40
Section 7.6 Tenant's Covenants 40
Section 7.7 Management and Operations .40
Section 7.8 Security Personnel 41
Section 7.9 Scheduling and Coordination of Stadium Events .41
Section 7.10 Revenues 41
Section 7.11 Private Suites 42
Section 7.12 Club Seat(s) 42
Section 7.13 Advertising 43
Section 7.14 Concessions 44
Section 7.15 Naming Rights 46
Section 7.16 Broadcast Rights 46
Section 7.17 Scoreboards, Video Screen, Sound System and Public Address
System 46
Section 7.18 Royalty Free License 47
Section 7.19 Other MLS Requirements .47
Section 7.20 Tenant's Right to Encumber .47

ARTICLE VIII MAINTENANCE, REPAIR AND ALTERATIONS .48

Section 8.1 Maintenance and Repairs of Stadium Premises .48
Section 8.2 No Obligation of Authority .48
Section 8.3 Alterations and Additions .49

ARTICLE IX ASSIGNMENT, SUBLETTING; OTHER USE ARRANGEMENTS 50

Section 9.1 General Restrictions on Assignment and Subletting 50
Section 9.2 Permitted Transfers 50
Section 9.3 Permitted Users 52
Section 9.4 Tenant to Remain Obligated 52
Section 9.5 Change of Control 53
Section 9.6 Transfer by Authority 53

ARTICLE X CASUALTY 54
Section 10.1 Damage or Destruction by Casualty 54
Section 10.2 No Obligation to Rebuild 54
Section 10.3 Tenant Operating Obligation 55
Section 10.4 Abatement 55
Section 10.5 Notice of Casualty 55
Section 10.6 Uninsurable Casualty Loss 56
Section 10.7 Insurance Proceeds 56

ARTICLE XI SURRENDER OF STADIUM PREMISES 56

Section 11.1 Surrender of Premises 56

ARTICLE XII LEASEHOLD MORTGAGES 57

Section 12.1 Leasehold Mortgages 57

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11
 Section 12.2 Subordination of Leasehold Mortgage 57
Section 12.3 Authority's Right of ApprovaL 59
Section 12.4 Leasehold Mortgagees - Notice and Cure 60
Section 12.5 No Monetary Or Other Liability for Tenant Defaults 62
Section 12.6 Casualty and Condemnation 62
Section 12.7 New Lease 62
Section 12.8 Acceptance by Leasehold Mortgagee 63
Section 12.9 Intentionally omitted 63
Section 12.10 Additional Leasehold Mortgage Provisions 63

ARTICLE XIII ESTOPPEL CERTIFICATE 64

Section 13.1 Estoppel Certificate 64

ARTICLE XIV CONDEMNATION 64

Section 14.1 Notice of Taking 64
Section 14.2 Total Taking of Stadium Premises 64
Section 14.3 Partial Taking 65
Section 14.4 Award 65

ARTICLE XV INSURANCE AND INDEMNITY 66

Section 15.1 Insurance Coverage Requirements 66
Section 15.2 Preliminary Term 66
Section 15.3 Tenant's Insurance Coverage During Secondary Term (Operations
and Maintenance) 69
Section 15.4 Discussion of Alternatives 69
Section 15.5 Waiver ofSubrogation 70
Section 15.6 Indemnification 70
Section 15.7 Release of Liability 71
Section 15.8 Survival 71
Section 15.9 Future Changes 71
Section 15.10 ReleaseofDRPA 71

ARTICLE XVI ENVIRONMENTAL COMPLIANCE 72

Section 16.1 Tenant Obligations 72
Section 16.2 Indemnity 72
Section 16.3 Remediation 73

ARTICLE XVII REPRESENTATIONS, WARRANTIES AND SPECIAL COVENANTS 73

Section 17.1 Representations, Warranties and Special Covenants of Tenant 73
Section 17.2 Representations, Warranties and Special Covenants of the Authority 75

ARTICLE XVIII DEFAULTS AND REMEDIES 76

Section 18.1 Defaults 76
Section 18.2 Notice of Default by Tenant 76
Section 18.3 Remedies of Authority Upon Tenant Default.. 77
Section 18.4 Defaults by Authority 77
Section 18.5 Notice ofDefault.. 78

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111
 Section 18.6 Remedies of Tenant 78
Section 18.7 Curing Authority's Defaults 78
Section 18.8 No Waiver 78
Section 18.9 MLS "Step-In Rights" 79

ARTICLE XIX NOTICES 80

ARTICLE XX COVENANTS AGAINST DISCRIMINATION 81

Section 20.1 Nondiscrimination 81
Section 20.2 Economic Opportunity Plan 81
Section 20.3 Nondiscrimination Clause 81

ARTICLE XXI SPECIAL COMMONWEALTH PROVISIONS 82

Section 21.1 Redevelopment Assistance Grant 82

ARTICLE XXII YOUTH PROGRAMS; EMPLOYMENT OPPORTUNITIES 82

Section 22.1 Youth Programs 82
Section 22.2 Employment Opportunities 82

ARTICLE XXIII MISCELLANEOUS 83

Section 23.1 Force Majeure Event(s) 83
Section 23.2 Quiet Enjoyment 83
Section 23.3 Authority's Entry on the Premises 83
Section 23.4 No Personal Liability; Waiver of Consequential Damages 83
Section 23.5 Successors and Assigns 83
Section 23.6 Third Party Rights 83
Section 23.7 Office Sublease; Reservation of Easement.. 84
Section 23.8 Tenant Is An Independent Contractor.. 84
Section 23.9 Recording 84
Section 23.10 Expiration of Authority 85
Section 23.11 Non-Waiver of Limitations on Liability 85
Section 23.12 Indemnifications of the Authority 85
Section 23.13 Non-Merger. 85
Section 23.14 Severability 85
Section 23.15 Integration: No Modification 86
Section 23.16 Headings: Singular and Plural: Gender.. 86
Section 23.17 Signatures and Execution of Agreement.. 86
Section 23.18 Brokers 86
Section 23.19 Waiver of Jury TriaL 87
Section 23.20 Easements 87
Section 23.21 Liquor License 87
Section 23.22 Legal advice: Neutral Interpretation 87
Section 23.23 Governing Law 87
Section 23.24 Multiple Counterparts 87
Section 23.25 Non-participation Covenant 87
Section 23.26 True Lease 87
Section 23.27 Waiver of Landlord's Lien 88

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IV
List of Exhibits 89

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v
 LEASE AND DEVELOPMENT AGREEMENT

THIS LEASE AND DEVELOPMENT AGREEMENT is made this 18th day of February,
2009 (such date hereinafter referred to as the "Effective Date"), by and between the
DELAWARE COUNTY CHESTER WATERFRONT INDUSTRIAL DEVELOPMENT
AUTHORITY, a body politic and corporate existing under the laws of the Commonwealth of
Pennsylvania (hereinafter referred to as the "Authority") and FC PENNSYLVANIA STADIUM
LLC, a limited liability company organized and existing under the laws of the State of Delaware
(hereinafter referred to as "Tenant") and approved by Major League Soccer, L.L.C., a Delaware
limited liability company ("MLS" or "League").

WITNESSETH:

WHEREAS, the Authority is a public instrumentality of the Commonwealth of

Pennsylvania (the "Commonwealth") organized under the Pennsylvania Economic Development
Financing Law, being the Act of August 23, 1967, P.L. 251, as amended (the "Act"), for the
purpose, among others, of acquiring, constructing, financing, improving and maintaining
industrial and commercial development projects and public facilities in certain geographic
regions of the City (as hereinafter defined) and County (as hereinafter defined); and

WHEREAS, the Authority is or shall be the fee simple owner of certain premises more
particularly described in Exhibit A attached to and made a part of this Agreement (the "Stadium
Land") (which premises have been, or will be, acquired by the Authority pursuant to that certain
Agreement of Sale and Redevelopment Agreement (the "Authority/CRA Land Agreement") by
and between the Authority and the Chester RDA dated January 9, 2009 and pursuant to the
Buccini Group Land Agreement (as hereinafter defined); and

WHEREAS, the Authority/CRA Land Agreement includes (a) land obtained by the
Chester RDA pursuant to (i) the PECO Donation Agreement (as hereinafter defined) and (ii) the
DRPA Sale Agreement (as hereinafter defined), which agreements, together with the
Authority/CRA Land Agreement and the Buccini Group Land Agreement, shall be referred to
collectively herein as the "Underlying Agreements" and (b) an approximately 6 acre parcel of
real estate located between the parcel of land that is described in the DRPA Sale Agreement and
the parcel of land described in the Buccini Group Land Agreement; and

WHEREAS, the Stadium Land is located within the geographic region of the City and
County within which the Authority may undertake projects pursuant to its Articles of
Incorporation and the Act; and

WHEREAS, the City, the Authority and the Commonwealth believe that the health,
safety and general welfare and economic development, stability and prosperity of the people of
the City, the County and the Commonwealth are directly dependent upon the continual
encouragement, promotion, attraction, development, stimulation, growth and expansion of
business, commerce and tourism; and

WHEREAS, Pennsylvania Professional Soccer, LLC ("Tenant Affiliate") is an affiliate of

Tenant that has entered into an expansion agreement (the "Expansion Agreement") with MLS (as
hereinafter defined), effective as of January 1,2010, to obtain the rights to operate an MLS Team
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in a geographic area which includes the City (the "Team") and to become an investor in MLS;
and

WHEREAS, the City, the County, the Authority and the Commonwealth also believe that
the attraction and retention of professional sports franchises encourages, fosters and stimulates
such health, safety and general welfare and economic development, stability and prosperity for
citizens of the City, the County and the Commonwealth, keeps the City, the County and the
Commonwealth competitive and viable in terms of tourism and convention business, provides
recreational and other opportunities for citizens of the City, the County and the Commonwealth,
and generally serves as a valuable asset to the City, the County and the Commonwealth and its
and their citizens, merchants, business interests and sports fans;

WHEREAS, the City, the County, the Authority and the Commonwealth also believe that
the interests of the public will be best served by securing the agreement and commitment of
Tenant to cause Tenant Affiliate to play its Team Home Game(s) (as defined in this Agreement)
in a new stadium and related improvements and amenities to be constructed in the City on the
Stadium Land; and

WHEREAS, for the reasons stated above, the Authority, the City, the County and the
Commonwealth desire to induce Tenant to locate in the City and Tenant desires to cause Tenant
Affiliate to play Team Home Game(s) in the City; and

WHEREAS, Tenant desires to lease the Stadium Land from the Authority and to
construct or cause to be constructed thereon and to operate or cause to be operated thereon the
Stadium Premises (as hereinafter defined) for the conduct of professional soccer games and the
conduct of other events and other activities that will provide athletic, educational, cultural,
commercial and other entertainment, instruction or activity for the citizens of the area in and
around the City, the County and the Commonwealth, and for parking and other uses
contemplated in this Agreement; and

WHEREAS, development of the Stadium Premises is desirable since such development

will be an important and integral factor in the continued encouragement, promotion, attraction,
stimulation, development, growth and expansion of business, commerce and tourism within the
City, the County and the Commonwealth; and

WHEREAS, the development and promotion of the Stadium Premises on public property
in the City will provide significant benefits to the general public and will require the expenditure
of substantial private funds; and

WHEREAS, in consideration for the rights and privileges to be granted to Tenant

pursuant to this Agreement and other good and valuable consideration, Tenant has agreed,
subject to the terms of this Agreement, to use and occupy the Stadium Premises during the
Secondary Term (and any Renewal Term, if applicable) of this Agreement as and for Tenant's
exclusive forum and location for the playing and public exhibition of all of the Home Games of
Tenant Affiliate except as otherwise provided herein; and

WHEREAS, the City and County will benefit in that the aforementioned Stadium
Premises and the activities and events to be conducted, exhibited and presented therein will be
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2
valuable additions for the City and County in obtaining and developing adjacent areas on the
waterfront in Chester, Pennsylvania; and

WHEREAS, the Authority, by resolution adopted on January 16, 2009, approved the
fonn and authorized the execution of this Agreement by the Authority; and

WHEREAS, the Authority and Tenant desire to enter into this Agreement to provide for
the use and development of the Stadium Premises pursuant to the tenns, covenants and
conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants contained in this

Agreement and intending to be legally bound hereby, the Authority and Tenant hereby agree as
follows:

ARTICLE I
DEFINITION OF TERMS

Whenever used in this Agreement, the following tenns have the following meanings:

"Act 2" shall mean the Land Recycling and Environmental Remediation Standards Act,
35 P.S. §§6026.101 et seq.

"Additional Funding" shall have the meamng set forth m Section 3.1.1.3 of this
Agreement

"Additional Funding Sources" shall have the meaning set forth in Section 3.1.1.3 of this
Agreement.

"Additional Grant Award Agreements" shall have the meanmg set forth m Section
3.1.1.3 of this Agreement.

"Additional Rent" shall have the meaning set forth in Section 2.6 of this Agreement.

"Admission Tickets" shall mean the per event ticket or other indicia sold (a) by Tenant
or, with the consent of Tenant, any User, or, (b) with respect only to any Authority Event Use
Days, the Authority, which authorizes admission to any seating (including, but not limited to, the
Private Suites, but subject to Section 7.13 of this Agreement) at the Stadium Premises for a
Stadium Event.

"Adjoining Development" shall mean the development adjacent to the Stadium Premises
and controlled by BPG or an Affiliate thereof.

"Advertising" shall mean, collectively, all advertising, sponsorship and promotional

activity, signage, designations (including, but not limited to, "pouring rights" or similar
designations and rights of exclusivity and priority), messages and displays of every kind and
nature, whether now existing or developed in the future.

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3
 "Advertising Rights" shall mean the right to display, control, conduct, lease, permit, sell
and enter into agreements regarding the display of all Advertising.

"Affiliate" shall mean any Person Controlling, Controlled by or Under Common Control
with any other Person.

"Agreement" shall mean this Lease and Development Agreement, as the same may be
amended or supplemented from time to time in accordance with the terms hereof.

"An Act of Bankruptcy" shall mean that (i) a party shall have commenced a voluntary
case under any bankruptcy law, applied for or consented to the appointment of or taking of
possession by, a receiver, trustee, assignee, custodian or liquidator of all or a substantial part of
its assets; or (ii) an involuntary petition in bankruptcy against a party shall have continued
undismissed for ninety (90) days after the filing thereof.

"Applicable Law(s)" shall mean all laws, ordinances, codes, rules, regulations, statutes,
orders and requirements of all Governmental Authorities, having jurisdiction over the Stadium
Premises.

"Approvals" shall mean all permits, certificates, licenses, authorizations, varIances,

consents and approvals required by any Governmental Authority having jurisdiction.

"Architect" shall mean Rossetti Architects, the architectural firm(s) selected by Tenant
(and not unsatisfactory to the Authority) to provide architectural and engineering services with
respect to the Stadium Premises, or any additional architectural firm(s), including any successor
architectural firm, having demonstrable experience in managing the design and administration of
the construction of projects similar to the Stadium Premises that is selected by Tenant (and not
unsatisfactory to the Authority, and the Authority will act promptly and reasonably in
determining that such successor is not unsatisfactory to it) to provide architectural and
engineering services with respect to the Stadium Premises.

"Authority" shall have the meaning set forth in the Preamble to this Agreement.

"Authority Contractual Financial Obligations" shall mean the Authority's express

obligations under this Agreement to (i) acquire the Stadium Land, (ii) fund the Authority
Stadium Facility Contribution as set forth in and subject to Section 3.1.1.1 of this Agreement and
(iii) fund any other liability of the Authority under this Agreement.

"Authority Event Use(s)" shall mean, the Civic Use conducted, displayed or exhibited in,
at or upon the Stadium Premises on behalf of or at the request or direction of the Authority.

"Authority Event Use Days" shall have the meaning set forth in Section 7.2.1 of this
Agreement.

"Authority Event Specific Concession" shall have the meamng set forth III Section
7.14.1.

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4
 "Authority Funded Stadium Premises" shall mean that portion of the Stadium Premises
funded by the Authority Stadium Facility Contribution.

"Authority Inspector" shall mean the Independent engineer or consultant engaged by the
Authority, the City and the County, which engineer or consultant shall be the same engineer or
consultant engaged by Sovereign Bank, in its capacity as Tenant's construction lender for the
Stadium, Premises Construction, or to the extent that Sovereign Bank no longer engages such a
professional or if such professional shall become unacceptable to the City, the County and the
Authority, in their reasonable discretion, such Independent consultant or engineer as the City, the
County and the Authority may engage.

"Authority Private Suite" shall have the meanmg set forth m Section 7.11 of this
Agreement.

"Authority Stadium Facility Contribution" shall have the meaning set forth in Section
3.1.1.1 of this Agreement.

"Award" shall have the meaning set forth in Section 14.4 of this Agreement.

"Barry Bridge Park Lot" shall mean the property described in Exhibit "0" attached
hereto and made a part of this Agreement, which includes the DRPA Property and other
property.

"Base Rent" shall have the meaning set forth in Section 2.4 of this Agreement.

"Bidding Requirements" shall have the meaning set forth in Section 6.1.2 of this
Agreement.

"BPG" means The Buccini Pollin Group, Inc.

"Bonds" shall mean bonds or notes issued by the County, a portion of the proceeds of
which together with other funds of the County shall fund the Authority Stadium Facility
Contribution in an amount equal to the County Grant.

"Bond Debt" shall mean the outstanding principal, interest and any other sum owing
under the Bonds.

"Broadcast Rights" shall mean the right to control, conduct, sell, lease, license, publish,
authorize and grant concessions and enter into agreements with respect to all media, means,
technology, distribution channels or processes, whether now existing or hereafter developed and
whether or not in the present contemplation of the parties, for preserving, transmitting,
disseminating or reproducing for hearing or viewing, Stadium Events and descriptions or
accounts of or information with respect to Stadium Events, including, but not limited to, all
Internet rights, all radio and television broadcasting, print, film, photographic, video or tape
reproductions, satellite, closed circuit, cable, digital, broadband, DVD, satellite or pay television
or radio rights and comparable rights.

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5
 "Buccini Group Land Agreement" means the Donation Agreement dated January 13,
2009 between BPG LP VIII Seaport PI LP and the Authority relating to land to be conveyed by
BPG or an Affiliate to the Authority.

"CFDEA" shall mean the "Capital Facilities Debt Enabling Act," Act of February 9,
1999, P.L. 1, No.1, 72 P.S. §§ 3919.101 - 3919.5102.

"Calendar Year" shall mean each twelve (12) month period during the Term of this
Agreement commencing on January 1 and ending on December 31.

"Capital Improvements" shall mean all capital improvements, capital modifications or

capital additions (other than Capital Repairs) that Tenant elects to perform with regard to the
Stadium Premises after the Secondary Term Commencement Date, and which are not to be
constructed initially pursuant to the Plans and Specifications.

"Capital Repair(s)" shall mean all substantial: (a) capital repairs, capital replacements
and/or capital restorations and other work reasonably required to be performed in and about the
Stadium Premises (b) capital improvements, capital modifications and capital additions of or to
the Stadium Premises required by Applicable Law, and (c) capital changes or improvements to
the Stadium Premises required by MLS.

"Casualty" shall have the meaning set forth in Section 10.1 of this Agreement.

"Casualty Untenantability Period" shall have the meaning set forth in Section 10.4 of this
Agreement.

"Certificate of Occupancy" shall mean a certificate or statement issued by the City

authorizing the occupancy and use of the Stadium Premises.

"Chester RDA" means the Redevelopment Authority of the City of Chester.

"City" means the City of Chester, Delaware County, Pennsylvania.

"Civic Use" shall mean any event (other than the events prohibited in Section 7.2.1.1 of
this Agreement) which is charitable or civic in nature, and is not conducted for commercial or
"for-profit" purposes, except that as used in this Agreement, the term "Civic Use" shall include
any event which is conducted for commercial or "for-profit" purposes provided such commercial
or "for-profit" event is sponsored by or on behalf of, and all of the net proceeds from such event
benefit are donated to, a recognized charitable or civic cause, purpose or organization.

"Club Seat(s)" shall mean the seats in the Stadium sold to the public as "Club Seats", or
any other term by which such seats may be referred to in the future.

"Club Seat Revenue(s)" shall have the meaning set forth III Section 7.12 of this
Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended (and the regulations
promulgated thereunder).

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6
 "Commonwealth" shall have the meaning set forth in the Preamble to this Agreement.

"Commonwealth Grant" shall have the meaning set forth in Section 3.1.1.2 of this
Agreement.

"Commonwealth Grant Agreement" shall mean the Redevelopment Assistance Capital

Grant Agreement to be reviewed and approved by Tenant and entered into between the
Commonwealth and the Authority or the Commonwealth and the Chester RDA with respect to
the Commonwealth Grant.

"Comparable Facilities" shall mean the Stadium in which MLS teams conduct games in
the Toronto, On, Canada metropolitan area and the Columbus, Ohio, USA metropolitan area.

"Complete", "Completed" or "Completion" shall have the meaning set forth in Section
6.11.2 of this Agreement.

"Conceptual Drawings" shall mean those drawings which have been approved by the
Authority and are listed on Exhibit "B".

"ConcessionaireCs)" shall have the meaning set forth in Section 7.14 of this Agreement.

"Concession Operations" shall mean the exercise and operation of all Concession Rights
at the Stadium Premises.

"Concession Rights" shall mean, collectively, the right to sell, display, distribute and
store Concessions and to conduct catering and banquet sales and service (including, but not
limited to, catering service with respect to Private Suites and the Private Events Premises).

"Concessions" shall mean, collectively, subject to procurement of all necessary

Approvals, food and beverages, including alcoholic beverages, and novelties, souvenirs, apparel,
publications and merchandise (including, but not limited to, Team and MLS novelties and
licensed items) and other non-edible items, goods, equipment (including mechanical, electrical or
computerized amusement devices), and wares.

"Construction Manager" shall mean T.N. Ward which has been engaged to provide
construction management and/or general contracting services with regard to the construction and
development of the Stadium Premises (other than the Specified Site and Parking Work), or such
other qualified, licensed construction management and/or general contracting firm, including any
successor firm having demonstrable experience in managing the construction of large scale
development projects that is selected by Tenant (and approved by the Authority, which approval
shall not be unreasonably withheld, delayed or conditioned) to provide construction management
and/or general contracting services for the Stadium Premises.

"ContractorCs)" shall mean all contractors, subcontractors, materialmen, suppliers,

vendors, consultants and other entities or individuals performing any part of the work or
providing any services, labor, materials or supplies with respect to all or any part of the Stadium
Premises.

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 "Control" "Controlled By", "Controlling" or "Under Common Control With" shall mean
the power, directly or indirectly (whether through the ownership of voting securities, voting
interests or voting rights, by contract or otherwise) to direct or cause the direction of the
management or policies of a Person without the consent or approval of any other Person.

"County" means the County of Delaware, Pennsylvania.

"County Grant" shall mean the "Grant" as defined in the County Grant Agreement.

"County Grant Agreement" shall mean that certain grant agreement between the County
and the Authority pursuant to which the County has made the County Grant available to the
Authority for use as provided in this Agreement.

"County Reimbursable Amount" shall mean the sum of the Bond Debt plus the amount
contributed by the County from sources other than the proceeds of the Bonds to fund the County
Grant and pay the costs and expenses of issuance of the Bonds.

"Design DeveloRment Plans" shall consist of drawings, outline specifications and other
documents to fix and describe the size and character of the Stadium Premises as to the
architectural, structural, mechanical and electrical systems, materials and such other elements as
may be appropriate.

"Design Standards" shall, with regard to the Stadium Premises (or any part thereof), refer
to the proposed appearance of the Stadium which shall meet the requirements of MLS and
include exterior appearance, seating plan, landscape plan and parking, and be as shown in the
Final Plans to be submitted to and approved by the Authority pursuant to Article VI of this
Agreement. For purposes of this Agreement, the general quality and quality of architecture and
finishes of the Comparable Facilities shall serve as a point of reference for establishing the
Design Standards.

"DRPA" shall mean the Delaware River Port Authority.

"DRPA ProRerty" means the real property transferred and sold by DRPA to the Chester
RDA pursuant to the DRPA Sale Agreement.

"DRPA Sale Agreement" means the Agreement of Sale by and between the DRPA and
the Chester RDA dated October 31, 2008 listed in Exhibit "D" relating to DRPA Property.

"Effective Date" shall have the meaning set forth in the opening paragraph of this
Agreement.

"Eligible Costs" shall have the meaning ascribed thereto in the County Grant Agreement.

"Emergency Repairs" shall mean repairs which, if not immediately made, would
immediately endanger the health or safety of persons or to any essential component of the
Stadium Premises.

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 "Environmental Laws" shall mean, to the extent in effect at any time during the Tenn of
this Agreement, any and all currently existing or subsequently enacted or effective federal, state,
and local laws, statutes, codes, rules, regulations, ordinances, orders, standards, pennits, licenses
and requirements (including, but not limited to, consent decrees applicable to the parties, and
reported judicial decisions and administrative orders applicable to the parties) and any
amendments, implementing regulations and reauthorizations thereto regulating, dealing with,
pertaining to or imposing liability or standards of conduct concerning the use, exposure,
generation, manufacture, transportation, treatment storage, disposal, emission, release, discharge,
remediation or abatement of Hazardous Substances, or the preservation, conservation or
regulation of the environment, including, but not limited to the following statutes and their
implementing regulations: the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. §9601 et seq.) ("CERCLA"), the Resource Conservation and
Recovery Act of 1976 (42 U.S.C. §6901 et seq.), the Federal Water Pollution Control Act (33
U.S.C. §1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Emergency Planning and
Community-Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Endangered Species Act (16
U.S.C. § 1531 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.) and the Hazardous Materials
Transportation Act (49 U.S.C. §1801 et seq.), the Occupational Safety and Health Act of 1970
(29 U.S.C. 650 et seq.) the Pennsylvania Solid Waste Management Act (35 P.S. §§6018.101 et
seq., the Hazardous Sites Cleanup Act, 35 P.S. §§6020.101 et seq., the Pennsylvania Clean
Streams Law, 35 P.S. §§691.1 et seq., the Air Pollution Control Act, 35 P.S. §4001 et seq. the
Storage Tank and Spill Prevention Act, 35 P.S. §§6021.101 et seq., and the Land Recycling and
Environmental Remediation Standards Act, 35 P.S. §§6026.101 et seq. ("Act 2"), and the
Infectious and Chemotherapeutic Waste Act, 35 P.S. §§6019.1 et seq.

"Event Day Expenses" shall mean those costs and expenses which vary with respect to
and are directly attributable to the preparation, operation, restoration and cleanup of the Stadium
Premises for (or as a result of) Stadium Events.

"Event of Default" shall have the meaning set forth in Sections 18.1 (with respect to
Tenant) and 18.4 (with respect to the Authority) of this Agreement.

"Exclusive Tenant Premises" shall mean all, or portions of, areas of the Stadium
Premises that are not intended for use by the general public, including, but not limited to, the
following areas within the Stadium structure portion of the Stadium Premises: Tenant's
administrative offices; the Private Suites; all Retail Areas; all restaurants; the Private Events
Premises; all production and broadcasting facilities; all amenity areas for Club Seat holders or
Private Suite holders; the Private Tenant Parking Area; the areas used by Tenant or Tenant
Affiliates for storage; Tenant's or Tenant Affiliates' equipment room, laundry room, x-ray room,
cafeteria, interview room, meeting rooms, auditoria, coaching rooms, video rooms, staff locker
rooms, and players' locker rooms and lounge, training room, weight room and aerobics room.

"Expansion Agreement" has the meaning set forth in the preamble.

"Final Plans" shall have the meaning set forth in Section 6.3 of this Agreement.

PHL:5793543.18/FCPOOI-247606
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 "Force Majeure Event" shall mean any act, event or condition (except, in each case, for
the paYment of money) which is beyond the reasonable control of and not caused by the party
asserting the Force Majeure, which wholly or partially prevents or delays the performance of any
of the duties, responsibilities or obligations of the party asserting the Force Majeure. The term
"Force Majeure" shall include, but not be limited to, an act of God; an act of the public enemy;
civil disturbance or unrest; lawsuits; injunctions; lightning, fire, explosion or other serious
casualty; strike, work stoppage, lock-out or labor dispute; accident or sabotage; unusually severe
weather (including, but not limited to, hurricane, earthquake, tornado, landslide or flood); war
(whether declared or not); condemnation or other taking by the action of any governmental body
on behalf of any public, quasi-governmental or private entity; other governmental action or
change in law; after proper submissions have been made by or on behalf of Tenant, the failure of
a Governmental Authority to issue an Approval in accordance with the time periods required by
Applicable Law, if any, or, if no time periods are required, the failure to issue an Approval in a
timely manner under the circumstances; or shortages or failures of sources of labor, material,
energy, fuel, equipment or transportation; provided, however, that any Force Majeure Event
involving or relating to governmental actions or change in law by the Commonwealth or the City
shall not relieve the Authority of its obligations under this Agreement.

"Former PECO Lot" shall mean that certain approximately 15.8149 acre parcel as
described on Exhibit A-I attached to and made a part of this Agreement, which was conveyed by
PECO to the Chester RDA and by the Chester RDA to the Authority.

"Grant Award Agreements" shall mean, collectively, the Commonwealth Grant

Agreement and the Additional Grant Award Agreements

"GMP" shall have the meaning set forth in Section 6.5 of this Agreement.

"Governmental Authority" shall mean any and all jurisdictions, entities, governments,
courts, boards, agencies, commissions, offices, divisions, subdivisions, departments, bodies or
authorities of any nature whatsoever of any governmental unit (federal, state, county, district,
municipality, city, or otherwise) whether now or hereafter in existence.

"Governmental Contributions" shall mean, collectively, the Authority Stadium Facilities

Contribution, the Commonwealth Grant and the Additional Funding Sources.

"Hazardous Substances" shall include, without limitation, any flammable explosives,

radioactive materials, hazardous materials, hazardous wastes, extremely hazardous waste,
restricted hazardous waste, infectious waste, hazardous or toxic substances, hazardous or toxic
pollutant or related materials, asbestos or any material containing asbestos, or petroleum, or any
other substance, mixture, waste compound, material, element, product, or matter as defined by
any Federal, state or local environmental law, ordinance, rule, or regulation including, without
limitation, the Environmental Laws, and in the regulations adopted and publications promulgated
pursuant thereto at any time; any oil, petroleum or petroleum derived substance; any drilling
fluids, produced waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; any flammable substances or
explosives; any radioactive materials; asbestos in any form which is or could become friable;
urea formaldehyde foam insulation; electrical equipment which contains any oil or dielectric

PHL:5793543.18/FCPOO 1-247606
10
fluid contammg levels of polychlorinated biphenyls in excess of fifty parts per million;
pesticides; and any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any governmental authority as one that mayor could pose a hazard to the
environment or to the health and safety of the owners, occupants or any persons in the vicinity of
the Stadium Premises.

"Impositions" shall have the meaning set forth in Section 5.1.2 of this Agreement.

"Independent" shall mean, a Person who is not a member, an officer or employee of the
Authority or a member, an officer or employee of the Tenant or an elected or appointed official
or employee of the County or the City, or which is not a partnership, corporation or association
having a partner, director, officer, member or substantial stockholder who is a member, an
officer or employee of the Authority, or a member, an officer or employee of the Tenant or an
elected or appointed official or employee of the County of the City; provided, however, that the
fact that such Person is retained regularly by the Authority, the Tenant, the County or the City
shall not make such Person an employee within the meaning of this definition.

"Institutional Lender(s)" shall mean: (l) a bank, trust company, insurance company,
credit union, savings bank, pension, welfare or retirement fund or system, real estate investment
trust (or an umbrella partnership or other entity of which a real estate investment trust is the
majority owner), finance company, public or quasi-public agency, authority or other entity,
federal or state agency regularly making or guaranteeing mortgage loans, investment bank, (2) a
real estate mortgage investment conduit or securitization trust; (3) a trustee or issuer of
collateralized mortgage obligations or similar investment entity; (4) any entity of any kind
actively engaged in commercial real estate financing (5) a corporation, other entity, or joint
venture that is a wholly owned subsidiary of or is a combination of anyone or more of the
Institutional Lenders listed in subparagraphs (1) through (4) hereof, including any of the
foregoing when acting as trustee for other lender(s) or investor(s), whether or not such other
lender(s) or investor(s) are themselves Institutional Lenders and (6) any other lender approved by
the Authority in its reasonable discretion.

"Keystone" means Keystone Sports and Entertainment, LLC, a Delaware limited liability
company.

"Leasehold Mortgage" shall mean any mortgage created by Tenant upon all, or any
portion of, its leasehold estate in the Stadium Premises.

"Leasehold Mortgagee" shall mean the holder of a Leasehold Mortgage.

"Lease Year" shall mean each successive twelve-month period beginning on January 1
and ending on December 31 of each Calendar Year during the Term, except that the first Lease
Year shall begin on the Secondary Term Commencement Date and shall end on the immediately
succeeding December 31.

"License Agreement" shall mean the agreement between the owner of the Adjoining
Development and Tenant with respect to parking to be provided in the Adjoining Development
for use by Tenant or the Authority on Authority Event Days.

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11
 "Maintain" and "Maintenance" shall mean the provision of all labor, supplies, materials
and equipment which are required, to take good care of and keep and maintain the Stadium
Premises.

"MLS" shall mean Major League Soccer, L.L.C.

"MLS Games" means professional soccer games between MLS teams and designated as
such byMLS.

"MLS Step-In Right" shall have the meaning set forth in Section 18.9 of this Agreement.

"Mortgage Debt" shall mean the sum of the following amounts secured by a Leasehold
Mortgage which remain unpaid as of the time of determination of Mortgage Debt: (i) the
original stated principal amount of such Leasehold Mortgage, or so much thereof as shall have
been advanced; (ii) interest accrued; and (iii) advances made, with respect to the Stadium
Premises, for the payment of taxes, assessments, maintenance charges, insurance premiums or
costs incurred for the protection of the Stadium Premises or the lien of the Leasehold Mortgage,
expenses incurred by the Leasehold Mortgagee by reason of default by the Tenant under the
Leasehold Mortgage or advances made under a construction loan to enable completion of the
improvements for which the construction loan was originally made, if such Leasehold Mortgage
states that it shall secure such unpaid balances.

"Naming Rights" shall have the meaning set forth in Section 7.17 of this Agreement.

"Non-Relocation Agreement" shall mean the Non-Relocation Agreement to be entered

into by and between Tenant, Tenant Affiliate and the Authority and approved by MLS in the
form of Exhibit G attached hereto.

"Non-Severable Provisions" shall have the meaning set forth in Section 23.14 of this
Agreement.

"Operating and Maintenance Expenses" shall mean all costs and expenses actually paid
or incurred in the performance, conduct and discharge of Tenant's obligations and
responsibilities under this Agreement to provide management, Maintenance, Repairs (other than
Capital Repairs), Utilities and insurance to or with respect to and to otherwise manage and
operate the Stadium Premises in accordance with the terms and provisions of this Agreement.

"Operating Agreement" shall mean that certain Operating Agreement anticipated to be

executed and delivered on or about January 1, 2010, by and among MLS and Tenant Affiliate, in
substantially the form attached to the Expansion Agreement.

"Operating Rights" shall mean the right of Tenant Affiliate to operate an MLS team
under the Operating Agreement.

"Parking Areas" shall mean the on-site areas designated by Tenant for parking but
excluding the Private Tenant Parking Area.

"Partial Taking" shall have the meaning set forth in Section 14.3 of this Agreement.

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12
 "PECO" shall mean the PECO Energy Company, an Exelon Company, formerly known
as the Philadelphia Electric Company.

"PECO Declaration of Covenants" shall mean the Declaration of Covenants, Restrictions

and Deed Disclosure executed by PECO relating to the Former PECO Lot.

"PECO Donation Agreement" shall mean that certain Donation Agreement between
PECO as grantor and the Chester RDA as grantee made the 15th day of October, 2008 for the
conveyance of the former PECO Lot.

"PECO Mitigation Area" shall mean the area constituting part of the Stadium Premises
described on Exhibit "P" attached hereto and made a part hereof, which PECO has made
available to the Authority for Tenant's use for mitigation by removal of the land and conversion
of the PECO Mitigation Area to part of the Delaware River.

"Permitted Encumbrances" shall mean the items listed on Exhibit "J" attached hereto and
made a part hereof.

"Permitted Use(s)" shall mean, collectively, the Tenant Permitted Use(s) and the
Authority Event Permitted Use(s).

"Person" shall mean an individual, partnership, corporation (including a business trust),

limited liability company, joint stock company, trust, estate, unincorporated association, joint
venture or any other entity, the United States, or a federal, state or political subdivision thereof or
any agency or court of such state or subdivision.

"PILOT Agreement" shall have the meaning set forth in Section 5.1.1 of this Agreement.

"Plans and Specifications" shall mean, collectively, with respect to any particular phase
of the Stadium Premises Construction, whichever of the Conceptual Drawings, the Design
Development Plans and the Final Plans for such phase of the Stadium Premises Construction as
has last been approved by the Authority pursuant to Article VI of this Agreement.

"Playing Field" shall mean the area within the Stadium designed primarily for the playing
of soccer games.

"Preamble" shall mean, collectively, the foregoing introductory and WHEREAS

paragraphs, which are incorporated herein by this reference.

"Preliminary Term" shall have the meaning set forth III Section 2.3.1.1 of this
Agreement.

"Preliminary Term Commencement Date" shall have the meaning set forth in Section
2.3.1.1 of this Agreement.

"Preliminary Term Conditions Period' shall have the meaning set forth in Section 4.1 of
this Agreement.

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13
 "Prime Subcontractor(s}" shall have the meamng set forth III Section 6.9 of this
Agreement.

"Private Suite(s)" shall mean the private viewing boxes to be designed, constructed,
furnished and equipped as part of the Stadium Premises, as more particularly described in the
Plans and Specifications.

"Private Suite Revenues" shall mean all revenue generated by the subleasing or
sublicensing of the Private Suites (other than any Amusement Tax or other taxes or impositions
imposed on the sale of Admission Tickets to the Stadium Premises).

"Private Tenant Parking Area" shall mean the area more particularly described in the
Plans and Specifications, which shall be available for parking at no charge to Persons designated
by Tenant, such as professional soccer players and front-office staff.

"Punchlist Items" shall have the meaning set forth in Section 6.11.1.1 of this Agreement.

"Real Estate Taxes" shall mean any and all taxes (i) created, levied, assessed, confirmed,
adjudged, charged or imposed by (a) the City, (b) the County or (c) to the extent the City or the
County receives the revenues, any other taxing authority (other than state or federal taxes), such
as a regional authority, and (ii) created, levied, assessed, confirmed, adjudged, charged or
imposed upon or with respect to the Stadium Premises or directly upon this Agreement or the
Rent payable hereunder. The term 'Real Estate Taxes" shall not include generally applicable
income, gross receipts, net profits, franchise, parking, amusement, inheritance or capital stock
taxes, business use and occupancy tax, or any other tax unless, due to change in the method of
taxation, any of such taxes are so altered so that said tax(es) however designated are in substance
and in effect a tax on the ownership or value of real property (in which event such other tax shall
be deemed to be included within "Real Estate Taxes" as defined herein) or otherwise similar to
the taxes described in the preceding sentence. For purposes of this Agreement, the term "Real
Estate Taxes" shall not include the payments under the PILOT Agreement.

"Regular Admission Seat(s}" shall mean all seats in the Stadium Premises available to
members of the general public holding Admission Tickets, other than Private Suites and Club
Seat(s).

"Renewal Date(s)" shall have the meaning set forth in Section 2.3.3.2 of this Agreement.

"Renewal Term" shall have the meaning set forth in Section 2.3.3.1 of this Agreement.

"Rent" shall have the meaning set forth in Section 2.7 of this Agreement.

"Repair" or "Repairs" shall mean any work, including all labor, supplies, materials and
equipment of every kind and nature, interior and exterior, structural and nonstructural, ordinary
and extraordinary, foreseen and unforeseen, and whether or not the same can be said to be within
the present contemplation of the parties hereto reasonably necessary to repair, restore, replace or
renew all or any part of the Stadium Premises.

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14
 "Retail Area" shall mean, collectively, one or more retail areas within the Stadium
Premises connected and contiguous to the Stadium, if and to the extent Tenant decides to include
such areas in its sole discretion. The "Retail Area" shall be depicted and described in the Plans
and Specifications as developed.

"River Walk Plaza Area" shall mean the easement or license area described in Exhibit
attached hereto and made a part hereof which shall be granted by the Authority to the City
and approved by Tenant across the Stadium Land in the location shown on the Development
Plans and the Final Plans.

"Schedule" shall have the meaning set forth in Section 7.9.1 of this Agreement.

"Scheduled Completion Date" shall have the meaning set forth in Section 6.1.1 of this
Agreement.

"School District" shall mean the Chester Upland School District, Delaware County,
Pennsylvania.

"Secondary Term" shall have the meaning set forth in Section 2.3.2.1 of this Agreement.

"Secondary Term Commencement Date" shall have the meaning set forth in Section
2.3.2.1 of this Agreement.

"Special Event(s)" shall have the meaning set forth in Section 7.11.2.3 of this Agreement.

"Specified Site Work Contracts" shall mean contracts between Tenant and one or more
Contractors for all or part of the Specified Site Work.

"Specified Site Work" shall mean the work described on Exhibit "L".

"Stadium" shall mean that portion of the Stadium Premises, consisting of a modem (as of
the Secondary Term Commencement Date), high quality, open-air, multipurpose sports and
entertainment facility designed specifically for the playing and public exhibition of MLS soccer
games that is expected to contain approximately 18,500 seats, including Private Suites and Club
Seats, walkways around the stadium facility, a Playing Field and modem (as of the Secondary
Term Commencement Date), high-quality amenities and facilities necessary to support such use
which may include, among other things, all or a part of a Retail Area, and Exclusive Tenant
Premises, production and broadcasting facilities, restaurants and meeting and club spaces, all as
more particularly set forth in the Plans and Specifications.

"Stadium Events" shall mean, collectively, use of the Stadium for Tenant Permitted
Use(s) and use of the Stadium on an Authority Event Use Day for an Authority Event Use.

"Stadium Facility" shall have the meaning set forth in Section 2.2.4 of this Agreement.

"Stadium Improvements" shall mean the Stadium, the improvements to be constructed

upon the Tenant Parking Area, the Retail Area, the Riverwalk Plaza Area, including the Private
Tenant Parking Area, on-site parking areas for and all buildings, structures, construction,

PHL:5793543.18/FCPOO 1-247606
15
development, improvements, facilities and amemtIes, Utilities, roads, buildings, and other
infrastructure installations, additions, partitions, hardware, equipment, fixtures, furnishings,
facilities, surfaces, structures, components, light fixtures, nontrade fixtures and improvements,
whether temporary or permanent (except, with respect to such items, only for movable furniture,
equipment, trade fixtures and other personal property belonging to Tenant or any Affiliate of
Tenant or their respective licensees and any equipment or systems, fixed or moveable, that are
leased by or in the name of Tenant or to which the vendor retains legal title), in or upon the
Stadium, the Tenant Parking Area, the Riverwalk Plaza Area, the Private Tenant Parking Area,
the on-site Parking Areas or the Retail Area, and other real and personal property associated
with, ancillary or related to or necessary for the operation of the Stadium, the Tenant Parking
Area, the Retail Area, the Riverwalk Plaza Area, or the Private Tenant Parking Area from time to
time constructed, installed and situated on the Stadium Land.

"Stadium Information System(s) shall have the meaning set forth in Section 7.19 of this
Agreement.

"Stadium Land" shall have the meaning set forth in the Preamble to this Agreement and
any and all appurtenances, easements, rights, licenses, hereditaments and privileges as may in
any way belong to or appertain thereto.

"Stadium Premises" shall mean the Stadium Land and, when constructed, the Stadium
Improvements (including, but not limited to, the Stadium). Stadium Premises includes the
Authority Funded Stadium Premises and the portion of the Stadium Premises funded by Tenant
and others.

"Stadium Premises Construction" shall mean all construction and development work at or
about the Stadium Land (including, but not limited to, labor, materials and supplies), necessary
to construct, develop and complete the Stadium Premises in accordance with the Plans and
Specifications, and all activities at or about the Stadium Land directly related thereto, including,
without limitation, design of the Stadium Premises, remediation of environmental conditions at
the Stadium Land and otherwise preparing the Stadium Land such that the site is ready for
construction, development and completion of the Stadium Premises as well as obtaining all
Approvals in connection therewith.

"Stadium Premises Costs" shall mean the costs of all land, hard, soft and financing costs
of the Stadium Premises Construction, including design fees, engineering fees, site acquisition
costs, site preparation costs, utility installations, labor and materials, construction fees, insurance
premiums, costs of sigJ1age, parking improvements, landscaping, furniture and fixtures, project
supervision fees, legal and financial fees, costs of scoreboards, lighting and sound equipment,
graphic design and public art.

"Stadium Use License" shall have the meaning given to that term in Section 7.3 of this
Agreement.

"Stadium Use License Agreement" shall mean the agreement(s) to be entered into from
time to time between Tenant and the Authority as described in Sections 7.13.2, 7.13.3 and 7.14.1

PHL:5793543.18/FCPOO 1-247606
16
 "Substantial Completion" or "Substantially Complete" or "Substantially Completed"
shall have the meaning set forth in Section 6.11.1 of this Agreement.

"Supplemental Payment" shall have the meaning set forth III Section 2.9 of this
Agreement.

"Taking" shall have the meaning set forth in Section 14.1 of this Agreement.

"Taking Tennination Date" shall have the meaning set forth in Section 14.2 of this
Agreement.

"Taking Untenantability Period" shall have the meaning set forth in Section 14.6 of this
Agreement.

"Taxes" shall have the meaning set forth in Section 5.1.2 of this Agreement.

"Team Home Game" shall mean each MLS Game of Tenant Affiliate during the Tenn,
that is scheduled by MLS as a home game of Tenant Affiliate. For the avoidance of doubt, Team
Home Game does not include any exhibition or tournament game played by Tenant Affiliate.

"Temporary Advertising" shall mean temporary signage (e.g. field boards, banners,
printed display advertising, etc.), electronic advertising (e.g. video board, LED signage, etc.) and
all other on-site advertising and promotion during the MLS Games including without limitation,
public address announcements, sponsor displays, kiosks, tabling, sampling, in-game promotions,
sideline presence, sponsorship of ball kids.

"Temporary Taking" shall have the meaning set forth in Section 14.5 of this Agreement.

"Tenant" shall have the meaning set forth in the Preamble to this Agreement.

"Tenant Affiliate" shall have the meaning set forth in the Preamble to this Agreement.

"Tenant Construction Obligation" shall have the meaning set forth in Section 6.1.1 of this
Agreement.

"Tenant Pennitted UseCs)" shall have the meamng set forth III Section 7.1 of this
Agreement.

"Tenant's Beneficial Rights" shall have the meaning set forth in Section 3.4 of this
Agreement.

"Tenant's Property" shall have the meaning set forth in Section 2.2.1 of this Agreement.

"Jenn" shall mean, collectively, the Preliminary Tenn and the Secondary Tenn and, only
if and to the extent Tenant exercises its rights pursuant to Section 2.3.3 of this Agreement, each
Renewal Tenn.

"Total Taking" shall have the meaning set forth in Section 14.2 of this Agreement.

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17
 "Transfer" shall have the meaning set forth in Section 9.1.1 of this Agreement.

"Transferee" shall have the meaning set forth in Section 9.1.1 of this Agreement.

"Trust Agreement" shall mean the trust agreement dated as of February 15, 2009 between
the Authority and the Trustee.

"Trustee" shall mean Wells Fargo Bank, National Association or any successor thereto.

"Underlying Agreements" shall mean the agreements defined in the Preamble and
attached hereto as Exhibits "C", "D" and "E".

"Uninsurable Casualty" shall have the meanmg set forth m Section 10.6 of this
Agreement.

"Use, Scheduling and Parking Rules" shall mean the rules and procedures promulgated
by Tenant with respect to the Stadium Premise.

"Users" shall have the meaning set forth in Section 9.3 of this Agreement

"Utilities" shall have the meaning set forth in Section 5.1.3 of this Agreement.

"Waiver of Liens" shall have the meaning set forth in Section 6.10.1 of this Agreement.

ARTICLE II
DEMISE OF STADIUM PREMISES

Section 2.1 Demise of Stadium Land.

2.1.1 Demise. Commencing on the Preliminary Term Commencement Date, in

consideration of the rents hereinafter reserved and the terms, covenants, conditions and
agreements set forth in this Agreement, the Authority demises and lets unto Tenant and Tenant
hires and leases from the Authority, the Stadium Land (as the same may be improved as
contemplated hereby at the time of reference) for the Preliminary Term subject to all Permitted
Encumbrances and (if and to the extent still valid and enforceable) all other encumbrances, title
exceptions, restrictive easements and other matters of record with respect to the Stadium Land.

2.1.2 Condition of Stadium Land. Tenant hereby acknowledges and agrees to

lease the Stadium Land in its "AS IS", "WHERE IS" condition, as the same may be modified,
altered, improved or constructed upon from time to time as contemplated by this Agreement.
Tenant hereby acknowledges that it will rely solely upon its own investigation, examination,
analysis and decisions in entering into this Agreement.

2.1.3 Authority Obligations. Nothing in Section 2.1.2 of this Agreement shall

be deemed to limit the Authority Contractual Financial Obligations.

2.1.4 Encumbrances. Tenant acknowledges that the Stadium Land is subject to

the Permitted Encumbrances. Tenant agrees to comply, at its sole cost and expense, and cause

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18
its agents, invitees, contractors, employees and assigns to comply, with all covenants, easements,
restrictions and obligations applicable to the Chester RDA and any successor, assignee or
transferee thereof set forth in the DRPA Sale Agreement, the PECO Declaration of Covenants
and the PECO Donation Agreement and any other covenants, restrictions, easements and
obligations otherwise applicable to the Stadium Land and/or any owner thereof as set forth in
any Permitted Encumbrances and to otherwise be bound thereby, and Tenant hereby further
agrees to assume any and all indemnification obligations of Chester RDA and the Authority
under the DRPA Sale Agreement, the PECO Declaration of Covenants, the PECO Donation
Agreement and any other Permitted Encumbrances.

2.1.5 PECO Mitigation Area. The Authority hereby leases to Tenant all right,
title and interest of the Authority in and to the PECO Mitigation Area, for the purpose only of
permitting Tenant to convert the PECO Mitigation Area into a portion of the Delaware River
which Tenant hereby agrees to perform in accordance with Applicable Laws. The PECO
Mitigation Area does not include the River Walk Plaza Area.

Section 2.2 Demise of Stadium Facility.

2.2.1 Demise. Commencing on the Secondary Term Commencement Date, in

consideration of the rents hereinafter reserved and the terms, covenants, conditions and
agreements set forth in this Agreement, the Authority demises and lets unto Tenant and Tenant
hires and leases from the Authority, the Stadium Facility for the Secondary Term and upon and
subject to the conditions, terms, agreements and covenants set forth herein, exclusive of the
property and improvements to be described by Tenant and submitted by Tenant to the Authority
pursuant to Section 3.4 of this Agreement (collectively, the 'Tenant's Property"), which Tenant's
Property will be owned by Tenant.

2.2.2 Condition of Stadium Facility. Tenant hereby acknowledges and agrees to

lease the Stadium Facility in its "AS IS", "WHERE IS" condition, as the same may be modified,
altered, improved, constructed or reconfigured from time to time as contemplated by this
Agreement. Tenant expressly acknowledges that, except for the Authority's obligation to fund
the amounts set forth in Section 2.1.3 of this Agreement, the Authority has not made any
promises to alter, remodel, improve, repair, decorate or clean or otherwise prepare the same or
any part thereof.

2.2.3 Tenant's Property. The Tenant's Property is and at all times during the
Term of this Agreement shall be deemed to be owned by and be the property of Tenant and,
upon termination or expiration of this Agreement or Tenant's right of possession under this
Agreement, the Tenant's Property shall be governed by Sections 3.3 and 3.4 of this Agreement.
In the event of the early termination of this Agreement resulting from the willful default of the
Authority hereunder consisting of a substantial breach of the covenant of quiet enjoyment, the
Authority will pay to the Tenant the then fair market value of the Tenant's Property, the liability
of the Authority to be limited to its interest in the Stadium Premises.

2.2.4 Stadium Facility. The Stadium Improvements (exclusive of the Tenant's

Property) and any and all appurtenances, easements, rights, licenses, hereditaments and
privileges as may in any way belong to or appertain thereto or inure to the benefit thereof shall

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19
constitute and shall be referred to collectively as the "Stadium Facility". The Stadium Facility is
and at all times shall be owned by and be deemed to be the property of the Authority and upon
termination or expiration of this Agreement for any reason or Tenant's right of possession under
this Agreement, the same shall remain upon the Stadium Land all without compensation,
allowance or credit to Tenant and upon such expiration or termination the Tenant's Property
shall be conveyed to the Authority for $100.00 as provided in Section 3.3 and shall remain upon
the Stadium Land.

2.2.5 Effectiveness of Agreement. This Agreement shall be effective and,

subject only to the conditions set forth in Article IV of this Agreement, binding upon the
Authority and Tenant beginning on the Effective Date.

Section 2.3 Term of Agreement.

2.3.1 Preliminary Term.

2.3.1.1 Preliminary Term Commencement Date. Subject to Tenant's

right to terminate as set forth in this Agreement, the "Preliminary Term" shall commence on
such date as all of the conditions to Tenant's obligations as set forth in Section 4.1.1 of this
Agreement have been satisfied or waived in writing by Tenant and all conditions to the
Authority's obligation as set forth in Section 4.1.3 of this Agreement have been satisfied or
waived by the Authority (the "Preliminary Term Commencement Date"), and shall expire on the
Secondary Term Commencement Date.

2.3.1.2 Confirmation of Preliminary Term Commencement Date. When

the Preliminary Term Commencement Date is established, the Authority and Tenant shall
promptly execute a memorandum evidencing such Preliminary Term Commencement Date.

2.3.2 Secondary Term.

2.3.2.1 Secondary Term Commencement Date. Unless otherwise agreed

to by the parties, the "Secondary Term" of this Agreement shall commence on Substantial
Completion of the Stadium Premises Construction in accordance with Article VI of this
Agreement (the "Secondary Term Commencement Date"), and shall continue until July 15,
2039, but if the expiration date of the Secondary Term would otherwise occur during an MLS
season, Tenant may by notice to the Authority extend the Secondary Term to expire thirty (30)
days following the last Team Home Game in such season but not later than December 31 of such
calendar year. However, if Substantial Completion of the Stadium Premises Construction occurs
after July 1 of the applicable Calendar Year Tenant may, by written notice to the Authority, elect
to postpone the Secondary Term Commencement Date until the immediately succeeding April 1.

2.3.2.2 Failure to Achieve Substantial Completion of the Stadium

Premises. Notwithstanding the provisions in Section 2.3.2.1, in no event shall the date of
Substantial Completion of the Stadium Premises Construction be extended beyond the date that
is the three (3) year anniversary of the date of issuance of the Bonds except by reason of Force
Majeure or wrongful failure of the County to advance the proceeds of the County Grant or of the
Commonwealth to advance the Commonwealth Grant, without the prior written consent of the
Authority.

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 2.3.2.3 Confirmation of Secondary Term Commencement Date. When
the Secondary Term Commencement Date is established, the Authority and Tenant shall
promptly execute a memorandum evidencing such Secondary Term Commencement Date and
the termination date of the Secondary Term in substantially the form of Exhibit N attached
hereto and made a part hereof.

2.3.3 Renewal Term(s).

2.3.3.1 Renewal Options. Provided that Tenant has not committed an

Event of Default which is continuing, Tenant shall have the right (but not the obligation) to
extend the Secondary Term in accordance with Section 2.3.3.2 of this Agreement for up to two
(2) consecutive renewal periods of ten (10) years each (if exercised, each ten (lO)-year period
being referred to in this Agreement as a "Renewal Term").

2.3.3.2 Exercise of Renewal Terms. To extend the Term of this

Agreement beyond the Secondary Term or each Renewal Term, Tenant must give written notice
to the Authority not later than six (6) months prior to the expiration of the Secondary Term or
each Renewal Term, as the case may be (the "Renewal Date(s)"). If Tenant shall fail to give
notice of its intention to exercise its option to renew or extend the Term by the applicable
Renewal Date, Tenant's unexercised option to renew or extend the Term shall be deemed to have
terminated, unless the Authority shall give notice to Tenant of its agreement to extend the
Renewal Date.

2.3.3.3 Terms. The terms and provisions of this Agreement applicable

during each Renewal Term shall be the same as set forth in this Agreement for the Secondary
Term, except that the Base Rent for each Renewal Term will be the fair market rent determined
in accordance with the procedure described in Exhibit "R" attached hereto and made a part
hereof.

2.3.3.4 Confirmation. When the commencement date of any Renewal

Term is established following the valid exercise by Tenant of an option to renew or extend the
Term of this Agreement as set forth hereinabove, the Authority and Tenant shall promptly
execute a memorandum evidencing such commencement date and the termination date of such
Renewal Term.

2.3.4 End of Term. This Agreement shall expire at the end of the Term
absolutely and without the need for notice from or any action by either party to the other.

Section 2.4 Base Rent. The Authority hereby acknowledges receipt from Tenant of
the amount of Thirty Dollars ($30.00) representing base rent ("Base Rent") paid in advance for
the entire Secondary Term of this Agreement. During each Renewal Term, Tenant hereby agrees
to pay to the Authority and the Authority hereby af,'Tees to accept Base Rent in monthly
installments payable in advance on the first day of each month, the installments for the first and
last months to be pro rated if such periods are less than a full month.

Section 2.5 Net Lease. Tenant acknowledges and agrees that (except as provided
otherwise in this Af,'Teement) this Agreement is a net lease to the Authority and that Tenant shall
be responsible during the Term for any and all costs, charges, amounts, fees, expenses and
PHL:5793543.18/FCPOOI-247606
21
outlays arising from or relating to the Stadium Premises and the use and occupancy of the
Stadium Premises, the contents thereof or the business carried on therein.

Section 2.6 Additional Rent. Tenant covenants and agrees to pay and discharge as
additional rent ("Additional Rent"), without demand, notice, set-off or deduction all obligations
pursuant to this Agreement that Tenant assumes or agrees to payor discharge with respect to the
Stadium Premises. Notwithstanding anything in this Agreement to the contrary, the Authority
and Tenant acknowledge that all charges other than "Base Rent" are deemed "Additional Rent"
for purposes of enforcing the Authority's remedies, and shall not be construed as "Rent" in the
event of the imposition of any tax on "Rent".

Section 2.7 Rent. Base Rent and Additional Rent are sometimes referred to
hereinafter, collectively, as the "Rent".

Section 2.8 Assignment of License Agreement. To provide additional parking for

Stadium Events until alternative permanent parking is available, Tenant has entered into the
License Agreement. Tenant agrees to conditionally assign to the Authority all rights of Tenant
under the License Agreement pursuant to an assignment agreement to be entered into by the
parties.

Section 2.9 Supplemental Payments. Tenant covenants and agrees to pay and
discharge annually, within sixty (60) days after the end of each Lease Year, the following
supplemental payments ("Supplemental Payments") to the Commonwealth (or its designee):

2.9.1 A One Dollar ($1.00) per ticket surcharge for all events held in the
Stadium other than Team Home Games, MLS playoff or exhibition games and international
soccer games; and

2.9.2 If Tenant imposes a fee for parking at Stadium Events, ten percent (10%)
of any event net parking fees charged by Tenant.

The obligation to make the Supplemental Payments is conditioned upon use thereof by
the Commonwealth or its designee to support housing and community development in the area
surrounding the waterfront development portion of the Stadium Premises as described in Exhibit
'''I''.

ARTICLE III
FUNDING OF CONSTRUCTION AND OWNERSHIP OF INTERESTS

Section 3.1 Funding.

3.1.1 Stadium Premises. Tenant shall payor cause to be paid the fees, costs and
expenses of all Stadium Premises Construction which shall be funded as follows:

3.1.1.1 Authority. The Authority shall contribute an amount equal to

Thirty Million Dollars ($30,000,000.00) towards the costs of the Authority Funded Stadium
Premises (the "Authority Stadium Facility Contribution"). The Authority Stadium Facility
Contribution shall be allocated to Eligible Costs of the Authority Funded Stadium Premises in

PHL:5793543.18/FCPOOl-247606
22
accordance with the schedule attached hereto as Exhibit "U". The Authority Stadium Facility
Contribution shall consist of the County Grant which shall be held in the Project Fund
established under the Trust Agreement. Disbursements from the Project Fund shall be made by
requisition in the form set forth in the Trust Agreement and shall be applied solely to the Eligible
Costs, signed by the Tenant and approved by the Authority or its designee. Each disbursement
of the Authority Stadium Facility Contribution is subject, at the discretion of the Authority, to
satisfactory inspection by the Authority Inspector. No approval by the Authority Inspector of a
request for disbursement of the Authority Stadium Facility Contribution shall give rise to any
liability or responsibility of the City, the County or the Authority relating to the quality or
quantity of the work, the rate of progress and completion of the work, the sufficiency of
materials or labor being supplied in connection with the work, or any errors, omissions,
inconsistencies, or other defects of any nature in the Plans and Specifications. Any inspection of
the work that the City, the County or the Authority may elect to make, whether through any
consultant, agent, employee or officer, shall be solely for their information and under no
circumstances shall any inspection be deemed to have been made for the purpose of supervising
or superintending the work or for the information or protection of the right or interest of any
person or entity other than the City, the County and the Authority.

3.1.1.2 Application of Commonwealth Grant. The Chester RDA, as the

grantee of the Commonwealth (or assignee of the Chester RDA ), has obtained a grant in the
amount of not less than Twenty-Seven Million Dollars ($27,000,000.00) from the
Commonwealth (the "Commonwealth Grant"), and shall apply the Commonwealth Grant toward
the total cost of Stadium Premises Costs. The Authority, the Chester RDA and Tenant will enter
into all necessary agreements with the Commonwealth to obtain the Commonwealth Grant (the
"Commonwealth Grant Agreement") pursuant to the requirements of CFDEA. The
Commonwealth Grant shall be disbursed as Stadium Premises Construction progresses in such
installments and subject to such terms and conditions as the Commonwealth Grant Agreement
shall provide, and the Chester RDA's obligation to so contribute or disburse such amount shall
be subject to the its receipt of such funds from the Commonwealth.

3.1.1.3 Additional Funding Sources. The parties acknowledge that

Tenant expects to receive Eighteen Million Dollars ($18,000,000) of additional funding (the
"Additional Funding") from one or more of the following "Additional Funding Sources",
pursuant to grant and subgrant agreements from the following sources or other Commonwealth
grant programs for the payment of a portion of the Stadium Costs (the "Additional Grant Award
Agreements") reasonably satisfactory to Tenant (it is understood and agreed that the Authority
will own the Stadium Premises free of liens and encumbrances (other than the Permitted
Encumbrances), except that if required by the Commonwealth or an agency of the
Commonwealth, the Authority will permit Tenant to grant liens for the loans listed as numbers 3
and 7 below not in excess of $7 million, which loans shall be for ten (10) years or less and shall
not be refinanced with a lien on improvements without Authority consent):

(1) Infrastructure Development Program Grant - $2,000,000;

(2) Housing and Redevelopment Assistance Grant -

$2,000,000;

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23
 (3) Industrial Sites Reuse Program Grant or Loan - $2,000,000;

(4) Growing Greener II Grant - $2,000,000;

(5) PennDOT and Department of Environmental Protection

Grant - $4,000,000;

(6) Department of Conservation and Natural Resources Grant-

$1,000,000; and

(7) First Industry Loan - $5,000,000

3.1.1.4 Construction Loan. Tenant has arranged a construction loan

through Sovereign Bank in the amount of Twenty Five Million Dollars ($25,000,000.00).

3.1.1.5 Tenant. Tenant shall be responsible for any and all costs and
expenses (including, but not limited to, cost overruns and any shortfall in the Commonwealth
Grant or in any of the Additional Funding) respecting the Stadium Premises Construction to the
extent they exceed the total amount of the Commonwealth Grant as set forth in Section 3.1.1.2 of
this Agreement, the Authority Stadium Facility Contribution as set forth in Section 3.1.1.1 of this
Agreement and the Additional Funding from the Additional Funding Sources described in
Sections 3.1.1.3. Tenant funds for Stadium Premises Costs shall be expended substantially in
accordance with Exhibit "U".

3.1.1.6 Disbursements. Subject to the tenns and conditions hereof, it is

contemplated that (i) the Chester RDA shall disburse the proceeds of Commonwealth Grant and,
to the extent it holds such funds, the Additional Funding Sources, in accordance with the
applicable Grant Award Agreement, and (ii) the Authority will disburse the Authority Stadium
Facility Contribution in accordance with the County Grant Agreement. Tenant shall at all times
comply and cause its officers, directors, agents, employees, contractors and affiliates to comply
with the tenns and conditions of the Grant Award Agreements and the County Grant Agreement.
Each request for payment by Tenant shall comply with the tenns and provisions of the applicable
Grant Award Agreement or the County Grant Agreement, whichever applies.

Tenant shall make requests to the Chester RDA for disbursements of the
Commonwealth Grant and the Additional Funding Sources from time to time only to pay for
labor, services, and materials which are intended to be funded through the respective
Commonwealth Grant or Additional Funding Source in accordance with the requirements
thereof. All requests to the Chester RDA for disbursements shall be simultaneously delivered to
the Authority, the City and the County. Each disbursement of the proceeds of the
Commonwealth Grant and the Additional Funding Sources is subject, at the discretion of the
Chester RDA, to satisfactory inspection by the Authority Inspector. No approval by the
Authority Inspector of a request for disbursement of the Commonwealth Grant of the Additional
Funding shall give rise to any liability or responsibility to the Chester RDA, the City, the County
or the Authority relating to the quality or quantity of the work, the rate of progress and
completion of the work, the sufficiency of materials or labor being supplied in connection with
the work, or any errors, omissions, inconsistencies, or other defects of any nature in the Plans
and Specifications. Any inspection of the work that the Chester RDA, the City, the County or
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24
the Authority may elect to make, whether through any consultant, agent, employee or officer,
shall be solely for their information and under no circumstances shall any inspection be deemed
to have been made for the purpose of supervising or superintending the work or for the
information or protection of the right or interest of any person or entity other than the Chester
RDA, the City, the County and the Authority.

Section 3.2 Authority Ownership Interest. It is acknowledged and agreed that at all
times during the Term of this Agreement, legal ownership of and legal title to the Stadium
Premises (other than the Tenant's Property, which Tenant owns, as described in Section 3.3
below) and all installations, additions, partitions, hardware, light fixtures, nontrade fixtures and
improvements, whether temporary or permanent (except in each case only for furniture, trade
fixtures and equipment and other personal property belonging to Tenant or its licensees and any
equipment or systems, fixed or moveable, that are leased by or in the name of Tenant or to which
the vendor retains legal title), in or upon the Stadium Premises, whether placed there by the
Authority or Tenant and not constituting Tenant's Property, are and at all times shall be vested in
and remain in the Authority. Tenant agrees that all Rent and other payments required to be made
by Tenant under this Agreement (other than PILOT Payments and Supplemental Payments) shall
be made solely to the Authority and shall constitute the property of the Authority.

Section 3.3 Tenant Ownership Interest. It is acknowledged and agreed that at all times
during the Term of this Agreement and subject to the terms and provisions set forth in this
Agreement, Tenant shall have legal and beneficial ownership of and legal title to a leasehold
interest in and to the Stadium Facility and shall have legal and beneficial ownership of and legal
title to the Tenant's Property. On the last day of the Term of this Agreement, or upon any earlier
termination of this Agreement, Tenant's leasehold interest under this Agreement shall
automatically terminate and the title and interest in and to the Tenant's Property (free and clear
of any liens, claims and encumbrances of whatever nature other than Permitted Encumbrances)
shall automatically vest in the Authority without the necessity of any further action by either
party hereunder, provided, however, that upon the Authority'S request, Tenant shall execute and
deliver to the Authority (in recordable form) all documents necessary to evidence such
termination and/or to fully complete and effectuate the transfer and conveyance of the title in and
to the Tenant's Property to the Authority in accordance with the terms of this Section 3.3. Upon
reversion of Tenant's leasehold interest hereunder and the transfer of Tenant's Property to the
Authority as aforesaid, the Authority shall pay to Tenant the amount of One Hundred Dollars
($100) which the parties agree is the aggregate fair market value of Tenant's Property and the
residual interest in Tenant's leasehold estate under this Agreement as of the date of the reversion
of such leasehold interest and the transfer of Tenant's Property to the Authority. Tenant shall
indemnify and hold harmless the Authority from and against any and liens, security interests,
mortgages or other encumbrances, other than Permitted Encumbrances and liens that relate to the
acts or omissions of the Authority, on any Tenant Property and/or the Stadium Premises.

Section 3.4 Tenant's Beneficial Rights. Notwithstanding the legal ownership of the
Stadium Premises and leasehold interest as described in Sections 3.2 and 3.3 of this Agreement,
it is acknowledged and agreed that Tenant will pay for and construct or provide (or cause to be
constructed or provided) the Tenant's Property to be placed in or upon the Stadium Premises,
that Tenant shall retain the sole legal and beneficial and depreciable interest for federal, state and
local income tax purposes (to the extent of its investment) in the Tenant's Property and that for

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25
all income tax purposes neither the Authority nor any other Person shall have the right to tax
benefits arising from the Tenant's Property such rights being exclusively reserved to Tenant
("Tenant's Beneficial Rights") unless assigned by Tenant, in whole or in part, to one or more
third parties. For purposes of identifying the Tenant's Property and Tenant's Beneficial Rights
therein, following Completion of the Stadium Premises Construction, Tenant shall cause a
nationally recognized accounting, appraisal or valuation firm satisfactory to the Authority to
prepare a schedule (which shall be final and binding on the parties absent manifest error)
allocating Tenant's investment among the items forming the Tenant's Property as it shall elect;
provided such allocation is in compliance with the requirements of Section 3.1.1.1 hereof and of
the County Grant Agreement and allocating the Authority Stadium Facility Contribution in
compliance with Section 3.1.1.1 of this Agreement and the County Grant Agreement to items
which shall be beneficially owned by the Authority, and the Authority shall be treated as the
owner of such assets for federal, state and local income tax purposes. In the event that, pursuant
to the provisions of this Agreement, Tenant expends funds in addition to the cost of the Tenant's
Property to satisfY any overruns in 'hard costs' in connection with the Stadium Premises
Construction, Tenant's proportionate ownership interest in and to the Stadium Improvements
shall be increased to reflect Tenant's additional investment in the Stadium Improvements and
such additional ownership interest shall constitute and become part of "Tenant's Property".
Neither Tenant's ownership of nor Tenant's Beneficial Rights in the Tenant's Property shall in
any way affect, limit, modify or change in any way the rights, obligations and responsibilities of
the parties hereto, as more particularly set forth in this Agreement.

ARTICLE IV
CONDITIONS PRECEDENT

Section 4.1 Preliminary Term Conditions Period. Commencing on the Effective Date
and continuing until the first day funds from the County Grant are delivered by the County to the
Authority (regardless of the occurrence of any Force Majeure Event), unless otherwise extended
or waived in writing by the Authority and Tenant as contemplated in this Article IV (the
Preliminary Term Conditions Period"), the Authority and Tenant, as the case may be, shall use
their good faith and diligent efforts to pursue and fulfill the conditions to be fulfilled by such
party as described herein:

4.1.1 Conditions Precedent to Obligations of Tenant. Tenant shall have no

obligation to perform any of its obligations under this Agreement relating to the Preliminary
Term or any periods thereafter (including, but not limited to, the contribution or payment of any
funds, amounts or money hereunder) unless all of the following conditions have been satisfied
(or waived in writing by Tenant) on or before the expiration of the Preliminary Term Conditions
Period:

4.1.1.1 The PILOT Agreement shall have been authorized and executed
by the City, Keystone and the Tenant Affiliate;

4.1.1.2 Tenant shall have received evidence reasonably satisfactory to

Tenant that the Authority shall have acquired good and marketable, fee simple title to the
Stadium Land free and clear of all covenants, restrictions, easements, liens, charges, tenancies,
occupancies (or claims to occupancies), encumbrances and other title objections, except for the

PHL:5793543.18/FCPOOI-247606
26
Pennitted Encumbrances and other liens, restrictive covenants and encumbrances that do not
materially adversely impair the right of Tenant to the use and enjoyment ofthe Stadium Premises
as contemplated in this Agreement;

4.1.1.3 All of the ordinances listed on Exhibit "S" attached hereto and
made a part hereof (being the ordinances necessary for the Stadium Premises Construction and
Tenant's use and enjoyment of the Stadium Premises as contemplated by this Agreement) shall
have been enacted by City Council, and approved by the Mayor;

4.1.1.4 The Chester RDA shall have entered into the Underlying
Agreements in a fonn reasonably acceptable to Tenant (a fully executed copy of which shall
have been delivered to Tenant);

4.1.1.5 The variances, special exceptions or Approvals listed on Exhibit

"T" attached hereto and made part hereof shall have been issued in final and unappealable fonn;

4.1.1.6 Tenant shall have received reasonable evidence that the

Authority has the authority to execute, deliver and perfonn this Agreement and that the
Authority's Board shall have authorized the Authority to enter into and perfonn this Agreement
and all other documents entered into in connection with this Agreement as of such date to which
the Authority is a party;

4.1.1.7 The Authority shall have entered into the County Grant
Agreement and established the Project Fund under the Trust Agreement.

4.1.1.8 The letter from Governor Rendell addressed to Robert Buccini

and Nick Sakiewicz dated January 25, 2008 "Re: Rivertown at Chester Project" shall remain in
full force and effect in accordance with its tenns;

4.1.1.9 Tenant shall have been provided with access to the Stadium Land
for the purpose of perfonning such inspections, testing and investigation (including, but not
limited to, environmental, geotechnical and surveying) as Tenant reasonably deems reasonably
necessary and Tenant shall have been satisfied in its reasonable discretion with the results of
such inspection, testing and investigations.

4.1.1.10 Tenant shall have received from MLS any required approval of
this Agreement as conclusively evidenced by the signature of MLS on the signature page of this
Agreement, and Tenant shall have furnished to the Authority reasonable evidence that Tenant
has received from MLS any required approval of the commencement of the Stadium Premises
Construction; provided that Tenant and Tenant Affiliate shall undertake their best efforts and
shall at all times proceed diligently and in good faith to receive such approval;

4.1.1.11 Intentionally Omitted.

4.1.1.12 All pennits, licenses and other Approvals (in form and substance
reasonably acceptable to Tenant) necessary for Tenant to commence the Stadium Premises
Construction shall be immediately available to Tenant; and

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 4.1.1.13 Intentionally Omitted.

4.1.1.14 Tenant and the Authority (or the Chester RDA), as the case may
be, shall have entered into one or more agreements in form and content reasonably satisfactory to
Tenant whereby the Authority or the Chester RDA (as the case may be) agrees that the proceeds
of the Additional Funding shall be available to Tenant for Stadium Improvements.

4.1.2 Failure of Tenant Conditions. If any condition set forth in Section 4.1.1
above has not been fulfilled or satisfied in all material respects by the end of the Preliminary
Term Condition Period, Tenant may, at its sole discretion:

4.1.2.1 terminate this Agreement upon not less than thirty (30) days'
prior written notice to the Authority of such unfulfilled condition;

4.1.2.2 waive in writing the fulfillment or satisfaction of such condition;

or

4.1.2.3 enter into a written agreement with the Authority to extend the
Preliminary Term Conditions Period to end on a new mutually acceptable date.

Notwithstanding the foregoing, in connection with any condition set forth in Section
4.1.1 for which Tenant or Tenant Affiliate is responsible for the fulfillment thereof, including,
but not limited to 4.1.1.3, 4.1.1.4, 4.1.1.5, 4.1.1.10, and 4.1.1.12, Tenant shall at all times
proceed (or cause such other parties to proceed) diligently and in good faith and otherwise use
their respective best efforts to achieve the fulfillment and satisfaction thereof, and if the non-
fulfillment or non-satisfaction of any such condition results from or relates to the failure of any
such party to act accordingly, Tenant shall be deemed to have waived its right to terminate for
that condition.

4.1.3 Conditions Precedent to Obligations of Authority. The Authority (or the

Chester RDA) shall have no obligation to perform any of its obligations under this Agreement
relating to the Preliminary Term or any periods thereafter (including, but not limited to, the
release of the proceeds of any contribution or payment of any funds, amounts or money
hereunder) if all of the following conditions have not been satisfied or waived in writing by the
Authority (or the Chester RDA) on or before the expiration of the Preliminary Term Conditions
Period:

4.1.3.1 The PILOT Agreement shall have been authorized and executed
by the City, Tenant, Keystone and the Tenant Affiliate;

4.1.3.2 All of the ordinances listed on Exhibit "S" attached hereto and
made a part hereof (being the ordinances necessary for the Stadium Premises Construction and
Tenant's use and enjoyment of the Stadium Premises as contemplated by this Agreement) shall
have been adopted by City Council in form and substance reasonably satisfactory to Tenant, and
approved by the Mayor;

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28
 4.1.3.3 The letter from Governor Rendell addressed to Robert Buccini
and Nick Sakiewicz dated January 25, 2008 "Re: Rivertown at Chester Project" shall remain in
full force and effect in accordance with its terms;

4.1.3.4 Tenant shall have received from MLS any required approval of
this Agreement as conclusively evidenced by the signature of MLS on the signature page of this
Agreement, and Tenant shall have furnished to the Authority reasonable evidence that Tenant
has received from MLS any required approval of the commencement of the Stadium Premises
Construction;

4.1.3.5 Tenant shall have received financing commitments from one or

more Institutional Lender(s) in form and substance reasonably acceptable to Authority in an
amount of not less than $25,000,000;

4.1.3.6 The Authority shall have received a copy of all performance

bonds required pursuant to Section 6.9 hereof, which bonds shall list the Authority as obligee
with respect thereto;

4.1.3.7 The Authority shall have received, coincident with the execution
and delivery of the County Grant Agreement and the establishment of the Project Fund, the
Certificate of Tenant to the effect that all of the conditions precedent to the obligations of Tenant
have been fulfilled or waived by Tenant other than the condition contained in subsection 4.1.1.7
and that the condition contained in subsection 4.1.1.7 shall be fulfilled by the execution and
delivery of the County Grant Agreement and the establishment of the Project Fund.

4.1.3.8 The Authority shall have received an estoppel and agreement

from MLS in favor of the Authority, the City and the County stating that the Operating
Agreement and the Expansion Agreement are in full force and effect and containing such other
representation onviLS as may be reasonably required by the Authority; and

4.1.3.9 Intentionally Omitted.

4.1.4 Failure of Authority Conditions. If any condition set forth in Section 4.1.3
above has not been fulfilled or satisfied in all material respects by the end of the Preliminary
Term Condition Period, the Authority may, at its sole discretion:

4.1.4.1 terminate this Agreement upon not less than thirty (30) days'
prior written notice to Tenant of such unfulfilled condition;

4.1.4.2 waive in writing the fulfillment or satisfaction of such condition;

or

4.1.4.3 enter into a written agreement with Tenant to extend the

Preliminary Term Conditions Period to end on a new mutually acceptable date.

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 ARTICLE V
TAXES AND OTHER CHARGES

Section 5.1 Taxes and Impositions.

5.1.1 Payment in Lieu of Real Estate Taxes. Subject to the provisions of

Section 5.1.2 hereof and to the terms of the PILOT Agreement, Tenant's obligations under this
Agreement are conditioned upon Tenant not being liable or responsible, directly or indirectly,
during the Term of this Agreement for the payment of any Real Estate Taxes. Instead, pursuant
to an agreement among Tenant, Tenant Affiliate and Keystone, of the one part, and the City of
the other part in substantially the form attached hereto as Exhibit "V" (the "PILOT Agreement"),
commencing in 2010, Tenant shall make an annual payment in lieu of real estate taxes
("PILOT") of Five Hundred Thousand Dollars ($500,000.00) per annum for the first five (5)
years and One Hundred Fifty Thousand Dollars ($150,000.00) per annum for each year
thereafter during the Term (the "PILOT Payment(s)"). The payments under the PILOT
Agreement shall be made in lieu of Real Estate Taxes upon the entire Stadium Premises as
provided in the PILOT Agreement.

5.1.2 Impositions. In addition to Rent and the PILOT Payment(s), and subject
to Section 5.1.5 hereof, Tenant shall pay to the proper Governmental Authority, all
"Impositions" (as hereinafter defined) throughout the Term of this Agreement on or before the
day each such Imposition becomes due and payable, and before any fine, penalty, interest or cost
may be added thereto for the nonpayment thereof, it being the intention of the parties hereto that
the Rent reserved herein shall be received and enjoyed by the Authority free from all such
Impositions. The term "Impositions" shall mean all generally applicable and uniform sewer
rents, water rents and charges, municipal liens, license, permit fees, business privilege taxes and
parking taxes (if a parking fee is charged) if any, which at any time during the Term of this
Agreement may be created, levied, assessed, confirmed, adjudged, imposed or charged upon or
with respect to the Stadium Premises and the Tenant Permitted Use, or on any part of the
foregoing or any appurtenances thereto under any Applicable Law. As used in this Agreement
the terms "Impositions", "Rents" or "Taxes" shall not include Real Estate Taxes or PILOT
Payment(s). Nothing contained in this Agreement shall require Tenant to payor be charged for
any income or general business taxes imposed or assessed against the Authority. Nothing herein
is intended to waive the right of Tenant to claim an exemption by reason of the Stadium Land
and Stadium being in a Keystone Opportunity Zone. Notwithstanding the foregoing or anything
in this Agreement to the contrary, to the extent that the School District shall attempt to levy or
assess any real estate taxes which are not precluded by a Keystone Opportunity Zone or other
Commonwealth legislation, Tenant shall be responsible for the full and timely payment thereof
before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof.

5.1.3 Utilities and Services. Tenant, at it sole cost and expense, shall arrange,
procure, obtain and enter into contracts for the furnishing to the Stadium Premises or itself to
provide (a) all necessary utility services (such as water, sewer, gas, heat, electricity, power and
telephone and other utility and communication services) as such utilities are called for in the
Plans and Specifications, (b) cleaning and janitorial services and adequate dumpsters and trash
removal, (c) system and facility maintenance services (including, but not limited to, elevator,
escalator, boiler and air conditioning), and (d) any and all services deemed necessary or

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advisable by Tenant (collectively, the "Utilities"), in connection with the construction,
development, use and operation of the Stadium Premises.

5.104 Proration. Notwithstanding any other provision of this Article V if any

Impositions or Utility charges shall be created, levied, assessed, adjudged, imposed, charged or
become a lien with respect to a period of time which commences before or ends after the Tenn of
this Agreement, then, except for levies, assessments, judgments or charges caused by Tenant or
caused by the acts or omissions of Tenant, Tenant shall only be required to pay that proportion of
such Taxes, Impositions or Utilities which are equal to the proportion of said period which falls
within the Tenn of this Agreement.

5.1.5 Contest or Appeal of Imposition. Tenant shall have the absolute right to
contest or appeal any Taxes or Impositions, provided that: (a) such contest or appeal shall be at
Tenant's sole cost and expense, (b) such contest or appeal shall be by appropriate legal
proceedings conducted in good faith, and (c) such contest or appeal will not subject the Authority
to any civil or criminal liability or any fine, penalty, cost or expense (for which Tenant has not
offered to the Authority reasonable assurance of payment). Tenant shall pay any Taxes or
Impositions promptly after receipt of a final adverse judgment.

ARTICLE VI
CONSTRUCTION OBLIGATIONS

Section 6.1 Tenant Construction Obligation.

6.1.1 Commencement and Completion of Construction. Tenant shall perfonn or

cause to be perfonned the Stadium Premises Construction in accordance with the Plans and
Specifications and in accordance with all Applicable Laws and the tenns and conditions
hereinafter set forth (the "Tenant Construction Obligation").· Tenant has agreed, and Tenant
shall use its best efforts and at all times shall proceed diligently and in good faith with respect to
the Stadium Premises Construction, to cause the Stadium Premises Construction to reach
Substantial Completion no later than April 2010 (as the same may be extended by Force
Majeure, the "Scheduled Completion Date"). The Stadium Premises Construction shall be
perfonned and Completed in a good and workmanlike manner, free of defects, in accordance
with the Plans and Specifications and sound construction practices.

6.1.2 Bidding Requirements. In connection with the provisions of Section 6.1.1

of this Agreement with respect to the Tenant Construction Obligation (unless otherwise agreed to
in writing by Tenant and the Authority), Tenant shall comply with and observe, and shall require
the Construction Manager and each of its employees and agents, to comply with and observe the
bidding requirements set forth in Exhibit "H" attached to and made a part of this Agreement
("Bidding Requirements") with respect to all work, services or materials compensated or
reimbursed with funds provided under Sections 3.1.1.1,3.1.1.2 and 3.1.1.3 of this Agreement.

6.1.3 Funding of Construction. The Stadium Premises Construction shall be

funded and paid for in accordance with the tenns of Article III of this Agreement.

Section 6.2 Design Development Plans. Tenant has submitted to the Authority one (1)
copy of the Design Development Plans for the relevant phase of the Stadium Premises
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Construction, which plans have been identified as the "Design Development Plans", and
approved by the Authority, the County and the City. The Authority, the County and the City
each shall have the right to review and approve, at the cost and expense of Tenant, any material
changes to such Design Development Plans, such approval not to be unreasonably withheld,
conditioned or delayed. The Authority, the County and the City shall together utilize the
services of the Authority Inspector to review the Design Development Plans and Final Plans and
any material changes thereto. The Authority agrees not to withhold its approval of any
submission which meets the Design Standards. The Authority's, the City's and the County's
failure to disapprove the Design Development Plans within thirty (30) days of submission in
writing shall be deemed to be approval thereof.

Section 6.3 Submission of Final Plans.

6.3.1 Promptly following preparation, Tenant shall submit to Authority one (1)
copy of all necessary final plans, designs and specifications ("Final Plans") for any Stadium
Premises Construction, for review and approval, which Final Plans may be submitted at different
times for different phases or portions of such Stadium Premises Construction. Tenant shall label
these "Final Plans" and identify them by date.

6.3.2 Within fifteen (15) days after the Authority's receipt of any Final Plans,
the Authority, the City and the County shall determine whether such Final Plans are consistent
with the approved Design Development Plans for such Stadium Premises Construction and
provide Tenant with written notice setting forth any inconsistencies. The Authority, the City and
the County shall have the right to disapprove such Final Plans only to the extent that there is any
material change or inconsistency in matters covered by the Design Development Plans or the
Design Standards. In the event that any of the Authority, the County or the City does not
approve such Final Plans as submitted, it shall notify Tenant thereof within fifteen (15) days of
receipt, together with the specific reasons therefor, and Tenant shall submit amended Final Plans
to the Authority, the County and the City promptly following any such rejection; and the
Authority shall meet with the appropriate parties to resolve any items of dispute to the reasonable
satisfaction of all parties. Failure of the Authority and the County to disapprove such Final
Plans within said fifteen (15) day period shall be deemed an approval thereof by the Authority.

Section 6.4 "Fast Track" Scheduling. Notwithstanding anything to the contrary

contained in this Agreement, Tenant shall have the right, subject to the terms of this Section 6.4,
to design and pursue the Stadium Premises Construction on a "fast track" schedule.
Accordingly, certain Plans and Specifications may be produced and submitted to the Authority,
the County and the City for approval in accordance with Sections 6.2 and 6.3 of this Agreement
in stages and all Plans and Specifications for all phases or divisions of the Stadium Premises
Construction may not be completed prior to the completion of the Plans and Specifications for,
or the commencement of construction with respect to, certain phases or divisions of the Stadium
Premises Construction.

Section 6.5 GMP; Changes in Approved Plans.

6.5.1 At the earliest appropriate time, taking into account the relationship
between design certainty and achieving a cost-efficient guaranteed maximum price, Tenant shall

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32
cause the Construction Manager to provide to Tenant, and the contract between Tenant and the
Construction Manager will so provide, a guaranteed maximum price proposal for construction of
the Stadium Premises Construction. The guaranteed maximum price proposal or such other
pricing proposal as described in the immediately preceding sentence shall be referred to herein as
the "GMP".

6.5.2 Tenant shall not make any material change in the most recent plans for a
particular phase of the Stadium Premises Construction which have been approved in accordance
with the provisions of Sections 6.2, 6.3 and 6.4 of this Agreement without the prior written
approval of the Authority and the County (which approval shall be deemed approved if no
response is made within fifteen days). The Authority's, the County's and the City's review and
approval of changes in Design Development Plans shall be made in accordance with the
procedures and standards set forth in Sections 6.2 and 6.6 of this Agreement. The Authority's
and the County's review and approval of changes in Final Plans shall be made in accordance
with the procedures and standards set forth in Sections 6.3 and 6.6 of this Agreement.
Notwithstanding the foregoing, under appropriate circumstances, individuals who shall be
designated by the Authority in advance in writing to Tenant or to the Construction Manager may
orally approve requested changes in the Final Plans without the necessity of complying with the
procedures set forth in the foregoing provisions of this Section 6.5.2.

6.5.3 Tenant and the Authority hereby agree that supplemental instructions
submitted by the Architect merely to clarify the Plans and Specifications shall not alone be
considered a change in the Plans and Specifications under this Agreement.

6.5.4 The contract with the Construction Manager shall require (a) the
development, construction and Completion of the Stadium Premises Construction in accordance
with the Final Plans; and (b) a lump sum or GMP (as described in Section 6.5.1 above) for the
development, construction and Completion of the aspects of the Stadium Premises Construction
for which it is responsible.

Section 6.6 Authority, County and City Review. Tenant hereby acknowledges and
agrees that the review or approval by the Authority, the County and/or any of their respective
agents' or representatives' of all or any part or aspect of the Plans and Specifications, any
contract with the Construction Manager, any Prime Contractor(s) or any Contractor(s) or any
aspect of the Stadium Premises Construction shall not constitute an assumption of responsibility
for any aspect of such work, nor shall the same constitute a representation or certification by the
Authority that the Plans and Specifications (or any part thereof) are complete, adequate or
appropriate or that Stadium Premises Construction has been performed in a proper or good and
workmanlike manner or in accordance with the Plans and Specifications or any Applicable Law.
The Authority shall coordinate with the County and City to expedite the review process in
connection with review pursuant to any provisions of Sections 6.2 through 6.5.

Section 6.7 Employment of Construction Manager, Architect and Contractors.

6.7.1 Construction Manager. Tenant has selected or will select (with the
Authority's and the County's approval, not to be unreasonably withheld, delayed or conditioned
and deemed approved ifno response within fifteen (15) days) and shall, at Tenant's sole cost and

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expense, employ or cause to be employed, the Construction Manager during Stadium Premises
Construction and until Completion of such Stadium Premises Construction under this
Agreement. Tenant shall require the Construction Manager to select and enter into contracts
(which shall incorporate and be consistent with the requirements of this Agreement) with any
and all Contractor(s), as may be necessary to achieve Substantial Completion by the Scheduled
Completion Date.

6.7.2 Architect. Tenant has selected and has employed, at Tenant's sole cost
and expense, the Architect. The Architect shall visit the site with sufficient regularity to
familiarize himself generally with the progress and quality of the work and to detennine
generally whether the work is proceeding in accordance with the Final Plans. Upon Completion
of such Stadium Premises Construction, Tenant shall deliver to the Authority a statement of the
Architect that such Stadium Premises Construction has been Completed substantially in
accordance with the Final Plans as the same may be amended in accordance with this
Agreement.

Section 6.8 Inspection. Tenant shall furnish to the Authority, its agents and
representatives, access to the Stadium Premises during construction at any and all reasonable
times for purpose of inspecting any Stadium Premises Construction. In conducting such
inspections, the Authority shall take all measures necessary to minimize inconvenience to Tenant
and to avoid disruptions in the progress of the work. The Authority shall have no responsibility
to undertake any such inspections. Any such inspection undertaken by the Authority, or its
agents or representatives, is solely for the protection of the Authority, and Tenant hereby
confinns that neither the Authority nor its agents or representatives is making or will make any
representations and warranties as to any matters pertaining to the Stadium Premises
Construction. The Authority hereby releases and agrees to and shall indemnify, defend (using
counsel selected by the Authority or its insurer and reasonably acceptable to Tenant) and hold
Tenant, its Affiliates, and their respective partners, members, managers and employees, hannless
from and against any and all third-party suits, claims and actions, and all damages, liabilities,
losses, costs and expenses (including but not limited to reasonable attorneys fees of such
counsel) in connection therewith arising out of the Authority's or its respective agents',
employees; or representatives', gross negligence or willful misconduct during entry on the
Stadium Premises pursuant to this Section 6.8. The provisions of this Section 6.8. shall survive
the expiration or earlier tennination of this Agreement.

Section 6.9 Completion Assurances. Tenant shall obtain perfonnance, labor and
material payment bonds from any Contractor(s) in direct contractual relationship with the
Construction Manager and whose contract is for more than Two Hundred Fifty Thousand Dollars
(unless waived by Tenant and Authority) (the "Prime Subcontractor(s)") or with Tenant (e.g.
Contractors perfonning Specified Site Work) and such additional bonds as Tenant may deem
necessary and desirable from the Construction Manager. Tenant shall provide the Authority with
evidence to the reasonable satisfaction of the Authority demonstrating that the Authority, the
City and the County are listed as additional obligees with respect to each such bond.

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 Section 6.10 Prompt Payment and Mechanics' Liens.

6.10.1 Tenant agrees that in connection with the perfonnance of any

construction, alteration, improvements or repairs in or on the Stadium Premises, including the
Stadium Premises Construction, Tenant shall provide in all contracts with the Construction
Manager and require the Construction Manager to provide in each contract with the Prime
Contractor(s), and shall require the Construction Manager to require the Prime Contractor(s) to
provide in each contract with any of their Contractor(s), provisions obligating them, for
themselves and anyone else acting or claiming by, through or under each of them, to (i) make
prompt payment for all material furnished, labor supplied or perfonned, rental for equipment
employed and services rendered by public utilities in or in connection with said construction
(whether or not the material, labor, equipment or services enter into and become component parts
of any improvements on the Stadium Premises) and (ii) to deliver in connection with each
payment a conditional or final, as applicable, release and waiver of all rights to file a mechanic's
or materialman's lien, or notice of intention to file any lien, and to covenant, promise and agree
that no mechanic's lien or other lien of any kind whatsoever shall be filed or maintained against
the Stadium Premises, or the estate or title of Tenant or the Authority therein, by or in their
respective names or in the name of any Contractor(s) acting or claiming by, through or under any
of them for work done or materials furnished in connection with the Stadium Premises or under
this Agreement or by any other party acting by, through or under them or any of them for or with
respect to the Stadium Premises, or any part thereof (the "Waiver of Liens").

6.10.2 Waiver of Liens. Prior to making final payment to any Contractor(s),

Tenant shall obtain and furnish to the Authority written releases of mechanics' or materialmens'
liens from the Contractor(s) to whom final payment is being made in recordable fonn reasonably
acceptable to Authority.

6.10.3 Removal of Liens. Should any mechanic's or materialman's lien attach to

the Stadium Premises (or any part thereof) as a result of any work on the Stadium Premises by
Tenant or any Person claiming directly or indirectly by, through or under Tenant. Tenant shall,
within sixty (60) days after Tenant learns that such lien has attached to the Stadium Premises,
cause removal thereof by payment or by obtaining and filing a bond in accordance with all
Applicable Laws or obtaining title insurance coverage. Tenant shall have the right, within such
sixty (60)-day period, to commence and thereafter, diligently pursue in good faith a contest of
such mechanic's or materialmen's lien. Tenant shall indemnify and hold hannless the Authority
and its officers and directors from and against any such lien and any suits, claims, losses,
damages, expenses (including attorney's fees and costs of defending any suit), relating from or
arising out of the Stadium Premises Construction. The provisions of this paragraph 6.10.3 shall
survive the tennination or expiration of this Agreement.

Section 6.11 Completion of Stadium Premises Construction.

6.11.1 Substantial Completion. The Stadium Premises Construction shall be

deemed to be "Substantially Complete" or "Substantially Completed" or to have reached
"Substantial Completion" for the purpose of this Agreement upon Tenant furnishing to the
Authority the following items with respect to the Stadium Premises Construction:

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35
 6.11.1.1 A written statement from Tenant's Architect that the Stadium
Premises Construction has been substantially completed in accordance with the Final Plans, as
amended, to allow Tenant to occupy the Stadium Premises for the Tenant Permitted Use(s),
subject to certain incomplete, insubstantial details of construction, mechanical adjustment or
decoration and other punchlist items (the "Punchlist Items").

6.11.1.2 A copy of the temporary, if that is all that is available, Certificate

of Occupancy and copies of all other Approvals from the City (or any other Governmental
Authority) for the Stadium Premises permitting Tenant to occupy the Stadium Premises and
conduct the Tenant Permitted Use(s) thereon; and

6.11.1.3 If required by MLS, all required or appropriate acknowledgments

and approvals from MLS.

6.11.2 Completion Punchlist. The Stadium Premises Construction shall be

deemed to be "Complete" or "Completed" (and the Stadium Premises Construction to have
reached "Completion") when Tenant shall have completed, repaired or corrected, or caused to be
so done, any and all Punchlist Items.

Section 6.12 Authority Cooperation. The Authority will cooperate with Tenant to assist
it in expediting and obtaining on a schedule reasonably calculated to achieve Substantial
Completion on or before the Scheduled Completion Date, all necessary permits, road closings or
relocations, zoning changes and other Approvals.

Section 6.13 The Tax Exempt Obligations. The Tenant acknowledges that the
Authority Stadium Facility Contribution is funded by the County Grant which is derived from
the proceeds of tax-exempt debt of the County:

6.13.1 The Tenant hereby specifically acknowledges that such debt proceeds are
used in a "private business use" for the purposes of federal income tax laws, when:

6.13.1.1 the Tenant expends such debt proceeds on the Authority Funded
Stadium Premises; and

6.13.1.2 the Authority Funded Stadium Premises are used (other than
through use as a member of the general public), directly or indirectly, by an entity or entities that
are not governmental units, such as occurring as a result of: (a) ownership of the Authority
Funded Stadium Premises; (b) actual use or management of the Authority Funded Stadium
Premises; (c) use pursuant to a lease; or (d) any other arrangement such as a take-or-pay or other
type of output contract.

6.13.2 In order that the Bonds shall retain their tax-exempt status under the Code,
the Tenant hereby covenants that it:

6.13 .2.1 shall not take any action within its control which would directly
or indirectly require or permit any payment to the Authority or the County representing a charge
for the use of the County Grant or the Authority Funded Stadium Premises to be made directly or
indirectly, by any person or persons treated under the Code as using the Authority Funded

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Stadium Premises for a private business use (except as approved in writing by the County);
however, paYments by a nongovernmental user for direct operating expenses (except rent) and
paYments of generally applicable taxes are not prohibited; and

6.13.2.2 shall not sell, transfer or convey the Authority Funded Stadium
Premises to a nongovernmental entity for a consideration whose value exceeds the fair market
value of the Authority Funded Stadium Premises, and all such determinations and calculations of
the fair market value of the Authority Funded Stadium Premises and any and all considerations
received with respect to the sale, transfer, and conveyance of the Stadium Premises shall be
retained in the records of the Authority Funded Stadium Premises by the Tenant;

6.13.2.3 shall not make or finance any loans to any persons or entities if
such loans are attributable to the Bonds;

6.13.2.4 shall take any and all actions within its control necessary to
maintain the tax-exempt status of such Bonds and refrain from taking any action which would
adversely affect the tax exempt status of such Bonds; and

6.13.2.5 shall enter into such agreements and provide such certificates as
the County may require to maintain and/or evidence the tax exempt status of the Bonds.

6.13.3 In the event of any breach of the provisions of this Section 6.13 by Tenant,
the Tenant shall immediately repay to the County any and all amounts of the County Grant
expended by Tenant on the Authority Funded Stadium Premises. The provisions of this Section
6.13 shall survive the expiration or earlier termination of this Agreement and shall remain in
effect until the earlier of: (i) seventy (70) years from such date of expiration or termination; or
(ii) the date upon which all Bonds the County issued to fund the County Grant are fully paid and
discharged by the County.

6.13.4 The Tenant will indemnify and hold harmless the Authority and the
County and each member, councilperson, director, officer, employee, attorney and agent of the
Authority or the County, as appropriate, from and against any and all claims, losses, damages or
liabilities (including the costs and expenses of defending against any such claims, losses,
damages or liabilities) to which the Authority or the County or any member, councilperson,
director, officer, employee or agent of the Authority or the County, as appropriate, may become
subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise
directly or indirectly out of: (i) the authorization, issuance and sale of the Bonds, or the
provision of any information or certification furnished concerning the Bonds, the Stadium
Premises (including the Authority Funded Stadium Premises), or the Tenant, including, without
limitation, any information furnished by the Tenant for inclusion in any certification made by the
Authority or the County, as appropriate, for inclusion in, or as a basis for preparation of, the
information statements furnished by the Authority or the County, as appropriate, and any
information or certification obtained from the Tenant to assure the exclusion of the interest on
the Bonds from the gross income of the owners thereof for federal income tax purposes; (ii) the
Tenant's failure to comply with any requirements of this Agreement pertaining to compliance
with the Code to assure such exclusion of the interest including, without limitation, the
provisions of this Section 6.13; and (iii) any audit, examination claim, action or proceeding

PHL:5793543 .18/FCPOO 1-247606

37
brought with respect to any matter set forth in clause (i) or (ii) above. The indemnifications set
forth in this Section 6.13 shall be in addition to and not in lieu of any other indemnifications set
forth in this Agreement.

6.13.5 Tenant acknowledges receipt of a copy of the County Grant Agreement

and agrees to be bound by all terms of the County Grant Agreement, including all exhibits and
appendices thereto.

ARTICLE VII
USE OF STADIUM PREMISES

Section 7.1 Tenant Permitted Use(s). Commencing on the Secondary Term

Commencement Date and continuing for the entire Term of this Agreement, Tenant and its
Affiliates (including Tenant Affiliate), and its and their agents, representatives, contractors,
licensees, guests, invitees, Concessionaires and subtenants, if any, shall have the exclusive right
to use, occupy and operate the Stadium Premises for any lawful purpose, (not including any
patently or morally offensive or obscene conduct or activities, or conduct or activities that pose a
danger to the Stadium Premises and/or the surrounding community), including, but not limited
to, the operation of the Retail Areas, the playing and exhibition of all Team Home Games and
any and all other activities and operations which are customarily associated with, or are
conducted in connection with, the conduct of the business of the MLS Team, any sporting
activities or events of any other nature, including, but not limited to, exhibition soccer games,
MLS Team practices, pre-game, halftime and post-game activity, concerts, other musical
performances, theatrical presentations, boxing matches, religious gatherings, convention
meetings, cultural, athletic, educational, commercial and entertainment events and any other
event or activity, whether similar or dissimilar to the foregoing, public parking and other uses
which may be ancillary or related to the operation of Tenant's business and the use of the
Stadium Premises as set forth in this Agreement, that are not prohibited by Applicable Law
(collectively, the "Tenant Permitted Use(s)").

Section 7.2 Authority Event Permitted Use of the Stadium Premises.

7.2.1 Authority Event Permitted Uses. During each Lease Year during the Term
of this Agreement (other than the first Lease Year, in which the number of Authority Event Use
Days will be pro-rated based on the number of calendar days in such Lease Year), the Authority
shall have the right to use, occupy and enjoy the Stadium Premises for up to six (6) days as
scheduled with approval of Tenant on or after April 1 of each year. The use by the Authority
shall be limited to Civic Uses. Civic Uses shall not include any professional soccer games unless
approved by Tenant.

7.2.1.1 In no event shall the Authority use the Stadium for a use in a
manner which could reasonably be expected to cause material damage to the Playing Field if
such damage could reasonably be expected to prevent, delay or interfere with the timely and
proper restoration (at the sole expense of the Authority, as the case may be) of the Playing Field
for the next regularly scheduled Tenant Permitted Use. In no event may the Authority use the
Stadium for tractor pulls, motorcycle and motor car/truck races, circuses, rodeos, horse shows or

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other shows or events involving animals. All Authority Event Uses held on Authority Event Use
Days must be on a non-ticketed basis, unless alternate arrangements are made with Tenant.

7.2.2 Use of Exclusive Tenant Premises. Neither the Authority nor any of their
respective guests, invitees, lessees or licensees, shall have the right to use, possess or occupy any
portion of the Exclusive Tenant Premises during any Authority Event Use Day(s) without the
prior written consent of Tenant (which consent may be withheld by Tenant in Tenant's sole
discretion).

Section 7.3 License Agreement. The Tenant hereby grants unto the Authority a
license (the "Stadium Use License") for the Authority's use of the Stadium Premises for each
Authority Event Use Day, and the Authority shall not be obligated to make any payment for the
use of the Stadium Premises other than the payments required under Section 7.4 of this
Agreement. The following terms apply to the Stadium Use License Agreement:

7.3.1 Notwithstanding the provisions of Section 15.6 of this Agreement (but

without limiting any other provision of Article XV of this Agreement), and without representing
or warranting that it is lawfully able to do so, the Authority agrees, to the maximum extent
permitted by law, to indemnify, and hold Tenant, its Affiliates and their respective members,
managers and employees, harmless from and against any and all third-party suits, claims and
actions, and all damages, liabilities, losses, costs and expenses (including but not limited to
reasonable attorneys fees of such counsel) in connection therewith arising from the use of the
Stadium Premises on an Authority Event Use Day by the Authority or anyone taking by, through
or under the Authority (except to the extent caused by the gross negligence or misconduct of
Tenant or its employees, agents, representatives, licensees, Concessionaire(s) or Contractor(s));

7.3.2 The Authority shall either obtain or cause to be obtained and provide
Tenant with evidence at least seven (7) days prior to any scheduled Authority Event Use Day
that it has obtained (or caused to be obtained) insurance with respect to the Civic Use to be
conducted on the Authority Event Use Day comparable to the insurance required by Tenant of
Users making comparable use of the Stadium Premises, which insurance shall name Tenant and
its Affiliates as additional insureds and loss payees, as appropriate.

7.3.3 Following an Authority Event Use Day, the Authority shall, upon receipt
of an invoice therefor from Tenant, pay to Tenant the reasonable costs and expenses incurred by
Tenant in returning the Stadium Premises to Tenant in as good a condition as the Stadium
Premises were in when the Authority took possession thereof for the Authority Event Use Day;
and

7.3.4 In using and occupying the Stadium Premises on an Authority Event Use
Day, the Authority shall comply with all Applicable Laws and the Stadium Use License
Agreement and the License Agreement, and not use or occupy the Stadium Premises in violation
of Section 7.2.1.1 of this Agreement.

7.3.5 In using and occupying the Stadium Premises on an Authority Event Use
Day, the Authority may engage and employ its own licensees and independent contractors, but

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39
the Authority may not allow any person to engage in Concession Operations except as permitted
pursuant to Section 7.14.

Section 7.4 Authority Payment of Operating and Maintenance Expenses on Authority

Event Use Days. During the Term of this Agreement, the Authority shall be obligated with
respect to Operating and Maintenance Expenses attributable to events held on Authority Event
Use Days to pay to Tenant the Event Day Expenses resulting from the use of the Stadium
Premises on such Authority Event Use Days and any other activities which Tenant agrees at the
Authority's request to undertake in connection with such Authority Event Use Days. The
Authority also shall be obligated to pay for the actual costs of providing Utilities and materials
for such event on an Authority Event Use Day.

Section 7.5 Compliance with Laws. Tenant shall at all times during the Term of this
Agreement, at Tenant's own cost and, expense, perform and comply with all Applicable Laws
now or hereafter enacted or promulgated, of the City and County and any other Governmental
Authority having jurisdiction. Tenant shall obtain and maintain, at its expense, and shall cause
all Concessionaires, licensees and independent contractors to obtain and maintain, all Approvals
required in connection with the use, occupation and operation of all or any part of the Stadium
Premises that Tenant elects to make (including, but not limited to, those relating to or necessary
for the sale or service of alcoholic beverages), provided, however, that at all times such use,
occupation and operation shall be for the Permitted Use(s) only. Tenant shall have the right to
control and prevent the unauthorized sale of goods or services, the unauthorized sale of tickets,
the unauthorized distribution of materials and other unauthorized activities on the Stadium
Premises.

Section 7.6 Tenant's Covenants.

7.6.1 Tenant hereby acknowledges, covenants and agrees that commencing on

the Secondary Term Commencement Date and continuing for the entire Term of this Agreement:

7.6.1.1 Subject to the provisions of Sections 10.3, 14 (in the event of a

temporary taking), 23.1 of this Agreement and the Non-Relocation Agreement, Tenant shall
cause all Team Home Games to be played in the Stadium Premises, except that the Tenant
Affiliate shall be permitted to play, at a location other than the Stadium Premises, (a) no more
than two (2) preseason and regular season Team Home Games per Lease Year, and (b) any post-
regular season MLS Games scheduled by MLS; and

7.6.1.2 Concurrent with execution of this Agreement, Tenant Affiliate,

Tenant and Authority shall enter into the Non-Relocation Agreement.

Section 7.7 Management and Operations. During the entire Term of this Agreement,
Tenant shall have the exclusive right and shall be solely responsible to manage, coordinate,
control and supervise the conduct and operation of the ordinary and usual business and affairs
pertaining to or necessary for the proper operation, maintenance and management of the Stadium
Premises (including, but not limited to, all "building systems" and other systems and facilities
and the Retail Area), at its sole discretion, including, but not limited, to selling, issuing,
marketing and establishing the price of any rates, rentals, fees or other charges for goods,

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services, Admission Tickets, licenses or rights, available at or with respect to the Stadium
Premises, including, but not limited to, Private Suites. Club Seat(s) and Regular Admission
Seats, and controlling the schedule and use of the Stadium Premise. Tenant shall be responsible
for Operating and Maintenance Expenses other than on Authority Event Use Days.

Section 7.8 Security Personnel. Tenant shall be responsible at all times during the
Term of this Agreement (including, but not limited to, for all Stadium Events) to provide for
reasonable and customary private security precautions for crowd control within the Stadium
Premises, and private emergency medical protection at the Stadium Premises, in each case based
on projected attendance at any Stadium Event.

Section 7.9 Scheduling and Coordination of Stadium Events.

7.9.1 Schedule. Tenant shall develop, update and maintain an annual calendar
and schedule of Stadium Events (as updated, the "Schedule"), during the Term of this
Agreement, including Authority Event Use Days.

7.9.2 Scheduling Priority of Team Home Garnes. Tenant and MLS shall have
the right to schedule Team Horne Games and MLS exhibition and tournament games on a first
priority basis each Lease Year during the term of this Agreement.

Section 7.10 Revenues.

7.10.1 Tenant Revenues. During the Term of this Agreement, except as set forth
in Sections 2.9 and 7.10.2. Tenant shall have the sole and exclusive right to receive and retain all
revenues of every kind and description, whether from means now existing or developed in the
future, and whether or not in the current contemplation of the parties, arising from or relating to
the use, occupancy, operation or existence of all or any portion of the Stadium Premises,
including, without limitation, revenue from the sale of Admission Tickets, Broadcast Rights,
Advertising Rights, Concession Operations, Ticket Operations, Stadium Information Systems,
Advertising, Private Suite Revenues, Club Seat Revenues, Naming Rights, Retail Areas, and
Tenant's revenues under the Parking Agreement. Notwithstanding the foregoing, or anything in
this Agreement to the contrary, and not by way of limitation of Section 2.14 hereof, Tenant
acknowledges and agrees to be bound by the provisions of the DRPA Sale Agreement relating to
"Shared Revenue Signage", as defined therein.

7.10.2 Authority Event Use Days. The Authority shall have the right to receive
and retain all revenues earned solely from the sale of Admission Tickets or other compensation
paid for the right to exhibit or view the event if Tenant permits the sale of Admission Tickets, the
sale of Authority Event Specific Concessions and the exercise of Broadcast Rights arising from
or relating to any Authority Event Permitted Use(s) at the Stadium Premises on any Authority
Event Use Day.

7.10.3 Parking Operations and Revenue(s).

7.1 0.3.1 Tenant agrees to have completed construction by Completion of

the Stadium Premises Construction, and to maintain and make available for use by patrons at
Stadium Events the Parking Area.

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 7.10.3.2 Tenant shall operate and maintain, and shall have the right to
retain all revenues, if any, from the Parking Area, subject to Section 2.9 ofthis Agreement.

Section 7.11 Private Suites.

7.11.1 Rights to Private Suites. Subject to Section 7.11.3 of this Agreement,

Tenant shall have the sole and exclusive right to sublicense any or all of the Private Suites to
third parties for all Stadium Events during the Term and to retain all revenues therefrom as
Tenant shall determine in return for the users' payment of licensing or use fees, upon such
written terms and conditions as are determined by Tenant (provided that any such Lease or
sublicense agreement shall not be for a term which extends past the expiration of the Term of
this Agreement).

7.11.2 Private Suites - Authority Event Use Days. Except with respect to the
Authority Private Suite, use of the Private Suites in the Stadium Premises during Authority Event
Uses shall be limited to the subtenants or sublicensees of Tenant and their invitees, but such use
shall be conditioned on the subtenants' or sublicensees' (or their invitees') purchase (for those
Authority Event Use Day(s) for which Tenant permits Admission Tickets to be sold) of
Admission Tickets for the use of such Private Suites at a per ticket price established by the
Authority generally being sold to the public by Authority for such Stadium Event. Except with
respect to the Authority Private Suite and subject to the purchase of any Admission Ticket as set
forth in this Section 7.11.2, no Person other than Tenant and Tenant's subtenants or sublicensees
(or their invitees) shall have the right to use any Private Suite for any Stadium Event without the
prior written consent of Tenant.

7.] 1.3 Authority Private Suite. Notwithstanding anything contained herein to the
contrary, during the Term of this Agreement, Tenant shall furnish to the Authority, for no
consideration or rent therefor, a Private Suite (which shall include Admission Tickets to all
Stadium Events (other than on Authority Event Use Day(s)) in an amount equal to the full
seating capacity of such Private Suite, the location of which is Suite Number 26 (the "Authority
Private Suite"). Authority shall be responsible to pay, with respect to the Authority Private
Suite, at the same rate as other Private Suite Licensees, the cost of food, beverage, maintenance
and other variable costs such as parking charges, if any, typically paid separately by suite
holders, and shall hold Tenant harmless to the same extent as other suite holders for such other
events or occurrences with respect to the Authority Private Suite and the conduct of invitees to
the Authority Private Suite.

Section 7.12 Club Seat(s). Tenant shall have the sole and exclusive right to sell
licenses for the use of Club Seat(s) for all Stadium Events. All revenue generated by the
licensing or rental of the Club Seat(s) shall be paid to and retained by Tenant. Notwithstanding
the foregoing, licensees or holders of Club Seat(s) shall have the right to use and occupy their
Club Seat(s) for purposes of attending Stadium Events on Authority Event Use Days if (a) such
Person shall have purchased an Admission Ticket for such Stadium Event on such Authority
Event Use Day at a per ticket price established by the Authority which shall not exceed the price
generally being sold to the public by the Authority for such Stadium Event.

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 7.12.1 Authority Club Seats. Tenant shall provide the Authority, for no
consideration, fifteen (15) Club Seats for Stadium Events (which shall include an Admission
Ticket to all Stadium Events, other than on Authority Event Use Day(s) for each such Club Seat)
in locations to be designated by Tenant. Authority or its users of the Club Seats will pay for their
own food and beverage and parking charges if a charge is imposed.

Section 7.13 Advertising.

7.13.1 Tenant Rights to Advertising.

7.13.1.1 Except as expressly set forth in Section 7.13.2 of this Agreement

for Authority Event Use Day(s) and subject to Section 7.13.4, Tenant shall have the sole and
exclusive right during the Term of this Agreement to exercise all Advertising Rights within the
Stadium Premises and on the Stadium Information System(s) and to receive all revenues from all
Advertising in, on, from or with respect to such areas and facilities; provided that no advertising
may (i) be patently or morally offensive or obscene, (ii) contain any overt or publicly offensive
political reference, or (iii)contain profanity. Notwithstanding the above, Authority acknowledges
and agrees that sponsorship that is generally accepted within the professional sports and
entertainment industry shall not be prohibited under this Section 7.13 .1.1 (e.g. ED
pharmaceuticals, casino, gaming, alcohol, etc.).

7.13.1.2 Except as expressly set forth in Section 7.13.2 of this Agreement

for Authority Event Use Day(s), Tenant shall have the sole and exclusive right during the Ternl
of this Agreement to display Advertising on Admission Tickets.

7.13.2 Limitation of Authority Rights. Except as expressly set forth in this

Agreement, the Authority shall not, and the Stadium Use License Agreement shall provide that
the Authority shall not sell, license or authorize, or permit any of its respective licensees to sell,
license or authorize, any Advertising at any time on the Stadium Premises, except that,
notwithstanding the foregoing, the Authority shall have the right, without charge (other than
reimbursement of Event Day Expenses as set forth in Section 7.4 of this Agreement), to exercise
the following Advertising Rights in, on or upon the Stadium Premises:

7.13.2.1 To cause Tenant's personnel operating the electronic message

board(s) to make or display on the electronic message board(s) a reasonable number of visual
public service announcements on Authority Event Use Day(s) and spot announcements during a
reasonable period of time preceding and relating to upcoming Stadium Events on Authority
Event Use Day(s); and

7.13.2.2 On any Authority Event Use Day(s), to display temporary

banners, signs and similar event-specific materials that do not have any sponsor identifications
(other than of a title sponsor permitted under this Section 7.13.2.2 in, upon or around the
Stadium Premises and to display Advertising on Admission Ticket(s), the Stadium Infornlation
System(s) or the electronic message board(s), announcing, promoting or acknowledging the title
or the name of the title sponsor of the Authority Event Use Day (except that, in the event such
title or name of the title sponsor conflicts with or is a competitor of any advertiser or sponsor of
the Team or the Stadium Premises, such title or name of the title sponsor shall not be permitted

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to be displayed, provided that there shall be no advertising of such title sponsor independent of
the name of the event), provided that such temporary banners, signs and similar event-specific
material shall be removed upon completion of such Stadium Event Tenant shall make personnel
available to assist Authority in advertising on Authority Event Use Days and Authority shall
reimburse Tenant for the expense associated therewith; and

7.13.2.2.1 In connection with the Authority's exercise of

rights pursuant to Sections 7.13.2.1 or 7.13.2.2, the Authority shall not permit any other party
acting on their behalf or with their permission, to obscure, mask, cover or obstruct fixed or
permanent Advertising displayed in or around the Stadium Premises by Tenant in accordance
with the terms of this Agreement, whether during or in connection with any Stadium Event on a
Authority Event Use Day(s), or otherwise.

7.13.3 "Blocking" and "Insertion" Technology. To the extent that any Authority
Event Use being conducted at the Stadium Premises is broadcast or transmitted by any means of
video, television, Internet or similar technology, the Stadium Use License Agreement shall
provide that, during such broadcast or transmission of such Authority Event Use, Authority shall
prevent the use of any so-called "blocking" technology (whereby any Advertising located in the
Stadium Premises may be obscured, altered or replaced) or "insertion" or "virtual advertising"
technology (whereby Advertising not actually present at the Stadium Premises shall be inserted
into and as part of any broadcast or transmission) as part of any broadcast or transmission of a
Authority Event Use being conducted at the Stadium Premises. Authority shall reimburse
Tenant for Tenant personnel which shall be made available to assist Authority in advertising on
Authority Event Use Days.

7.1304 MLS' Rights to Advertising

7.13 04.1 Temporary Advertising. Authority and Tenant acknowledge and

agree that MLS shall have the exclusive right to place, or permit the placing, Temporary
Advertising during MLS Games, and MLS shall be entitled to retain all revenues resulting from
such Temporary Advertising.

7.1304.2 Authority/Tenant Representations.

Subject to Section 7.13.1.1,
Authority and Tenant represent and warrant that it has no, and shall not enter any, agreement or
understanding which would limit MLS' right to conduct Temporary Advertising during MLS
Games including preventing any commercial entity that is an official MLS sponsor from
activating Temporary Advertising rights.

Section 7.14 Concessions.

7.14.1 Tenant's Rights. During the Term of this Agreement, Tenant shall have
the sole and exclusive right and responsibility to exercise, and retain all revenues from the
exercise of, Concession Rights and the sole and exclusive right and responsibility to effect the
Concession Operations within the Stadium Premises, including, without limitation, the right and
responsibility to (i) from time to time select and contract with one or more concessionaires or
itself act as such concessionaire (any such Person or Tenant when so acting, being herein
referred to as a "Concessionaire(s)") to operate and be responsible for all Concession Operations

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within the Stadium Premises (it being understood that Tenant shall cause all agreements entered
into with any Concessionaire to contain a recognition and acknowledgment of the applicable
terms and provisions of this Agreement and require the Concessionaire(s) to observe the
restrictions on Concession Operations contained in this Agreement and to provide such
Concession Operations at City Event Uses on terms no less favorable than those on which such
services are provided at Stadium Events for Tenant Permitted Use(s)); (ii) administer any such
concession agreements, and to retain all associated revenue; (iii) determine the types, brands and
marketing of all Concessions sold within the Stadium Premises, and the prices to be charged for
such items; and (iv) determine the location of Concession facilities within the Stadium Premises.
Any Concession agreements entered into by Tenant and any other Concessionaire(s) shall be for
such duration as Tenant shall determine (but which, in the aggregate, will ensure Concession
Operations in the Stadium Premises at all times during the Term of this Agreement, including,
but not limited to, for Authority Event Uses, and which shall terminate not later than the
termination of this Agreement). Without limiting the exclusivity of Tenant's rights under this
Agreement, the Authority shall not operate or permit any Person to operate, any Concession
Operations on the Stadium Premises at any time. If Tenant requires the use of Concessionaire(s)
with respect to the sale, display or distribution of the Authority Event Specific Concessions,
Concessionaire(s) shall have the right to determine in its reasonable judgment the appropriate
number and locations of such Concession Operations. The Authority shall use or cause to be
used on an exclusive basis (and Tenant shall make available) Concessionaire(s) for all such
Concession Operations in facilities used for Concession Operations during any Authority Event
Use Day. Except with respect to the Authority Event Specific Concessions, the Authority shall
in its Stadium Use License Agreements, agree to comply with all provisions of the Concession
agreements entered into by Tenant applicable to Stadium Users, including, but not limited to, any
exclusivities or priorities of which Tenant has provided the Authority with written notice.
Tenant's contract with any Concessionaire(s) shall require that all employees of the
Concessionaire(s) shall conduct themselves in a professional and courteous manner and shall not
unreasonably disturb or interfere with the Stadium Events. Tenant and any other
Concessionaire(s) shall at all times comply with all Applicable Laws and shall procure any and
all Approvals relating to the Concession Rights and Concession Operations. At all times during
the Term of this Agreement, a representative of Tenant (who may be an employee of any
Concessionaire(s)) shall be made available to the Authority as part of the Concession Operations
at the Stadium Premises in order to handle any problems which may arise with regard thereto on
Authority Event Use Days. Notwithstanding the foregoing, Authority may authorize responsible
persons and entities of its choosing to sell food and non-alcoholic beverages to the public that do
not contain any Advertising or sponsor identification not consistent with the provisions of
Section 7.13.2 of this Agreement (but not to use any of the facilities used in Concession
Operations) during two Authority Event Uses in each calendar year (the "Authority Event
Specific Concessions").

7.14.2 MLS Concession Rights

7.14.2.1 Sponsor Products. Tenant and Authority acknowledge and agree

that the grant of Concession Rights permit MLS to serve and display MLS official sponsor
products in the locker rooms, on the sideline, in the press box, in any designated interview area
and in certain MLS or MLS Team controlled suites.

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 7.14.2.2 Sampling. In the event MLS pennits an official MLS sponsor to
supply or distribute free of charge any food or beverage product manufactured or sold by such
sponsor, supplier or licensee at the stadium in connection with Team Home Games
("Sampling"), Tenant shall use best efforts to work in conjunction with the Concessionaire to
allow such Sampling. In addition, MLS or its official sponsors shall have the right to distribute
non-consumable products free of charge as giveaways at the Stadium during Team Home Games
subject to Tenant's reasonable approval of such items and time of delivery (i.e., pre-game or
post- game), such approval not to be unreasonably withheld or delayed.

Section 7.15 Naming Rights.

7.15.1 The Authority hereby grants to Tenant, during the tenn of this Agreement,
the sole and exclusive right to grant the privilege to, and the sole and exclusive right to sell to
(and to enter into a binding contract or contracts authorizing) any third party or parties the right
to name and rename all, or separately name and rename any portions, of the Stadium Premises
(and to retain the proceeds therefrom) (the "Naming Rights"), provided that given the
Authority's substantial interest in the Stadium Premises and the public character thereof, Tenant
shall not pennit any name to be given to the Stadium Premises or any portion thereof which
would be in violation of any Applicable Law or is a name that (i) is patently or morally offensive
or obscene (ii) contains any overt or publicly offensive political reference, or (iii) contains
profanity. Notwithstanding the above, Authority acknowledges and agrees that naming that is
generally accepted within the professionals sports and entertainment industry shall not be
prohibited under Section 7.13.1.1 (e.g., ED phannaceuticals, casino, gaming, alcohol,
etc.)Tenant agrees to and shall indemnify, defend (using counsel selected by Tenant or its insurer
and reasonably acceptable to the Authority) and hold the Authority and its respective officers,
agents and employees hannless from and against any and all third-party suits, claims and actions,
and all damages, liabilities, losses, costs and expenses (including but. not limited to reasonable
attorneys fees of such counsel) in connection therewith arising out of or related to the use, sale,
grant or contract by Tenant with respect to the naming of the Stadium Premises.

7.15.2 In addition to and without in any way limiting the foregoing provisions of
Section 7.15.1, Tenant shall have the right, at its sole cost and expense, and upon receipt of all
necessary Approvals, to name or rename or cause to be named or renamed private roads, internal
drives or walkways within the Stadium Premises.

Section 7.16 Broadcast Rights. Subject to the exceptions expressly set forth in this
Agreement with respect to Authority Event Uses, MLS and Tenant shall have the sole and
exclusive right to, and to authorize and license others to, exercise Broadcast Rights with respect
to all Stadium Events at the Stadium Premises and to retain all revenues derived therefrom. The
Authority hereby grants to Tenant (if and then only to the extent that the Authority has rights
therein or thereto) an exclusive royalty-free license to include in any Broadcast Rights (or
fixation thereof) exercised, with respect to any Stadium Event held during the Tenn of this
Agreement, any likeness, image, sound or such other item visible or available in or on the
Stadium Premises from time to time.

Section 7.17 Scoreboards, Video Screen, Sound System and Public Address System.
Tenant and Persons under Tenant's control shall, during the Tenn of this Agreement, have the

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sole and exclusive control of and over the public address system, scoreboards, video boards,
matrix boards and message boards (including, but not limited to, the electronic message boards),
game clocks and other electronic signage and similar systems (and all control rooms and
equipment rooms for the same) at the Stadium Premises (collectively, the "Stadium Information
System(s)") and the sole and exclusive right to retain all revenues therefrom.

Section 7.18 Royalty Free License. The Authority hereby grants to Tenant an exclusive
royalty free license to make any lawful use (commercial or non-commercial)of the name, identity
and image of all or part or parts of the Stadium Premises and to retain all revenues therefrom.

Section 7.19 Other MLS Requirements.

7.19.1 Field Condition. Tenant acknowledges and agrees that MLS requires a
playing field of not less than 110 yards by 70 yards laid with natural turf in excellent condition
consistent with international soccer standards, with adequate drainage facilities. For all MLS
Games, the field shall be fit and safe for play subject to MLS' reasonable approval. Tenant shall
use best efforts to provide the playing field free of any visible football or other non-soccer lines,
markings, logos or team colors. Authority, with respect only to Authority Event Use, shall use
best efforts to surrender the playing field free of any visible football or other non-soccer lines,
markings, logos or team colors. In furtherance of the foregoing field requirements, Authority
with respect only to Authority Event Use and Tenant shall use its best efforts not to schedule
events that could interfere with their ability to comply with the terms of this Section 7.19.1.

7.19.2 MLS Venue Broadcast Specifications. Tenant shall ensure that the
Stadium meets or exceeds the MLS Venue Broadcast Specifications set forth in Exhibit "M".

7.19.3 Park and Power. Neither Authority nor Tenant may charge park and
power (or other similar) charges to MLS national broadcast partners or broadcast partners of the
opposing MLS team.

7.19.4 Ticket Control. Authority and Tenant acknowledge and agree that any
agreement with a local or national ticket agency (e.g., TicketMaster), must permit MLS the right
to sell tickets online through the League website.

7.19.5 MLS Access Needs. Authority and Tenant recognize that MLS and its
designated agents, consultants, and members of the media will need to have regular non-
exclusive access to the Stadium from time to time. Authority and Tenant shall permit, at no cost
or charge to MLS or such designees, MLS and/or such designees reasonable access to the
Stadium during normal business hours on reasonable telephone notice as and when requested.

Section 7.20 Tenant's Right to Encumber. Tenant shall have the unfettered right to
grant to any Leasehold Mortgagee a lien, pledge, or security interest in and to Tenant's interest in
any of the contracts, revenues, income, or proceeds generated from or otherwise respecting the
matters set forth in Section 7.10, Section 7.11, Section 7.12, Section 7.13, Section 7.14, Section
7.15, Section 7.16, Section 7.17, and Section 7.18 above, however, for avoidance of doubt, it is
noted that Tenant has no interest in the advertising described in subsection 7.13.4 and
accordingly cannot encumber anything related to such advertising.

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 ARTICLE VIII
MAINTENANCE, REPAIR AND ALTERATIONS

Section 8.1 Maintenance and Repairs of Stadium Premises.

8.1.1 Tenant's Obligations. Throughout the Term of this Agreement, Tenant, at

its sole cost and expense, shall undertake and perform or cause to be undertaken or performed,
and obtain or provide all labor, personnel, services, materials, supplies and equipment needed to
perform all Maintenance and Repairs involving or relating to all or any part of the Stadium
Premises and shall otherwise maintain the Stadium Premises in good working order and repair.

8.1.2 No Waste. Tenant shall not cause or permit or suffer to be caused any
waste to the Stadium Premises.

8.1.3 Conduct of Maintenance, Repairs, Capital Repairs and Capital

Improvements. Tenant shall cause all Maintenance, Repairs, Capital Repairs, and to the extent
Tenant elects to do so, Capital Improvements performed by Tenant hereunder to be performed in
a good and workmanlike manner in compliance with all Applicable Laws.

Section 8.2 No Obligation of Authority. Except in connection with Authority Event

Use Days and as expressly set forth in the Stadium Use License Agreement, it is understood and
agreed that (a) the Authority shall not have any responsibility, financial or otherwise, nor shall
the Authority be required to, maintain, alter, repair, build, rebuild, restore or replace all or any
portion of the Stadium Premises, and (b) Tenant expressly waives any and all rights to make
repairs to the Stadium Premises or any part thereof at the expense of the Authority.

8.2.1 Limits on Capital Repair Obligation. Notwithstanding anything to the

contrary in this Agreement, at any time following the first day of the twenty-eighth (28) Lease
Year during the Secondary Term of this Agreement, Tenant shall not be obligated to make any
Capital Repair (other than Emergency Repairs involving Capital Repairs (subject to the
provisions of this Section 8.2.1), to any portion or component of the Stadium Premises. To the
extent that Tenant exercises any Renewal Term(s) in accordance with the terms of this
Agreement, then, notwithstanding anything contained in this Section 8.2.1 to the contrary,
Tenant's obligation to make Capital Repairs in accordance with this Agreement (including any
deferred items) shall be automatically reinstated until the date which is the second (2 nd) Lease
Years prior to the expiration of the Renewal Term so exercised, at which time Tenant shall no
longer be obligated. Notwithstanding the foregoing, if any Emergency Repairs involving Capital
Repairs (the "Excess Emergency Capital Repairs") are necessary during the last two (2) Lease
Years of the then-remaining Term of this Agreement, but have an estimated useful life which
would extend beyond the remainder of the then-remaining Term of this Agreement (including
any Renewal Term(s) exercised), Tenant shall provide the Authority with written notice
describing the Excess Emergency Capital Repair in reasonable detail and setting forth its
estimate of the expected useful life of the Excess Emergency Capital Repair and the likely costs
of such Excess Emergency Capital Repair. In the event that the Authority agrees in a written
notice to Tenant to pay its "pro rata share of the costs of such Excess Emergency Capital Repair,
the Authority shall fund its pro rata share of any Excess Emergency Capital Repair in amounts
which shall reimburse Tenant for the completed Excess Emergency Capital Repairs and Tenant

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shall promptly perform and complete the Excess Emergency Capital Repair. For purposes of this
Section 8.2.1, the Authority's pro rata share shall mean the product of the total actual cost of the
Excess Emergency Capital Repair multiplied by a fraction, the denominator of which is the
estimated useful life of the Excess Emergency Capital Repair and the numerator of which is the
portion of such useful life that extends beyond the remainder of the Term (including any
Renewal Term(s) exercised). If the Authority does not deliver a written notice to Tenant
agreeing with Tenant's estimates and to pay the Authority's pro rata share of such Excess
Emergency Capital Repair or objecting to Tenant's estimates during the aforesaid period, the
Authority shall be deemed to have declined to pay the Authority's pro rata share of the Excess
Emergency Capital Repair and Tenant shall not be obligated to make the Excess Emergency
Capital Repair. Notwithstanding the foregoing, in the event that Tenant shall not be required to
make any Excess Emergency Capital Repair pursuant to this Section 8.2.1. Tenant shall
nonetheless be obligated, to the extent commercially reasonable, to maintain the item in respect
of which said Excess Emergency Capital Repair would otherwise have been made in good order,
working condition and repair and in a clean, sanitary, safe and orderly condition so as to prevent
and minimize waste, deterioration or damage to the Stadium Premises or risk of personal injury
or damage to property.

Section 8.3 Alterations and Additions.

8.3.1 No Alterations without Authority Consent. Except for the Stadium

Premises Construction, Maintenance, Repairs or Capital Repairs, Tenant shall not, without on
each occasion first obtaining the Authority's prior written consent, not to be unreasonably
withheld, delayed or conditioned, make or permit to be made any changes, alterations,
improvements or additions, including Capital Improvements, to all or any part of the Stadium
Premises, which consent shall not be unreasonably withheld, conditioned or delayed.

8.3.2 Alterations without Authority's Consent. Notwithstanding the provisions

of Section 8.3.1 of this Agreement, Tenant may, at its sole cost and expense, without the consent
of (but with notice, for informational purposes, to) the Authority, make alterations, changes,
additions and improvements, including Capital Improvements, to the Stadium Premises,
provided they are consistent with the Design Standards.

8.3.3 Title to Alterations. All alterations, improvements, changes and additions,

including Capital Improvements, made to or with respect to the Stadium Premises by Tenant in
accordance with this Section 8.3 (whether with or without the prior written consent of the
Authority), other than property that would be excluded from the definition of Stadium Premises
or would constitute Tenant's Property, moveable trade fixtures, furniture, equipment and other
moveable personal property which has been provided by Tenant shall, subject to the provisions
of Article III of this Agreement, be considered the property of the Authority for purposes of this
Agreement and shall remain upon and be deemed to constitute a part of the Stadium Premises
during and after the Term of this Agreement.

8.3.4 Damage by Casualty. Notwithstanding anything contained in this

Agreement to the contrary, Tenant's obligation to repair, replace or restore damage to all or any
part of the Stadium Premises caused by or arising out of Casualty shall be governed solely by the
provisions of Article X of this Agreement.

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 ARTICLE IX
ASSIGNMENT, SUBLETTING; OTHER USE ARRANGEMENTS

Section 9.1 General Restrictions on Assignment and Subletting. Except as specifically

set forth in Section 9.2 or Article XII (Leasehold Mortgages) of this Agreement and except for
the Permitted Encumbrances or condemnation and except for easements granted pursuant to
Section 23.20 of this Agreement, Tenant, without prior written consent of the Authority in each
instance (which consent the Authority shall not unreasonably withhold, condition or delay;
provided that in determining whether to give or withhold such consent, the Authority may
condition its approval on the fulfillment of conditions set forth in Section l2.3.l(a) through (e)
below), shall not:

9.1.1 sell, assign, transfer, mortgage or encumber or create, or permit to exist

upon or to be subject to any lien, encumbrance or charge arising by, through or under Tenant,
this Agreement, or any interest in, to or under this Agreement or the Stadium Premises (or any
part thereof) (each a "Transfer and each Person to whom such a Transfer is made, a
"Transferee");

9.1.2 allow to exist or occur any Transfer of this Agreement, Tenant's interest in
this Agreement or the Stadium Premises (or any part thereof) by operation of law;

9.1.3 sublet the Stadium Premises or any part thereof for a use other than a
Tenant Permitted Use; or

9.1.4 permit the use or occupancy of or conduct or operation of business in or

on any part of the Stadium Premises for any use or purpose that is not a Tenant Permitted Use or
an Authority Event Permitted Use.

Section 9.2 Permitted Transfers. Notwithstanding the prohibitions on Transfers set

forth in Section 9.1 or any other provision of this Agreement:

9.2.1 Tenant may, with written notice to, but without the prior written consent
of, the Authority, freely Transfer, in whole or in part, any or all revenues and rights to revenues
of Tenant arising out of this Agreement, or Tenant's operation of the Stadium Premises, provided
that the exercise of such rights shall at all times be subject to the applicable terms and conditions
of this Agreement and any such Transfer shall not operate to change, limit or otherwise affect the
rights, obligations and liabilities of Tenant to the Authority under this Agreement;

9.2.2 At any time and from time to time following Substantial Completion of
the Stadium, Tenant may, with written notice to, but without the prior written consent of, the
Authority, freely Transfer, in whole or in part, all of its rights and obligations under this
Agreement to one or more of its Affiliates; provided, that, such Transfer shall not operate to
release, change, limit or otherwise affect the rights, obligations and liabilities of Tenant to the
Authority under this Agreement and further provided that such Transferee agrees, in writing, to
be bound by the PILOT Agreement, the Non-Relocation Agreement and the County Grant
Agreement;

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 9.2.3 Tenant may grant Leasehold Mortgages in compliance with the provisions
of Article XII of this Agreement;

9.2.4 Tenant may, with written notice to, but without the prior written consent
of, the Authority, pledge, grant security interests in, enter into leases of, or enter into title
retention agreements with respect to, any of Tenant's trade fixtures, furniture, equipment and
other moveable personal property; and

9.2.5 Tenant may, with prior written notice to, but without the consent of the
Authority, assign all of Tenant's right, title and interest in and to this Agreement to any Person
or such Person's affiliate which acquires the Operating Rights to the Team with the approval of
MLS, provided all of the following conditions are satisfied (the "Permitted Team Transfer"):

9.2.5.1 Such assignee unconditionally and expressly assumes pursuant to

one or more instruments or documents, in form and substance reasonably acceptable to the
Authority, all of the obligations of Tenant under this Agreement (including the obligations set
forth in Sections 15.6 and 16.2.1 hereof) and agrees, in writing, to be bound by the PILOT
Agreement, the Non-Relocation Agreement and the County Grant Agreement and agrees to
abide and be bound by all of the terms and provisions of this Agreement;

9.2.5.2 Such assignee, pursuant to an instrument reasonably acceptable

to the Authority, assumes and agrees to be bound by all of Tenant's obligations under any other
agreements, instruments, contracts or documents entered into between Tenant, on the one hand,
and the Authority on the other hand, with respect to or in connection with the Stadium Premises,
including, without limitation, the Non-Relocation Agreement;

9.2.5.3 Tenant shall have provided the Authority with reasonable

evidence that the transfer of the Operating Rights to the Team has been duly approved by MLS
and that Tenant has otherwise complied with the Operating Agreement and any other MLS rules
and regulations to the satisfaction ofMLS;

9.2.5.4 Such assignment is after the date of Substantial Completion of

the Stadium Premises Construction;

9.2.5.5 No Event of Default by the Tenant shall have occurred and be

continuing under this Agreement, or if an Event of Default of Tenant shall have occurred and be
continuing, the assignee shall have deposited with the Authority an amount sufficient to cure all
monetary Events of Default (such amount to be retained by the Authority if the assignment is
completed) and shall have demonstrated to the Authority's satisfaction that it will cure all
non-monetary Events of Default upon completion of the assignment;

9.2.5.6 Such assignee shall have provided the Authority in writing (for
informational purposes) a plan setting forth any changes such assignee intends to make any
existing arrangement for the management or maintenance of the Stadium Premises as required by
this Agreement; and

9.2.5.7 Such assignee shall have provided the Authority with evidence
(including, but not limited to, such financial data as the Authority may reasonably request) that,

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effective upon consummation of such Transfer, the assignee, and subject to the next sentence,
any Affiliates and/or ultimate owners of the assignee or such Affiliates that the assignee elects, in
its sole discretion, to include in such determination, will have a fair market value net worth of
Thirty Million Dollars ($30,000,000) (as escalated every three (3) years during the Term of this
Agreement by the percentage change in CPI measured against the last year of the immediately
preceding three (3) year period) (the "Net Worth Requirement"). If the assignee elects to include
any such Affiliates and/or ultimate owners in such determination, the assignee shall cause one or
more of such Affiliates and/or ultimate owners to provide a guarantee in commercially
reasonably form of the financial obligations of the assignee under this Agreement, the Non-
Relocation Agreement, the County Grant Agreement and the PILOT Agreement, liability on
such guarantee not to exceed in the aggregate the amount of the Net Worth Requirement as of
the date of such guarantee. Such guarantee shall be terminable upon the furnishing by assignee
of evidence (including, but not limited to, such financial data as the Authority may reasonably
request) that, as of the end of two (2) successive fiscal years of assignee, the assignee's fair
market value net worth exceeds the Net Worth Requirement. In determining whether the
assignee satisfies the Net Worth Requirement upon consummation of a Transfer, the aggregate
purchase price being paid by such assignee shall be conclusive evidence of the fair market value
of the assets being acquired and a certificate of a nationally recognized public accounting firm
confirming that such assignees has, or, as of consummation of such Transfer, will have such a
net worth in excess of the Net Worth Requirement shall be conclusive evidence that the
provisions of this Section 9.2.5.7 have been satisfied and no other evidence (including, but not
limited to, any financial data) shall be required.

9.2.5.8 Permitted MLS Transfer. In the event that MLS exercises the
MLS Step-In Right pursuant to Section 18.9, MLS (or any person or entity designated by MLS
pursuant to Section 18.9) may assign or otherwise transfer any benefits or obligations under this
Agreement without the prior written consent of Authority to a third party that acquires the right
to operate the Philadelphia MLS Team provided such party assumes and promises to observe and
perform all covenants and obligations of Tenant and its Affiliates under the PILOT Agreement,
the County Grant Agreement, and the Non-Relocation Agreement pursuant to documents of
assumption reasonably satisfactory to the Authority.

Section 9.3 Permitted Users. Notwithstanding the general prohibition set forth in
Section 9.1 of this Agreement, Tenant shall have the right, subject to the terms and provisions of
this Agreement, at any time during the Term of this Agreement without the consent of the
Authority, to sell or grant to Persons (whether on a long-term or short-term, or continuing or
periodic basis, but in no event longer than the Term of this Agreement) licenses, Leases,
sublicenses or similar rights and otherwise grant such Persons rights to use and enjoy any part of
the Stadium Premises (the "Users") for any purpose related to the ordinary course of the use,
operation, exploitation or management of the Tenant Permitted Use(s) in, at or upon the Stadium
Premises, including, but not limited to, the Retail Area, the Concession Operations, the Private
Events Premises, the Advertising Rights and the Playing Field.

Section 9.4 Tenant to Remain Obligated. Notwithstanding any thing contained in this
Agreement to the contrary (unless otherwise expressly provided in this Agreement with respect
to a Permitted Franchise Transfer pursuant to Section 9.2.5 of this Agreement), any assignment,
subletting, use, occupancy or Transfer hereunder (whether with or without the consent by the

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Authority) shall not (a) operate to relieve the Tenant and/or any Person bound by any joinder of
this Agreement, from any covenant or obligation hereunder and under the Non-Relocation
Agreement, the County Grant Agreement and the PILOT Agreement, or (b) be deemed to be a
consent to or relieve the Tenant or any assignee, subtenant or sublicense or user permitted
pursuant hereto from obtaining, to the extent required under this Article IX, the Authority's prior
written consent to any subsequent assignment, Transfer, lien, charge, subletting, use or
occupancy (pursuant to the terms of this Agreement), and Tenant shall, notwithstanding any
rights the Authority may have against any third parties, continue to remain primarily liable and
obligated to the Authority for any and all covenants and obligations of the Tenant hereunder.
Notwithstanding the foregoing, the then current Tenant shall be relieved from all obligations
under this Agreement from and after the date of an assignment that constitutes a Permitted
Franchise Transfer (as set forth in Section 9.2.5 of this Agreement).

Section 9.5 Change of Control. Notwithstanding anything to the contrary in this

Article IX, if the ownership of the Controlling Interest (defined below) in Tenant changes, such
change shall be deemed a violation of Section 9.1 of this Agreement unless ownership of the
Controlling Interest passes to a Family Affiliate of the then holder of the Controlling Interest or
pursuant to a transfer that constitutes a Permitted Team Transfer in accordance with
Section 9.2.5 of this Agreement (except that in such event the requirements of Sections 9.2.5.1
and 9.2.5.2 of this Agreement shall not apply and for purposes of Section 9.2.5.7 of this
Agreement, the "assignee" shall be the Tenant and if the transferee shall acquire less than all of
the ownership interests in Tenant, the "aggregate purchase price being paid by the assignee"
shall be deemed to be the purchase price paid for the Controlling Interest multiplied by a
fraction, the numerator of which is one and the denominator of which is the percentage
(expressed as a fraction) of ownership interest actually transferred). "Family Affiliate" shall
mean any Family Entity or Family Member of any of the Person(s) having Control of the Tenant
from time to time. "Family Entity" shall mean any Person a majority in which is owned or
Controlled By (or in the case of a trust, primarily for the benefit ot) a Person owning any
Controlling Interest or his or her Family Members. "Family Members" shall mean the parents,
spouse, siblings or lineal descendants of a Person and the spouse of any thereof owning a
Controlling Interest and the executor or personal representative of a Person owning a Controlling
Interest or any of the foregoing persons. "Controlling Interest" for this purpose shall mean that
interest in Tenant the holder of which exercises control of the operations and ordinary course of
business of Tenant under Tenant's governing documents.

Section 9.6 Transfer by Authority. The Authority shall not sell, assign, Transfer,
mortgage, pledge, hypothecate or encumber or create or subject to or permit to exist upon or be
subjected to any lien, encumbrance or charge arising by, through or under the Authority, as the
case may be, this Agreement or any interest in or under this Agreement or in or to the Stadium
Premises (or any part thereot) without the prior written consent of Tenant, except that the
foregoing shall not prohibit the Authority from selling, assigning, transferring or conveying this
Agreement and the Authority's interest in the Stadium Premises to a successor entity or from
granting any lien or encumbrance on the Stadium Premises that does not materially adversely
affect the rights of Tenant hereunder.

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 ARTICLE X
CASUALTY

Section 10.1 Damage or Destruction by Casualty. Subject to the provisions of Sections

10.2 and 10.6 of this Agreement, if at any time during the Term of this Agreement, all or any
part of the Stadium Premises shall be damaged or destroyed by fire or other casualty of any
nature whatsoever ("Casualty"), Tenant, at its sole cost and expense, shall promptly take all
actions necessary to close-off, secure and make safe the damaged or destroyed area and any and
all other affected spaces, cartways, sidewalks and other rights-of-way, and, as often as the
Stadium Premises or any part thereof shall be destroyed or damaged by Casualty, Tenant shall
(except as expressly set forth herein or except as the Authority, in its sole discretion, may
otherwise agree in writing), to the extent Applicable Laws permit, promptly restore, replace,
rebuild, repair or alter all or such portion of the Stadium Premises as shall have been damaged or
destroyed to as good a condition and to the same general appearance (in accordance with the
Design Standards) as existed before the Casualty with such changes and alterations thereto as
Tenant shall request and the Authority and the County shall approve, which approval shall not be
unreasonably withheld, delayed or conditioned. Tenant shall not be obligated to restore, replace,
rebuild, repair or alter all or any portion of the Stadium Premises following a Casualty if the
Authority notifies Tenant, within thirty (30) days following the occurrence of such Casualty, that
the Authority will not require the same (but Tenant shall retain the right to do so). Subject to the
provisions of Sections 10.2 and 10.6 of this Agreement, any such restorations, repairs,
replacements, rebuilding or alterations shall be commenced within ninety (90) days from the date
of occurrence of such Casualty, which time shall be extended by such reasonable time as is
commensurate with any reasonable delays due to adjustment or recovery of insurance,
preparation of plans and specifications, bidding of contracts and obtaining of necessary
Approvals, and shall thereafter be prosecuted with due diligence until completion in accordance
with the terms of this Agreement. Notwithstanding the foregoing, as long as such Casualty did
not result from the negligence or willful misconduct of or material breach of this Agreement by
Tenant, or any Tenant Affiliate and/or their respective agents, employees, directors or officers, in
order to effectuate such restoration, replacement, rebuilding, repair or alteration, Tenant shall not
be required to expend an amount in excess of the insurance proceeds (plus any deductible
amount) it receives under the applicable policies maintained under Article XV of this Agreement
for such work; provided that if the lack of sufficient insurance proceeds relates to the failure of
Tenant to maintain insurance coverage required by this Agreement, Tenant shall be liable for
such deficiency.

Section 10.2 No Obligation to Rebuild. In the event that, in the reasonable discretion of
both Tenant and the Authority, the Casualty to the Stadium Premises is of a nature and extent
that the Stadium Premises are not reasonably capable of being fully restored, replaced, rebuilt
and repaired to the condition in effect immediately prior to the Casualty with the insurance
proceeds or if the Authority elects not to require Tenant to restore, replace, rebuild and repair all
or any portion of the Stadium Premises following Casualty, then in either of such events Tenant
shall have the right to terminate this Agreement by written notice to the Authority, in which
event this Agreement shall terminate on the date set forth in such notice from Tenant. In such
event, Tenant shall remit and deposit with a commercial bank the accounts of which are insured
by an agency of the United States, as insurance trustee, all insurance proceeds it receives under
the applicable insurance policies maintained by Tenant under Article XV of this Agreement with

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respect to such Casualty or, to the extent Tenant has not received such insurance proceeds as of
the termination of this Agreement, Tenant shall assign to such insurance trustee all of the right
held by Tenant to receive such insurance proceeds with respect to such Casualty and shall
cooperate with the Authority as may be necessary to obtain such insurance proceeds. The
foregoing shall not be construed as relieving Tenant from any liability it may have as a result of
its or any Tenant Affiliate and/or their respective agent's, employee's, director's or officer's
negligence, willful misconduct and/or breach of this Agreement. In no event shall the Authority
be required to rebuild the Stadium Premises following a Casualty or contribute to the cost of
repair and reconstruction. The insurance trustee shall distribute the insurance proceeds deposited
with or paid to it to the County and the Leasehold Mortgagee(s) pari passu in the proportion
which the County Reimbursable Amount and the Mortgage Debt respectively bears to the sum of
the County Reimbursable Amount and the Mortgage Debt, until the amounts distributed equal
the sum of the County Reimbursable Amount and the Mortgage Debt. Proceeds remaining after
the distribution provided in the preceding sentence shall be distributed first to the
Commonwealth if and to the extent the Commonwealth requires that any Commonwealth Grant
or Additional Funding be repaid from such proceeds, second to cost of demolition of the Stadium
Premises and third if and to the extent the sum of amounts distributed to Leasehold Mortgagee(s)
and amounts distributed to the Commonwealth on account of loans to Tenant are less than the
then fair market value of Tenant's Property, to Tenant in the amount of such deficiency, and the
entire remainder to the Authority.

Section 10.3 Tenant Operating Obligation. Only during the period, if any, commencing
on the date that Tenant cannot reasonably operate and use the Stadium Premises for Team Home
Game(s) due to a Casualty and ending on the date that Tenant can reasonably operate and use the
Stadium Premises for Team Home Game(s) following any restoration, replacement, rebuilding,
repair or alteration required under this Article X (the "Casualty Untenantability Period"), Tenant
Affiliate shall, notwithstanding the provisions of Section 7.6, or any other provisions of this
Agreement, be permitted to temporarily use locations other than the Stadium Premises to conduct
the Team Home Game(s). Without limiting the generality of the foregoing provisions of this
Section 10.3, Tenant and the Authority agree that Tenant cannot reasonably operate and use the
Stadium Premises for Team Home Game(s) if (a) the Playing Field is unavailable or in Tenant's
or MLS' reasonable discretion is not in proper condition for the playing of a Team Home Game;
or (b) in the reasonable discretion of Tenant the percentage of available seating is not sufficient
for the playing of a Team Home Game. For avoidance of doubt, this Section 10.3 applies only to
damage by Casualty, and does not excuse Tenant of its obligations hereunder to maintain the
Stadium and does not limit any obligations of Tenant hereunder or of Tenant and Tenant
Affiliate under the Non-Relocation Agreement.

Section 10.4 Abatement. Except in the event that this Agreement is terminated
pursuant to the provisions of this Article X, a Casualty to all or any portion of the Stadium
Premises during the Term of this Agreement shall not cause an abatement of or change in the
Rent, Taxes, impositions, or any other amount, charge, fee or sum due from or required to be
paid by Tenant or the Authority hereunder.

Section 10.5 Notice of Casualty. Tenant shall give the Authority prompt written notice
of any Casualty.

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 Section 10.6 Uninsurable Casualty Loss. As used herein the tenn "Uninsurable
Casualty" shall mean a Casualty which is not covered by the Casualty insurance that Tenant
maintains and is not covered by the Casualty insurance that Tenant is required to maintain
pursuant to Article XV of this Agreement. Notwithstanding anything to the contrary in this
Agreement, if at any time during the Tenn of this Agreement the Stadium Premises is damaged
or destroyed by Uninsurable Casualty and the reasonably estimated cost of repairing or restoring
the Stadium Premises is (a) less than Three Million Dollars ($3,000,000), then (subject to Article
XII respecting Leasehold Mortgagees) Tenant shall, at its sole cost and expense, restore, replace,
rebuild, repair or alter the Stadium Premises in accordance with the provisions of Section 10.7 of
this Agreement, or (b) Three Million Dollars ($3,000,000) or more, then Tenant shall have the
option, exercisable by written notice (given no later than ninety days after such Casualty) to
tenninate this Agreement and in the event that Tenant exercises such option to tenninate this
Agreement, Tenant shall not be obligated to restore, replace, rebuild, repair or after the Stadium
Premises or the damage thereto; provided, however, that (x) if the cost of repairing or restoring
the Stadium Premises is less than Five Million Dollars ($5,000,000.00) and the Authority agrees
within ten (10) days following its receipt of Tenant's notice of tennination to contribute up to
One Million Dollars ($1,000,000.00) to pay one-half of the excess of over Three Million Dollars
($3,000,000.00) and the Authority provides reasonable assurance that its funds will be available
when required, then Tenant's purported tennination of this Agreement shall be null and void and
Tenant shall restore the Stadium Premises at its own expense except for the Authority's
contribution provided in this clause (x), or (y) if such Uninsurable Casualty is caused by or
otherwise relates to the negligence or willful misconduct of or breach of this Agreement by
Tenant, any Tenant Affiliate or any of their respective officer's directors, agents, employees or
contractors, Tenant shall have no such right to tenninate this Agreement and it shall, at its sole
cost and expense, restore, replace, rebuild, repair or alter the Stadium Premises in accordance
with the provisions of Section 10.7 of this Agreement.

Section 10.7 Insurance Proceeds. Unless Tenant tenninates this Agreement pursuant to
Section 10.2 of this Agreement, all Casualty insurance proceeds shall be paid to Tenant and used
by Tenant for restoration, replacement, rebuilding, repair or alteration of the Stadium Premises.
If Tenant tenninates this Agreement pursuant to Section 10.2 of this Agreement, Tenant shall
(subject to Article XII respecting Leasehold Mortgagees) remit and pay to the Authority all
insurance proceeds it receives under the applicable insurance policies maintained by Tenant with
respect to such Casualty or, to the extent Tenant has not received such Casualty insurance
proceeds as of the tennination of this Agreement, Tenant shall assign to the Authority all the
rights held by Tenant to receive such insurance proceeds with respect to such Casualty and shall
cooperate with the Authority as may be necessary to obtain such Casualty insurance proceeds.

ARTICLE XI
SURRENDER OF STADIUM PREMISES

Section 11.1 Surrender of Premises. Upon the expiration or earlier tennination of the
Tenn of this Agreement, Tenant shall peaceably and quietly surrender, vacate and deliver up
possession of the Stadium Premises to the Authority in good condition as required by this
Agreement, subject to nonnal wear and tear, Casualty and Condemnation that Tenant is not
required to repair, restore or replace under this Agreement, and the limitation on Capital Repairs
set forth in Section 8.2 of this Agreement, and free and clear of all occupancies, lettings,

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Leasehold Mortgages, liens and encumbrances (other than the Permitted Encumbrances and any
easements granted by or to Tenant pursuant to Section 23.20 of this Agreement). Upon such
surrender, Tenant shall deliver to the Authority all keys to any locked or secured areas of the
Stadium Premises and make known to the Authority the combination of all locks, safes, and
vaults then remaining in the Stadium Premises.

ARTICLE XII
LEASEHOLD MORTGAGES

Section 12.1 Leasehold Mortgages.

12.1.1 No Leasehold Mortgage shall be created by Tenant without the prior

written approval thereof by the Authority, which approval shall not be unreasonably withheld,
delayed or conditioned. All Leasehold Mortgages shall be subordinate to this Agreement as
provided in Section 12.2.

12.1.2 Tenant shall forward a notice to the Authority and to MLS at least fifteen
(15) days prior to the consummation of any proposed Leasehold Mortgage setting forth: (i) the
name of the proposed mortgagee or other beneficiary of such Leasehold Mortgage, (ii) the basic
terms and conditions of such financing, and (iii) a request that the Authority approve the
Leasehold Mortgage. Following the consummation of any Leasehold Mortgage in accordance
with the terms and conditions of this Article XII, Tenant shall deliver to the Authority a true,
correct and complete copy of each Leasehold Mortgage and any amendments, modifications,
extensions or assignments thereof, and shall notify the Authority of the address of each
Leasehold Mortgagee to which notice may be sent (as the same may be changed from time to
time).

Section 12.2 Subordination of Leasehold Mortgage. Any Leasehold Mortgagee may

enforce its Leasehold Mortgage and, subject to Section 12.3 of this Agreement, acquire title to
the leasehold estate of Tenant in the Stadium Premises in any lawful way and, pending
foreclosure of such Leasehold Mortgage, may take possession of the Stadium Premises and,
subject to Section 12.3 of this Agreement, upon foreclosure of such Leasehold Mortgage, may
sell and assign the leasehold estate hereby created, provided, however, that in each case:

12.2.1 provided MLS, the Authority, or another party cures any outstanding
payment default within thirty (30) days following written notice from the Leasehold Mortgagee
and thereafter pays all payments of principal and interest due under the loan secured by the
Leasehold Mortgage (or provided MLS or the Authority observes and performs all covenants and
obligations required of it as a condition to its right to cure defaults or prevent foreclosure
pursuant to any separate agreement between such Leasehold Mortgagee and MLS or the
Authority within the period specified therein), then prior to such Leasehold Mortgagee
foreclosing or otherwise acquiring or transferring title to the leasehold estate of the Tenant in the
Stadium Premises, MLS shall, for a period of one hundred eighty (180) days, be afforded an
opportunity (but not the obligation) to cure the default giving rise to the Leasehold Mortgagee's
right to foreclose, which cure may include (subject to the other terms of this Lease) taking over
the benefits and obligations of the Tenant under this Lease or procuring other qualified parties to
do so. During the last sixty (60) days of the MLS' 180-day cure period (or, if earlier, the first

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sixty (60) days following any early voluntary surrender by MLS of its l80-day cure period), the
Authority shall be afforded an opportunity (but not the obligation) to cure the default giving rise
to the Leasehold Mortgagee's right to foreclose, which cure may include (subject to the other
terms of this Lease) taking over the benefits and obligations of the Tenant under this Lease or
procuring other qualified parties to do so (such right of the Authority to be junior to the right of
MLS unless and until such right is voluntarily surrendered by MLS, by which it is meant that if
MLS shall have taken over the benefits and obligations of the Tenant under this Lease or shall
have procured other qualified parties to do so within such l80-day cure period, MLS or the
qualified parties procured by MLS will take precedence over the Authority or the qualified
parties procured by the Authority). During the 180 day period that MLS and/or the Authority are
permitted to attempt to cure the default under the Leasehold Mortgage in accordance with this
section 12.2.1 (or any other period as may be provided pursuant to any separate agreement
between such Leasehold Mortgagee and MLS or the Authority), and subject to the provisos set
forth above in this Section 12.2.1, the Leasehold Mortgagee shall not proceed to foreclose the
Leasehold Mortgage or otherwise take possession of the Stadium Premises. If, following the
cure period described above in this Section 12.2.1 the default giving rise to the Leasehold
Mortgagee's right to foreclose has not been cured, then (subject to the other provisions of this
Article XII) the Leasehold Mortgagee shall be entitled to foreclose the Leasehold Mortgage and
exercise any other rights available to it under the loan, at law or in equity with respect to the
collateral encumbered by the Leasehold Mortgage;

12.2.2 such Leasehold Mortgage shall be subordinate and subject to this

Agreement, except as otherwise expressly set forth herein. For avoidance of doubt, nothing
herein is intended to diminish, impair in any way or interfere with the exercise by MLS of the
MLS Step-in Right or any ofMLS's other rights or remedies under Section 7.9.2, 7.13.4, 7.14.2,
7.16,7.19,9.2.5.8, 18.9 or 23.6.1, unless and until (x) the Leasehold Mortgagee conveys the
leasehold interest or right to occupy the Stadium Premises to a third party unaffiliated with MLS
or any MLS team in accordance with the terms and conditions of this Agreement and (y) so long
as no MLS team (nor any operator of an MLS team) has the right to play MLS Games at the
Stadium, whether pursuant to any sublease, license agreement or otherwise. If at any time the
conditions in clauses (x) and (y) are satisfied, then all rights and remedies of MLS in, to and
under this Agreement shall automatically be suspended for so long as no MLS team (nor any
operator of an MLS team) has the right to play MLS Games at the Stadium; provided that all
rights and remedies of MLS shall automatically be reinstated if at any time any MLS team (or
any operator of an MLS team) has the right to play MLS Games at the Stadium;

12.2.3 any Leasehold Mortgagee, or any assignee of a Leasehold Mortgagee or

purchaser in foreclosure brought by a Leasehold Mortgagee, taking possession of the leasehold
estate in the Stadium Premises (whether by foreclosure, assignment of Tenant's leasehold estate
in lieu of foreclosure or by appointment of a receiver) (a) shall attorn to the Authority and shall
be liable to perform or cause performance of all of the obligations imposed on Tenant by this
Agreement, including, without limitation, the obligations to maintain and to insure the Stadium
and to refrain from and prevent waste to the extent arising on and after the date of such taking of
possession (other than the provisions of Sections 6.1 through 6.12 and Section 7.6 of this
Agreement) (b) shall assume and promise to observe and perform all of the covenants and
obligations of Tenant under the PILOT Agreement and County Grant Agreement, (c) if such
Leasehold Mortgagee is an Affiliate of Tenant Affiliate or otherwise holds operating rights to an

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MLS team, then such Leasehold Mortgagee shall assume and promise to observe and perform
Tenant's covenants and obligations under the Non-Relocation Agreement, (d) shall not disturb or
interfere with the observance and performance by Tenant Affiliate of its covenants and
obligations under the Non-Relocation Agreement, and (e) if the covenants and obligations of
Tenant Affiliate under the Non-Relocation Agreement with respect to the playing of Team Horne
Garnes are not being fulfilled, shall be permitted to keep the Stadium dark for up to eighteen (18)
months following the expiration of the MLS cure period pursuant to Section 12.2.1, provided
that during such period such Leasehold Mortgagee uses commercially reasonable efforts to
market the leasehold estate in the Stadium and following such eighteen (18) month period, such
Leasehold Mortgagee shall either enter into (and thereafter perform) the amendment described in
clause (c) of Section 12.3.1 or surrender the leasehold estate in the Stadium to the Authority free
and clear of the Leasehold Mortgage.

12.2.4 any Person acquiring the leasehold estate sold or assigned by the
Leasehold Mortgagee shall not take possession or ownership unless it (or a receiver acting on its
behalf or otherwise appointed) (a) shall own or possess (and shall maintain during such period of
possession or ownership in the leasehold estate created by this Agreement) the ability to Control
the Tenant Affiliate, or such other right, interest, power or Control, sufficient to provide it with
the ability and power to cause compliance (itself or through another Person such as MLS) with
the obligations of Tenant set forth in Section 7.6 of this Agreement, or another Person, such as
MLS, is causing such compliance and such compliance is continuing, or (b) shall succeed to the
rights of or otherwise be able to operate the Team pursuant to the terms of the Operating
Agreement, or (c) shall meet the requirements of Subsection 12.3.1.

12.2.5 any Leasehold Mortgagee taking possession of the Stadium Premises

(whether by foreclosure, assignment of Tenant's leasehold estate in lieu of foreclosure or by
appointment of a receiver) or any Person acquiring the leasehold estate sold or assigned by the
Leasehold Mortgagee shall agree, in writing, to be bound by the PILOT Agreement and the
County Grant Agreement.

12.2.6 Failure of a Leasehold Mortgagee to satisfy any of the above conditions

shall preclude the Leasehold Mortgagee from taking possession of or operating the Stadium
Premises until such conditions are satisfied or waived, but shall not affect (i) the validity,
enforceability or priority of the Leasehold Mortgage in any other respect, including, without
limitation, with respect to any other security interest in connection with the leasehold estate
hereby created, or (ii) any other security interests ("Excluded Lien(s)") in or with respect to
Tenant or Tenant's rights under this Agreement (other than its leasehold estate hereby created.

Section 12.3 Authority's Right of Approval.

12.3.1 Except for a transfer to a Leasehold Mortgagee in accordance with Section

12.2, the Authority shall have the right to approve (such approval will not be unreasonably
withheld, delayed or conditioned) any proposed transfer of the leasehold estate created by this
Agreement to a Person acquiring the leasehold estate from a Leasehold Mortgagee, except that
no such approval shall be required if such Transferee shall (a) have adequate experience
(whether direct experience of the proposed transferee or by experience of persons or entities
employed or engaged by such proposed transferee), in the reasonable discretion of the Authority,

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to operate the Stadium and promote and manage Tenant Permitted Use events to be conducted at
the Stadium, (b) together with any Person that shall agree to guaranty the obligations of such
Transferee under the Lease, have a combined fair market value net worth of not less than Thirty
Million Dollars ($30,000,000.00) (such amount to be adjusted each year during the term of Lease
by the consumer price index), (c) enter into an amendment to the Lease whereby such Leasehold
Transferee agrees to cause the Stadium to be utilized for a minimum number of Tenant Permitted
Use events (the "Minimum Number of Events") each year (such minimum number of events to
be acceptable to the Authority, in its reasonable discretion) such that it shall constitute an Event
of Default by Tenant if such Transferee shall fail to cause the Stadium to be used for a number of
Tenant Permitted Use events equal to at least the product of 3 multiplied by the Minimum
Number of Events over each three (3) consecutive calendar year period during the term of the
Lease, (d) otherwise agrees to be bound by the terms and conditions of the Lease (other than the
provisions of Sections 6.1 through 6.12 and Section 7.6), (e) agree in writing to be bound by the
PILOT Agreement and the County Grant Agreement, and (f) so long as the covenants and
obligations of Tenant Affiliate under the Non-Relocation Agreement are being observed and
performed, not to disturb or interfere with such observance and performance.

12.3.2 No less than thirty (30) days prior to an intended transfer under Section
12.3.1 above, a Leasehold Mortgagee shall furnish or cause to be furnished to the Authority all
material documentation and information relevant to or necessary for the Authority to make the
determination with respect to the intended transfer as set forth above in this Section 12.3.

Section 12.4 Leasehold Mortgagees - Notice and Cure.

12.4.1 In the event that the Authority provides to Tenant notice of an Event of
Default under this Agreement, the Authority shall give to each Leasehold Mortgagee at the last
known address of such Leasehold Mortgagee furnished to the Authority by or on behalf of such
Leasehold Mortgagee, written notice of such Event of Default or a copy of such notice
specifying: (i) the Event of Default, (ii) the right to cure such Event of Default by such
Leasehold Mortgagee as provided in this Section 12.4, and (iii) the Authority's rights, if any,
pursuant to this Agreement, to terminate this Agreement and acquire possession of the Stadium
Premises if the Event of Default is not cured. Each Leasehold Mortgagee shall have the right, at
its option, to cure or remedy any breach of covenant or Event of Default by Tenant under this
Agreement and may enter the Stadium Premises (or any part thereof) for the purpose of effecting
such cure and such entry shall not constitute an actual or constructive eviction of Tenant nor
shall such entry constitute an act hostile to the Authority's reversionary estate. The Authority
shall accept such performance on the part of any such Leasehold Mortgagee as though the same
had been done or performed by Tenant. In addition to the foregoing rights, in case of an Event
of Default, the Authority will take no action to effect a termination of this Agreement by reason
thereof until the Authority shall have served upon each Leasehold Mortgagee, of which the
Authority has received actual notice hereunder, a copy of the notice of the Event of Default, it
being the intent hereof and understanding of the parties that each Leasehold Mortgagee shall be
allowed to cure a monetary Event of Default of Tenant within sixty (60) days after its receipt of
such notice or, in the case of nonmonetary defaults which are capable of cure by the Leasehold
Mortgagee, such longer period as maybe necessary to cure such default if the Leasehold
Mortgagee has commenced to cure the Event of Default within such sixty (60)-day period and is
diligently proceeding to cure the same, provided, however, that if the cure would require more

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than one-hundred twenty (120) days, the Leasehold Mortgagee shall have provided evidence to
the Authority of its undertaking and its capacity (subject to receipt of such Approvals and
judicial orders as may be necessary) to effect a cure. With respect to any defaults by Tenant that
are not susceptible of being cured by Leasehold Mortgagee, the Authority shall take no action to
terminate this Agreement without first giving Leasehold Mortgagee a notice of its intention and a
reasonable time thereafter within which either (i) to obtain possession of the Stadium Premises
(including possession by receiver), or (ii) to institute, prosecute and complete foreclosure
proceedings or otherwise acquire the Tenant's interest under this Agreement. During any time
which Leasehold Mortgagee requires in order to obtain possession or institute foreclosure
proceedings pursuant to the previous sentence, Leasehold Mortgagee shall be responsible for,
and as a condition to Authority's forbearance from terminating this Agreement, shall timely
perform, all obligations of the Tenant under this Agreement including payment of rent, both
current and in arrears, and observance and performance of the covenants and obligations of
Tenant under the PILOT Agreement and the County Grant Agreement to the extent Leasehold
Mortgagee can reasonably fulfill such obligation without having actual possession of the
Stadium Premises. Subject to Section 12.2.3, Leasehold Mortgagee, upon obtaining possession
or acquiring Tenant's interest under this Agreement, shall be required to cure promptly all
defaults reasonably susceptible of being cured by Leasehold Mortgagee (other than with respect
to defaults under Sections 6.1 through 6.12 and Section 7.6), provided that (1) Leasehold
Mortgagee shall not be obligated to continue such possession or to continue such foreclosure
proceedings if the default shall be cured by Tenant, and (2) nothing herein shall preclude the
Authority, subject to the provisions of this Article XII, from exercising any rights or remedies
under this Agreement with respect to any other default by Tenant. Any default by Tenant not
reasonably susceptible of being cured by Leasehold Mortgagee shall be deemed to have been
waived by the Authority (as to the Leasehold Mortgagee, its successors and assigns but not as to
Tenant) upon completion of such foreclosure proceedings or upon such acquisition of Tenant's
interest in this Agreement, except that any of such events of default which are reasonably
susceptible of being cured after such completion and acquisition shall then be cured with
reasonable diligence. Leasehold Mortgagee in foreclosure proceedings may become the legal
owner and holder of this Agreement through foreclosure or assignment or deed in lieu of
foreclosure. All notices by the Authority to Leasehold Mortgagees pursuant to this Article XII
shall be in writing and given by certified or registered United States mail, postage prepaid, return
receipt requested, or by overnight courier or same day delivery service, or by facsimile with
written confirmation served in any other manner for providing notice as set forth in this section,
addressed to each Leasehold Mortgagee at the address (and, with respect to facsimile notices,
facsimile number) last specified to the Authority by or on behalf of such Leasehold Mortgagee,
and any such notice shall be deemed to have been given and "served" on the second business day
after mailing in the manner set forth in this section, on the first business day if an overnight
courier service is used and on the same day if same day delivery service is used.

12.4.2 In the event that a Leasehold Mortgagee, upon a default by Tenant in the
performance of any of its obligations under a Leasehold Mortgage that the Leasehold Mortgagee
wishes to use as a basis to exercise its foreclosure rights under the Leasehold Mortgage, shall
give Tenant a formal notice stating in effect that it constitutes a notice of default under the
Leasehold Mortgage, a notice of that default, or a copy of such notice to Tenant shall be given to
the Authority and MLS.

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 Section 12.5 No Monetary Or Other Liability for Tenant Defaults. Notwithstanding
anything to the contrary in this Agreement, a Leasehold Mortgagee shall have no monetary or
other liability for any breach of this Agreement by Tenant. Nothing in this Section 12.5 shall
excuse a Leasehold Mortgagee upon its taking possession or other ownership of the Stadium
Premises from its duty to perform all of the obligations imposed on Tenant under this Agreement
that relate to the period from and after the taking of possession or ownership other than the
obligations contained in Sections 6.1 through 6.12 and Section 7.6 of this Agreement, until such
time as such Leasehold Mortgagee is no longer in possession or ownership and all of such
obligations are assumed by another Leasehold Mortgagee or Person pursuant to the terms of this
Article XII.

Section 12.6 Casualty and Condemnation. In the event any Leasehold Mortgagee
requires that proceeds of Casualty insurance or Awards for any Casualty or Taking with respect
to all or any portion of the Stadium Premises be placed in escrow (even if less than the amounts
required to be placed in escrow), the Authority agrees that any Casualty insurance proceeds or
Awards to which Tenant would be entitled pursuant to the terms of Article X and Article XIV,
respectively, of this Agreement, shall be deposited with an independent third party financial
institution selected by the Leasehold Mortgagee holding the first priority Leasehold Mortgage to
act as escrow agent ("Escrow Agent") or the Leasehold Mortgagee (if it is an Institutional
Lender) may itself act as Escrow Agent. The funds held in escrow shall be administered and
disbursed pursuant to the terms of an escrow agreement mutually acceptable to Tenant, the
Authority and such Escrow Agent. Casualty and condemnation proceeds shall be applied in the
manner set forth in this Agreement, notwithstanding anything to the contrary set forth in any
Leasehold Mortgage.

Section 12.7 New Lease. In the event that Tenant rejects this Agreement under Title
11, United States Code, or other similar federal or state statutes, or if the Authority or Tenant
exercises any right it may have under this Agreement to terminate this Agreement, Authority
shall notify each Leasehold Mortgagee of the Authority's intention to acquire possession of the
Stadium Premises. Any such termination shall be effective sixty (60) days after receipt by each
Leasehold Mortgagee of notice of same. Within the sixty (60) day period following each
Leasehold Mortgagee's receipt of notice of termination or election to terminate or acquire
possession, such Leasehold Mortgagee shall have the right on behalf of itself or its designee to
elect either (i) to enter into a new lease for the Stadium Premises for a term equal to the
unexpired portion of the Term and on the same terms and conditions as this Agreement, or (ii) to
receive an absolute and irrevocable assignment of all Tenant's estate, right, title and interest in,
to, and under this Agreement. If more than one Leasehold Mortgagee elects to enter into a new
lease or to receive an assignment of all of Tenant's interest under this Agreement, the new lease
or assignment, as the case may be shall be delivered to the Leasehold Mortgagee making such
election whose Leasehold Mortgage is prior in lien and the election of any Leasehold Mortgagee
whose Leasehold Mortgage is subordinate in lien shall be void and of no force and effect. In the
event a Leasehold Mortgagee elects to enter into a new lease, the new lease shall have a term
equal to the unexpired portion of the Term and shall be on the same terms and conditions as this
Agreement; provided, however, that the Leasehold Mortgagee or its designee shall assume all
obligations of Tenant under this Agreement other than those under Sections 6.1 through 6.12 and
Section 7.6, including, without limitation, the PILOT Agreement and the County Grant
Agreement, subject to the provisions of this Article XII. The Authority shall tender the new

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lease to the Leasehold Mortgagee within sixty (60) days after the Authority's receipt of the
Leasehold Mortgagee's written request for the lease and shall deliver possession of the Stadium
Premises to the Leasehold Mortgagee or its designee immediately upon execution of the new
lease. Any such new lease shall have the same priority as this Agreement with respect to liens
and encumbrances on the Stadium Premises. Notwithstanding the foregoing, the Authority's
execution of such new lease shall in no way relieve Tenant of any of Tenant's obligations or
liability hereunder for the entire Term, and Tenant agrees to be jointly and severally liable for the
obligations of the Leasehold Mortgagee, its successors and assigns under said new lease to the
extent that the obligations and liabilities under the new lease are not greater than the obligations
and liabilities under this Agreement. Effective upon the commencement of the term of any new
lease executed pursuant to this Section 12.7, the Authority will quit claim to the Leasehold
Mortgagee or its designee as tenant under such new lease such right, title or interest, if any, as
Authority may have in all subleases of the Stadium Premises without recourse to the Authority
by the tenant under such new lease.

Section 12.8 Acceptance by Leasehold Mortgagee. By accepting a Leasehold

Mortgage, each Leasehold Mortgagee shall be conclusively deemed to have agreed to the
provisions of this Agreement.

Section 12.9 Intentionally omitted.

Section 12.1 0 Additional Leasehold Mortgage Provisions. The Authority and Tenant
shall not enter into any amendment or modification of this Agreement nor shall Tenant terminate
this Agreement, nor shall the Authority and Tenant mutually agree to an early termination or
expiration of this Agreement, without the prior written consent of each Leasehold Mortgagee
(which consent will not be unreasonably withheld or delayed), and any such amendment,
modification or termination entered into without such consent shall be deemed void at the option
of the Leasehold Mortgagee, and in the event such Leasehold Mortgagee or its successors and
assigns shall become the owner of the leasehold estate under this Agreement, such Leasehold
Mortgagee and its successors and assigns shall not be bound by any such modification,
amendment or termination of this Agreement unless the Leasehold Mortgagee shall have
consented in writing to such modification, amendment or termination at the time it was made or
at the time of such acquisition.

12.10.1 The Authority's
property owned by Tenant and located at
subleases entered into by Tenant for all or
issues and profits therefrom, is and shall
Mortgage.
landlord's lien, if any, in and to: (a) any personal
the Stadium Premises, and (b) any space lease or
any portion of the Stadium Premises, and the rents,
remain subordinate to the lien of each Leasehold

12.10.2 So long as the Leasehold Mortgage has not been released, unless
Leasehold Mortgagee shall otherwise expressly consent in writing, the fee title to the Stadium
Premises and the leasehold estate of Tenant created by this Agreement shall not merge but shall
remain separate and distinct, notwithstanding the acquisition of such fee title and such leasehold
estate by the Authority or by Tenant or by a third party, by purchase or otherwise.

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 ARTICLE XIII
ESTOPPEL CERTIFICATE

Section 13.1 Estoppel Certificate. The Authority and Tenant shall, at any time and
from time to time, within thirty (30) days after written request by the other or by any Leasehold
Mortgagee of Tenant, execute, acknowledge and deliver to the requesting party or to any
Leasehold Mortgagee of Tenant or prospective Leasehold Mortgagee of Tenant a certificate in
recordable form stating (a) if it is true, that this Agreement is unmodified and in full force and
effect (or if there have been modifications, that this Agreement is in full force and effect as
modified and identifying the modification agreement, or if this Agreement is not in full force and
effect, the certificate shall so state); (b) confirmation of the commencement and expiration dates
of the Term of this Agreement; (c) the date to which Rent has been paid under this Agreement;
(d) whether there is an existing default by Tenant in the payment of Rent or other sum of money
under this Agreement, and, if so specifying the nature and extent thereof; (e) whether there is any
other existing default by either party under this Agreement known to the party making the
certificate and if there is any such default, specifying the nature and extent thereof; (t) whether
there are any counterclaims against the enforcement of the obligations of Tenant and/or the
Authority, as the case may be, hereunder known to it; and (g) such other information regarding
this Agreement as is reasonably requested.

ARTICLE XIV
CONDEMNATION

Section 14.1 Notice of Taking. The Authority and Tenant each agrees to give to the
other written notice of any taking as a result of, or in lieu of, condemnation or the exercise of the
power of eminent domain by any sovereign, municipality or any other public or private authority
("Taking") of all or any part of the Stadium Premises or interest therein, promptly after receipt
thereof.

Section 14.2 Total Taking of Stadium Premises. In case of a Taking of (a) the entire
Stadium Premises and/or the entire leasehold estate created hereunder or (b) of such substantial
or significant part of the Stadium Premises and/or the leasehold estate created hereunder as shall
have the result that: (i) the portion of the Stadium Premises and/or the leasehold estate created
hereunder remaining after such Taking (even if restoration were made) will not reasonably
permit Tenant to continue to use the Stadium Premises for the playing of Team Home Game(s)
or to use, occupy and exploit the Stadium Premises in connection with Team Home Game(s)
materially in the manner customarily used, occupied or enjoyed by MLS tenants having rights
comparable to those set forth in this Agreement; and/or (ii) an economically significant portion
of the Tenant Parking Area and/or Tenant's leasehold interest therein shall have been taken so as
to adversely affect Tenant's ability to sell or license Club Seat(s) or Private Suites (to the extent
that Tenant is not otherwise compensated through the Award) (each of (i) and (ii) being
hereinafter referred to as a "Total Taking"), Tenant shall have the right, exercisable by written
notice to the Authority within one hundred twenty (120) days after receipt of notice of such
Taking, to terminate this Agreement. In the event such notice of termination is given, this
Agreement shall terminate upon the earlier of the date designated by Tenant in its notice of
termination or the date on which the condemning authority requires or otherwise causes Tenant
to vacate the Stadium Premises (the "Taking Termination Date"), and the Rent and other charges

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payable hereunder, as well as any amounts payable by the Authority to Tenant hereunder, shall
be apportioned as of and paid to the Taking Termination Date, provided, however, that all
provisions of this Agreement shall remain in full force and effect until the Taking Termination
Date.

Section 14.3 Partial Taking. In the event of a Taking of a portion of the Stadium
Premises and/or the leasehold estate created hereunder which is not a Total Taking (a "Partial
Taking") or which is a Total Taking but as to which Tenant has not exercised its right to
terminate this Agreement as provided in Section 14.2 of this Agreement:

14.3.1 Subject to Section 7.6.1.1 of this Agreement, this Agreement shall remain
in full force and effect as to the portion of the Stadium Premises remaining immediately after
such Taking, with an equitable abatement or reduction of Rent or any other sum payable
hereunder by Tenant (including an offset against the PILOT Payment(s) to the extent set forth in
the PILOT Agreement), but without any abatement or reduction of any sum payable by the
Authority to Tenant under this Agreement.

14.3.2 To the extent that the net proceeds received by Tenant from the Award (as
defined in Section 14.4) are sufficient to restore the Stadium Premises as hereinafter set forth,
Tenant shall, to the extent Applicable Law permits and within one hundred eighty (180) days
after the effective date of such Taking, commence, and thereafter diligently prosecute to
completion, the restoration of the Stadium Premises as nearly as possible to its respective
condition and character existing immediately prior to such Taking, except for any reduction in
area caused thereby, such that the remaining Stadium Premises shall constitute a complete
structural unit or units that can be operated pursuant to the provisions of this Agreement, and this
Agreement shall continue in full force and effect. Such restoration shall be performed promptly
and efficiently, in a good and workmanlike manner, in accordance with all Applicable Laws and
undertaken in accordance with plans and specifications prepared under the supervision of
Tenant's licensed architect and submitted to and approved in writing by the Authority, which
approval shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the
foregoing, Tenant shall not be obligated to expend any amounts in excess of the net proceeds of
the Award actually received by Tenant which are specified for or fairly allocable to restoration in
order to effectuate such restoration.

Section 14.4 Award. In the event of any Taking (a) as a result of which Tenant does
not terminate this Agreement in accordance with this Article XIV, such portion of any award (the
"Award") for such Taking as shall be specified for or fairly allocable to restoration of the
Stadium Premises (including such amounts otherwise payable to Tenant or the Authority) shall
first be allocated to the entire cost of restoration, and thereafter shall be allocated and distributed
among Tenant, and the Authority, pro rata, as their respective interests in the portion of the
Stadium Premises or any leasehold estate that is taken may appear based upon the loss and
damage suffered by each by reason of such Taking; or (b) as a result of which Tenant terminates
this Agreement in accordance with this Article XIV, any Award shall be allocated and
distributed first to the Leasehold Mortgagee and the County pari passu in the same proportions
provided in Section 10.2 for insurance proceeds, and after distribution to the Leasehold
Mortgagee and the County of amounts equal to the Mortgage Debt and the County Reimbursable
Amount then to the Commonwealth if and to the extent the Commonwealth requires that any

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Commonwealth Grant or Additional Funding be repaid from such proceeds, then to the cost of
demolition of the Stadium Premises and the remaining Award among Tenant and the Authority,
pro rata, as their respective interests may appear based upon the loss and damage suffered by
each by reason of such Taking.

ARTICLE XV
INSURANCE AND INDEMNITY

Section 15.1 Insurance Coverage Requirements. Subject to the terms of this Article
XV, Tenant covenants and agrees that Tenant, at its sole cost and expense, shall obtain, maintain,
and keep (or cause to be obtained, maintained or kept), in full force and effect with insurance
companies having a Best Rating of A- or better and licensed and authorized to do business in the
Commonwealth or otherwise reasonably satisfactory to the Authority, the insurance coverage
described in this Article XV. In all such insurance policies (other than Workers Compensation
insurance and professional liability coverages) the Authority shall be named as an additional
insured and such insurance shall provide that the insurance provided in each policy shall not
limit or void the coverage of anyone named insured with respect to claims made against the
same named insured by any other named insured or by the directors, officers, employees, agents,
boards, or commissions of such other named insured. Each policy shall provide that the
coverage may not be canceled, permitted to expire or be materially changed without at least
thirty (30) days' prior written notice to the Authority. Tenant shall provide the Authority with
duplicate originals or certificates of such insurance, in a form acceptable to the Authority, at or
prior to the Preliminary Term Commencement Date or the Secondary Term Commencement
Date, as the case may be, together with evidence of paid-up premiums, and shall provide the
Authority with renewals thereof at least ten (10) days prior to each expiration.

Section 15.2 Preliminary Term.

15.2.1 Tenant's Insurance Coverage During Preliminary Term. Commencing on

the earlier of the Preliminary Term Commencement Date or Tenant's (or its agents',
representatives', Contractor(s)', Concessionaire(s)', licensees' or employees') entry upon all or
any part of the Stadium Land and/or the Stadium Premises and continuing through the entire
Preliminary Term, Tenant shall carry or cause to be carried insurance coverage as described in
this Section 15.2.1.

15.2.1.1 Commercial general liability insurance containing standard form

provisions and covering the Stadium Land and the Stadium Premises and the use thereof written
on an occurrence basis and insuring against claims for contractual liability, personal injury and
advertising; bodily injury, death or property damage occurring on, in or about or arising from
activities at the Stadium Premises, with a combined single limit of not less than $1,000,000.00
per occurrence and $2,000,000.00 products/completed operations aggregate, and $2,000,000 per
project aggregate. Products/Completed operations coverage shall be maintained for a period of
no less than five (5) years following project completion, and additional insured status as required
in Section 15.1 above shall apply to Completed Operations coverage.

15.2.1.2 Workers Compensation insurance affording statutory coverage

and statutory limits required under Pennsylvania law and Employer's Liability Insurance in the

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amount of $1,000,000 covering persons employed in connection with any work done in, on or
about the Stadium Premises.

15.2.1.3 Builder's Risk insurance on behalf of all applicable parties, on a

Special Form or "all-risk" basis, covering the interests of each of the insureds as their interests
may appear in an amount equal to the value of the Stadium Improvements on a Replacement
Cost, Agreed Amount basis (no coinsurance). Such policy shall include (or there shall be
insured separately) the perils of Earthquake, Flood and Terrorism, to the extent reasonably
commercially available.

Such policy shall provide protection for the building and other permanent structures,
materials and equipment to be installed in the Stadium Premises, and temporary structures, while
in the course of construction, in transit to the project site, and while being retained in off-site
storage. In addition, the policy shall provide for Delay and/or Soft Costs coverage, at an amount
representing 12 months of estimated Soft Costs. All deductibles under the Builders Risk policy
shall be the responsibility of Tenant, except to the extent that loss or damage is caused by the
gross negligence or willful misconduct of the Authority.

15.2.1.4 Umbrella liability insurance on a following-form basis providing

coverage for the risks associated with the Stadium Premises and this Agreement, including, but
not limited to, the general liability, automobile liability and employers' liability portion of the
workers compensation policies required by this Section 15.2, with said umbrella limits
amounting to $25,000,000.00 in excess of the underlying limits and containing an aggregate limit
of$25,000,000.00.

15.2.1.5 To the extent reasonably commercially available, Contractors

pollution liability and environmental liability with a minimum per claim and annual aggregate
limit of $5,000,000. If coverage is written on a claims-made basis, the policy retroactive date
shall be no later than the date ofthis Agreement or the commencement of services, whichever is
later, and shall provide a minimum of three (3) years continuation of policy coverage or extended
reporting period (tail) coverage, following completion of the services.

15.2.2 Tenant's Additional Insurance Coverage During Preliminary Term.

Commencing on the earlier of the Preliminary Term Commencement Date or Tenant's (or its
agents', representatives', Contractor(s)', Concessionaire(s)', licensees' or employees') entry
upon all or any part of the Stadium Land and/or the Stadium Premises and continuing through
the entire Preliminary Term of this Agreement, Tenant shall carry or cause to be carried the
following insurance coverage:

15.2.2.1 Architects and Engineers Errors and Omissions (professional

liability) Insurance with limits, unless otherwise approved in writing by the Authority, of no less
than $5,000,000 per claim and $10,000,000 in the annual aggregate, covering negligent acts,
errors or omissions of any architect or engineer doing work relating to this Agreement, and shall
provide continuation of active policy coverage or extended reporting period tail coverage for a
minimum of three (3) years year after Substantial Completion of the project. The policy
retroactive date shall be no later than the effective date of the Agreement or the commencement
date of services, as applicable.

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 15.2.2.2 Comprehensive automobile liability coverage insuring against
liability arising from the maintenance, use, loading and unloading of all owned, non-owned,
hired, leased, rented trucks, automobiles and other vehicles arising from bodily injury, death or
property damage, with a combined single limit for each occurrence of not less than
$1,000,000.00.

15.2.3 Contractors' and Subcontractors' Insurance During Preliminary Term

15.2.3.1 Contractors and subcontractors must maintain at their own

expense during the Preliminary Term general liability insurance, contractor's equipment
coverage (including mobile equipment) and including both owned and leased equipment
workers' compensation insurance, and automobile liability insurance for activities at the Stadium
Premises and activities off-site of the Stadium Land and/or Stadium Premises, in amounts
reasonably to be required by Tenant and approved by the Authority, such approval not to be
unreasonably withheld, conditioned or delayed. All such insurance shall be procured from
reputable insurers authorized to do business in the Commonwealth having an A.M. Best Rating
of A-VII or better. All insurance required in this subparagraph shall be written on an occurrence
basis and not a claims-made basis. In no event shall work be performed until certificates
evidencing the required coverages have been furnished to Tenant. If the contractor or
subcontractor fails to obtain or maintain the required insurance, such failure will subject the
contractor or subcontractor to dismissal from the project, after any required notice and
opportunity to cure. The insurance shall provide for at least thirty (30) days prior written notice
to be given to Tenant and the Authority in the event coverage is canceled or non-renewed. The
limits of liability in this subparagraph can be met by combining the contractors or
subcontractor's individual policy limits of liability with its umbrella liability policy limits. The
insurance policies identified in this subparagraph, if applicable, shall name Tenant and the
Authority and their officers, directors, subsidiaries, affiliated companies, employees and agents
as additional insureds, including Umbrella Liability Policies if applicable, and including
Completed Operations coverage, on a primary and noncontributory basis. A waiver of
subrogation shall be provided in favor of Tenant and Authority, with respect to all policies
identified in this subparagraph.

At least five (5) days prior to the date on which the contractor or subcontractor
commences its part of the work, each shall furnish to Tenant copies of Certificates of Insurance
for any insurance it is required to maintain under this Article XV. Under no circumstances shall
the contractor or subcontractor actually begin work without providing, the required evidence of
insurance. The Authority reserves the right to require each contractor or subcontractor to furnish
certified copies of the original policies of such insurance as soon as possible, but in no event later
than sixty (60) days following the submission of its Certificate of Insurance. Tenant will forward
a copy of all Certificates of Insurance to the broker designated by the Authority. All Certificates
of Insurance shall indicate that all policies except the Workers Compensation Policy and
Architects and Engineers Errors and Omissions (Professional Liability) policy will contain (1)
Additional Insured Endorsement, (2) a Waiver of Subrogation Endorsement, and (3) Primary
Insurance Endorsement as outlined above. In addition, all policies of insurance required above
shall be endorsed to provide that the insurance company shall notify Tenant and the Authority at
least thirty (30) days prior to the effective date of any cancellation of such policies.

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 Section 15.3 Tenant's Insurance Coverage During Secondary Term (Operations and
Maintenance). During the Secondary Term, Tenant shall carry or cause to be carried insurance
coverage as follows:

15.3.1 Commercial general liability insurance on an occurrence form containing

standard form provisions and insuring against any claims for contractual liability; personal injury
and advertising liability, bodily injury, death or property damage occurring on, in or about or
arising from operations at the Stadium Premises, with a combined single limit of not less than
$1,000,000.00 and $2,000,000 in the aggregate.

15.3.2 Workers' compensation insurance affording statutory coverage and

statutory limits required under Pennsylvania Law and Employer's Liability Insurance. The
policy must evidence a minimum of $1 ,000,000.00 in employer liability limits.

15.3.3 Comprehensive automobile liability coverage insuring against liability

ansmg from the maintenance, use, loading and unloading of all owned, non-owned, hired,
leased, rented trucks, automobiles and other vehicles arising from bodily injury, death or
property damage, with a combined single limit for each occurrence of not less than
$1 ,000,000.00.

15.3.4 Property insurance on the buildings and any other improvements and other
real and personal property now or hereafter located on the Stadium Premises on a primary and
non-contributory, Special Form ("All Risk"), Replacement Cost, Agreed Amount (no
coinsurance) basis, covering the interests of each of the insureds as their interests may appear.
Such policy shall include (or there shall be insured separately) the perils of Flood, Earthquake,
and Terrorism to the extent reasonably commercially available. The Authority shall be named as
Loss Payee as its interests may appear.

15.3.5 Umbrella liability insurance providing following form coverage and

scheduling Tenant's underlying policies for Commercial General Liability, Employers' Liability
and Automobile Liability coverage, with said umbrella limits amounting to $25,000,000.00, to
the extent reasonably commercially available, in excess of the underlying limits and containing
an aggregate limit of $25,000,000.00, to the extent reasonably commercially available.

15.3.6 Environmental liability insurance with minimum limits of $2,000,000 per

claim and aggregate covering onsite and offsite third party bodily injury, property damage, and
remediation liability; and first party remediation (i.e., "discovery trigger"). Such coverage shall
include, but not be limited to, contingent transportation, underground and above-ground storage
tanks, non-owned disposal sites (if applicable), and fungi and bacteria coverage to the extent
reasonably commercially available. If coverage is written on a claims-made basis, the policy
retroactive date shall be no later than the date of this Agreement or the commencement of
services, whichever is later, and shall provide a minimum three (3) years continuation of policy
coverage or extended reporting period (tail) coverage, following completion of the services, to
the extent reasonably commercially available.

Section 15.4 Discussion of Alternatives. The Authority agrees that upon the written
request of Tenant, the Authority will meet with Tenant and enter into discussions to modify any

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of the foregoing insurance requirements, if changes in the availability and cost of the required
coverage warrant such action. Such discussions may include the consideration of alternative
financially equivalent risk financing programs with respect to particular coverages and risks.
Any changes made to the insurance required by this Agreement will be made only with the
written approval of the Authority, which approval shall not be unreasonably withheld, delayed or
conditioned and shall be binding upon all other Insureds.

Section 15.5 Waiver of Subrogation. The Authority and Tenant hereby release each
other and their respective employees and agents, but only to the extent of losses coverable under
the property insurance coverages required to be maintained under this Agreement, from any and
all liability or responsibility to the other whatsoever, even if such loss shall be brought about by
the fault or negligence of the other party, for all claims by the Authority or Tenant, as the case
may be or by anyone claiming by, through or under it or them, by way of subrogation or
otherwise, for any loss or damage to property of the releasing party. Tenant shall cause all
policies of property insurance required to be carried by Tenant under this Agreement, and the
Authority shall cause all policies, if any, of property insurance carried by the Authority with
respect to the Stadium Premises and/or the Authority's property thereon, to be written to permit
the insured thereunder to grant the foregoing release and to waive the right of the insurer to be
subrogated to the rights of the insured with respect to any claim for property damage which the
Authority or Tenant, as the case may be, may have against the other. Tenant acknowledges that
since Tenant is required to maintain insurance as set forth in Sections 15.2 and 15.3, the
Authority does not separately maintain insurance with respect to the Stadium Premises and may
elect not to maintain such insurance in the future except as provided in Section 2.3.2.

Section 15.6 Indemnification. Tenant hereby agrees to and shall indemnify, defend
(using counsel selected by Tenant or its insurer and reasonably acceptable to the Authority), and
hold the Authority, the City, the County, the Chester RDA and its and their respective officers,
agents and employees harmless from and against any and all third-party suits, claims and actions,
and all damages, liabilities, losses, costs and expenses (including reasonable attorneys fees of
such counsel) in connection therewith, arising from or out of any occurrence in, upon or at the
Stadium Land and/or the Stadium Premises or any part thereof, except to the extent caused in
whole or in part by the negligence or willful misconduct of the Authority: (a) resulting in loss of
life, personal injury, or damage to property; (b) arising out of any work or act or omission, done
in, on, or about the Stadium Premises or any part thereof at the direction of Tenant, any Tenant
Affiliate or their respective agents, Contractor(s), employees, servants, licensees, or invitees, or
in connection with the construction, development, occupancy, use, non-use, possession,
condition, operation, maintenance or management by Tenant, any Tenant Affiliate or their
respective agents, Contractor(s), employees, servants, licensees, invitees and Concessionaires of
the Stadium Premises or any part thereof; (c) to the extent occasioned wholly or in part by any
negligence or other wrongful act or omission of Tenant, any Tenant Affiliate or their respective
agents, Contractor(s), employees, servants, licensees, invitees, or Concessionaires; or (d) to the
extent occasioned wholly or in part by any failure of Tenant to perform or comply, or cause its
agents, Contractor(s), employees, servants, licensees, invitees and Concessionaires to perform or
comply, with the covenants of Tenant contained in this Agreement, as applicable to them;
provided, however, that Tenant shall not be required to indemnify or hold harmless the Authority
or its respective agents, employees, or representatives against: (i) any liability expressly excluded

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from Tenant's obligations under this Agreement or (ii) any matter the Authority has expressly
agreed to defend under this Agreement.

Tenant hereby further agrees to and shall indemnify, defend (using counsel selected by
Tenant or its insurer and reasonably acceptable to the Authority), and hold the Authority, the
City, the County, the Chester RDA and its and their respective officers, agents and employees
harnlless from and against any and all third-party suits, claims and actions, and all damages,
liabilities, losses, costs and expenses (including reasonable attorneys fees of such counsel) in
connection therewith, arising from or out of Tenant's failure to comply with, or cause the
compliance with, any ternl or condition of any Pernlitted Encumbrance, including, but not
limited to the covenants and/or obligations of the "Donor" in the PECO Donation Agreement,
and "Buyer" in the DRPA Sale Agreement. The indemnifications set forth in this paragraph shall
survive the ternlination or expiration of this Agreement.

In case any person entitled to indemnification under this Section 15.6 shall be made a
party to any third-party litigation for which indemnification is required under this Section 15.6,
such person shall promptly notify Tenant thereof and Tenant shall undertake, at its expense, to
indemnify, defend (with counsel selected by Tenant or its insurer and reasonably acceptable to
the Authority) and hold harmless such person and shall pay all reasonable costs, damages,
liabilities and reasonable expenses incurred or paid by such person, in connection with such
litigation. Tenant shall have the sole authority to settle all claims for which it is obligated to
indemnify under this Agreement. Nothing in this Section 15.6 shall be deemed to diminish the
obligations of Authority under Section 7.4 of this Agreement and Stadium Use License
Agreements entered into pursuant thereto with respect to Authority Event Use.

Section 15.7 Release of Liability. Tenant agrees that the Authority, its successors,
assigns, agents, boards, employees and officers, shall not be liable to Tenant, its agents,
employees, officers, guests, invitees, Contractor(s), directors, shareholders and/or persons
claiming by, under or through Tenant, and Tenant on its own behalf and, to the extent it may
legally do so, on behalf of such parties, hereby releases the Authority from any suit, claim,
demand, cause of action and liability for personal injury, bodily injury, death, or property
damage arising in any way whatsoever with respect to the Stadium Premises; provided, however,
that Tenant shall not release the Authority for matters resulting from its gross negligence or
willful misconduct or from use by the Authority on Authority Event Days.

Section 15.8 Survival. The indemnification undertakings of this Article XV shall

survive the expiration or earlier termination of this Agreement to the extent they relate to matters
arising or occurring prior to such expiration or ternlination.

Section 15.9 Future Changes. If there are changes in the insurance industry that would
make any of the provisions of this Article XV impracticable or commercially unreasonable to
fulfill, the parties shall in good faith negotiate a reasonable amendment to this Agreement,
modifying such provisions.

Section 15.1 0 Release of ORPA. Without limiting any other releases and/or
indemnifications set forth herein and consistent with the DRPA Sale Agreement, Tenant hereby
releases DRPA, the Authority and the Chester RDA and their respective successors and assigns,

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of, from and with respect to any and all claims, liabilities, losses, expenses, damages, penalties,
judgments, liens and costs whatsoever (collectively, "Claims"), foreseen and unforeseen, at law
or in equity, in any way relating to the DRPA Property, or Tenant's or the DRPA Property's
operation, condition, character or quality, including, without limitation, (i) the environmental
condition of the DRPA Property, the disposal of any waste, or any release or threatened release
of a hazardous or other pollutant substance at, to or from the DRPA Property without regard to
the cost of any such matter; (ii) the state of title; (iii) the location, availability or condition of
utilities; (iv) the capacity and/or suitability of the DRPA Property for any future use; and (v) the
compliance status of the DRPA Property respecting any applicable law, including, without
limitation, any orders or directives of any agency or instrumentality of any governmental
authority, except for violations of laws applicable to DRPA, excluding Claims caused by the
criminal conduct of DRPA and Claims relating to any breach of representation expressly set
forth in this Agreement. Tenant agrees its obligations set forth in this Section 15.1 0 shall survive
termination or expiration of this Agreement.

ARTICLE XVI
ENVIRONMENTAL COMPLIANCE

Section 16.1 Tenant Obligations. Tenant shall not use, generate, manufacture, store, or
dispose of on, under or about the Stadium Premises or transport to or from the Stadium Premises
any Hazardous Substances or permit or allow any of the foregoing to occur, except in
compliance with applicable Environmental Laws or the terms and conditions of any
environmental permit issued pursuant thereto.

Section 16.2 Indemnity.

16.2.1 Tenant shall (solely to the extent such claims were not caused by
Authority), indemnify, defend (using counsel selected by Tenant or its insurer and reasonably
acceptable to the Authority) and hold the Authority, the City, the County and the Chester RDA
and their officers, agents and employees, harmless from and against any and all third-party suits,
claims and actions, and all damages, liabilities, losses, costs and expenses (including but not
limited to reasonable attorneys fees of such counsel) in connection therewith (collectively,
"claims"), directly or indirectly arising out of or attributable to Tenant's use, generation, storage,
release, threatened release, discharge or disposal, of Hazardous Substances in violation of any
applicable Environmental Law on, under or about the Stadium Premises or from the Stadium
Premises caused by Tenant.

Tenant and Authority acknowledge that the Former PECO Lot and the Barry Bridge Park
Lot were the subject of demonstration of attainment with a remediation standard pursuant to Act
2 and that the approved remedy for the Former PECO Lot and the Barry Bridge Park Lot, among
other things, allows for the continued presence of certain Hazardous Substances, which remain
encapsulated and are subject to a recorded deed restriction with respect to the disturbance of the
encapsulated Hazardous Substances. With respect to the Former PECO Lot and Barry Bridge
Park Lot, Tenant shall comply with all applicable deed and/or use restrictions as set forth in the
approval of the Final Reports for each issued by the Pennsylvania Department of Environmental

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Protection, dated December 17, 1998 and July 15, 2005, respectively ("Approval Letters"), and
shall take no act in contravention of the terms of said Approval Letters. Tenant acknowledges
that such use restrictions will be reflected in environmental covenants to be prepared and
recorded pursuant to the Uniform Environmental Covenants Act, 27 Pa.C.S. Sections 6501 -
6517, following approval of such covenants by the Pennsylvania Department of Environmental
Protection and shall comply with such covenants once they are recorded. Further, Tenant shall
indemnify, defend (using counsel selected by Tenant or its insurer and reasonably acceptable to
the Authority, the City, the County and the Chester RDA) and hold the Authority, the City, the
County and the Chester RDA and their respective officers, agents and employees harmless from
and against any and all third-party suits, claims and actions, and all damages, liabilities, losses,
costs and expenses (including but not limited to reasonable attorneys fees of such counsel) in
connection therewith (collectively, "claims"), directly or indirectly arising out of or attributable
to Tenant's use, generation, storage, release, threatened release, discharge or disposal of
Hazardous Substances in violation of any applicable Environmental Law from, on, under or
about the Former PECO Lot and Barry Bridge Park Lot caused by Tenant or its agents or
employees, or otherwise attributable to any act or omission that is violative of the terms of the
Approval Letters to the extent such claims were not caused by Authority or its agents,
employees, contractors or invitees. The provisions of this paragraph 16.2.2 shall survive the
termination or expiration of this Agreement.

Section 16.3 Remediation. Unless Tenant elects to terminate the Agreement prior to
the Secondary Term, and in the event that Hazardous Substances, other than those identified in
the Final Reports described in paragraph 16.2.2, are detected on, beneath and/or emanating from
the Stadium Premises, Tenant shall, at its sole cost and expense, take all necessary remedial
action(s) to demonstrate that it has attained a non-residential remediation standard for each such
Hazardous Substance (pursuant to Act 2), and/or has otherwise complied with any requirement
of any Government Authority to remediate said Hazardous Substance(s), provided that Tenant's
remediation must allow for the continued use of the Stadium Premises as otherwise set forth in
this Agreement. In all such events, Tenant shall continue performing such remediation and shall
take such actions as are necessary to obtain the approval of the Pennsylvania Department of
Environmental Protection of a Final Report (pursuant to Act 2) or a "no further action letter"
from a Government Authority to the reasonable satisfaction of the Authority stating that Tenant
has completed its obligations with respect to the remediation, and that the Government Authority
otherwise has determined no further remediation is required. Notwithstanding the foregoing,
Tenant shall have no obligation to the Authority with respect to violations of Environmental
Law, including the presence of Hazardous Substances on the Stadium Premises in violation of
Environmental Law caused by the acts of the Authority and its agents, employees, Contractor(s)
and invitees, occurring, with respect to each portion of the Stadium Premises, after the demise of
such portion of the Stadium Premises to Tenant.

ARTICLE XVII
REPRESENTATIONS, WARRANTIES AND SPECIAL COVENANTS

Section 17.1 Representations, Warranties and Special Covenants of Tenant. Tenant

represents and warrants to the Authority as follows, as of the date hereof and again as of the
Preliminary Term Commencement Date:

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 17.1.1 Valid Existence. Tenant is a limited liability company duly organized and
validly subsisting under the laws of Delaware, and has all requisite entity power and authority to
own its property, conduct its business as presently conducted and to execute, deliver and perform
its obligations under this Agreement.

17.1.2 Power: No Limitation on Ability to Perform. Tenant has full limited

liability company power and authority to execute and deliver this Agreement and to carry out
and perform all of the terms and provisions of this Agreement, and all transactions contemplated
hereby, to the extent required to be carried out or performed by Tenant. Subject to obtaining
MLS approval (which approval is conclusively evidenced by the signature of MLS on the
signature page of this Agreement, it being acknowledged that MLS shall have no liability or
obligations under this Agreement unless MLS exercises the MLS Step-In Right) neither Tenant's
Limited Liability Company Agreement (or other organizational documents) nor any MLS Rule,
nor any Applicable Law, in any way prohibits the right or power of Tenant to enter into and
perform all of the terms and provisions of this Agreement, and each document, agreement and
instrument executed and to be executed by Tenant in connection with this Agreement, and all
transactions contemplated hereby and thereby. Neither Tenant nor any of its members are party
to or bound by any contract, agreement, indenture, trust agreement, note, obligation or other
instrument or Applicable Law which would prohibit execution and delivery of this Agreement by
Tenant or prevent Tenant from performing all of its obligations under this Agreement. Except as
contemplated by this Agreement and except for existing agreements that will no longer be in
effect as of the date performance by Tenant is required under this Agreement, no consent,
authorization or approval of, or other action by and no notice to or fling with, any Governmental
Authority, regulatory body or any other Person is required for the due execution, delivery and
performance by Tenant of this Agreement, or any other agreement, document or instrument
executed and delivered by Tenant or any of the transactions contemplated by this Agreement;

17.1.3 Intentionally Omitted.

17.1.4 Valid Execution. The execution and delivery of this Agreement by Tenant
has been duly and validly authorized by all necessary limited liability company action. This
Agreement and all other agreements, documents and instruments executed and delivered by
Tenant in connection herewith are, and each other agreement, document or instrument to be
executed and delivered by Tenant in connection herewith, when executed and delivered will be,
the legal, valid and binding obligations of Tenant, enforceable against Tenant in accordance with
their respective terms;

17.1.5 Litigation. No action, suit or proceeding is pending or, to the knowledge

of Tenant or Tenant Affiliate, threatened against or affecting Tenant or Tenant Affiliate, except
actions, suits and proceedings which, if adversely determined, would not materially impair the
ability of Tenant or Tenant Affiliate perform their obligations under this Agreement, the PILOT
Agreement, the County Grant Agreement or any of the Underlying Agreements.

17.1.6 Defaults. The execution, delivery and performance of this Agreement by

Tenant and each agreement, document and instrument executed and to be executed and delivered
by Tenant in connection herewith (i) do not and will not violate or result in the violation by
Tenant of, contravene or conflict with Tenant's obligations under, or constitute a default by

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Tenant under (A) any agreement, document, instrument or obligation to which Tenant is a party
or by which Tenant's assets may be bound or affected that will be in effect as of the date
perfonnance by Tenant is required and subject to any Approvals contemplated by this
Agreement, (B) except as contemplated by this Agreement, any Applicable Law, (C) Tenant's
Limited Liability Company Agreement (or other organizational documents) or (D) MLS Rules,
and (ii) except as contemplated by this Agreement, do not and will not result in the creation or
imposition of any lien or other encumbrance upon the Stadium Premises;

Section 17.2 Representations, Warranties and Special Covenants of the Authority_ The
Authority represents and warrants to Tenant as follows, as of the date hereof and again as of the
Preliminary Commencement Date:

17.2.1 Valid Existence. The Authority is a body corporate and politic duly
organized and validly existing under the laws of the Commonwealth of Pennsylvania is validly
subsisting under the laws of the Commonwealth of Pennsylvania, and has all requisite corporate
power and authority to own its property, conduct its business as presently conducted and to
execute and deliver this Agreement and perfonn its obligations under this Agreement. The
Authority's current tenn of existence expires on July 3,2058;

17.2.2 Power; No Limitation on Ability to Perfonn. The Authority has full

corporate power and authority to execute and deliver this Agreement and to carry out and
perfonn all of the tenns and provisions of this Agreement, and all transactions contemplated
hereby, to the extent required to be carried out or perfonned by the Authority. Neither the
Authority's goveming documents, nor any Applicable Law in any way prohibits the right or
power of the Authority to enter into and perfonn all of the tenns and provisions of this
Agreement, and each document, agreement and instrument executed and to be executed by the
Authority in connection with this Agreement, and all transactions contemplated hereby and
thereby. Neither the Authority nor any of its members, officers or directors are party to or bound
by any contract, agreement, indenture, trust agreement, note, obligation or other instrument or
Applicable Law which would prohibit this Agreement or prevent the Authority from perfonning
all of its obligations under this Agreement. Except as contemplated by this Agreement, and
except for agreements that will not be in effect as of the date perfonnance by the Authority is
required under this Agreement, no consent, authorization or approval of, or other action by, and
no notice to or filing with, any Govemmental Authority, regulatory body or any other Person is
required for the due execution, delivery and perfonnance by the Authority of this Agreement, or
any other agreement, document or instrument executed and delivered by the Authority or any of
the transactions contemplated hereby;

17.2.3 Valid Execution. The execution and delivery of this Agreement by

Authority has been duly and validly authorized by all necessary corporate action. This
Agreement and all other agreements, documents and instruments executed and delivered by
Authority in connection herewith are, and each other agreement, document or instrument to be
executed and delivered by Authority in connection herewith, when executed and delivered will
be, the legal, valid and binding obligations of Authority, enforceable against Authority in
accordance with their respective tenns; and

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 17.2.4 Compliance With Applicable Laws. Authority is in compliance with all
Applicable Laws applicable to Authority's conduct and operations.

17.2.5 Conflict. The execution, delivery and performance of this Agreement and
each agreement, document and instrument executed and to be executed and delivered by the
Authority in connection herewith (i) do not and will not violate or result in the violation of,
contravene or conflict with, or constitute a default under (A) any agreement, document,
instrument or obligation to which the Authority is a party or by which the Authority's assets may
be bound or affected that will be in effect as of the date performance by the Authority is required
and subject to any Approvals contemplated by this Agreement, (B) except as contemplated by
this Agreement, any Applicable Law, or (C) the Authority's organizational documents, and (ii)
except as contemplated by this Agreement, do not and will not result in the creation or
imposition of any lien or other encumbrance upon the assets of the Authority;

ARTICLE XVIII
DEFAULTS AND REMEDIES

Section 18.1 Defaults. Each of the following shall constitute a default by Tenant
hereunder (unless and then only to the extent and during the time that Tenant's performance has
been excused or extended by a Force Majeure Event as described in Section 23.1 of this
Agreement) :

18.1.1 Any breach, violation or failure to comply with the provISIOns of

Section 7.6 of this Agreement and/or an Event of Default by Tenant or any Affiliate of Tenant
under the Non-Relocation Agreement;

18.1.2 Any failure by Tenant or any Affiliate of Tenant, as applicable, to pay

when due Rent, any payment by Tenant or any AffIliate of Tenant due under the PILOT
Agreement, any Supplemental Payment or any payment by Tenant or any Affiliate of Tenant due
under the County Grant Agreement;

18.1.3 Any Act of Bankruptcy by Tenant; or

18.1.4 Any failure by Tenant to observe or perform in any material respect any of
its other material obligations or covenants contained in this Agreement.

Section 18.2 Notice of Default by Tenant.

18.2.1 Notice Required. Upon the occurrence of a default by Tenant under any
provision of this Agreement, (except for a breach pursuant to Section 18.1.3 hereof, for which no
notice shall be required) the Authority shall provide written notice thereof to Tenant who shall
proceed promptly to cure or remedy such default within thirty (30) days after receipt of such
notice. Such a default will constitute an "Event of Default" by Tenant hereunder if Tenant fails
to remedy the default within such period, or such longer period as may be necessary to cure the
default, provided that Tenant commences to cure the same within the aforesaid thirty (30)-day
period and diligently proceeds to cure the default.

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 Section 18.3 Remedies of Authority Upon Tenant Default.

18.3.1 Defaults Under Sections 18.1.1. Upon the occurrence during the
continuance of an Event of Default by Tenant described in Section 18.1.1 of this Agreement, the
Authority shall have the following rights and remedies:

18.3.1.1 To institute any and all proceedings permitted by law or equity

including, but not limited to, an action to enjoin a violation of Section 7.6 of this Agreement
and/or the Non-Relocation Agreement, by Tenant or to compel specific performance of
Section 7.6 of this Agreement and/or the Non-Relocation Agreement by Tenant

18.3.1.2 In the event that a court of competent jurisdiction has issued a

final and unappealable order holding that an Event of Default by Tenant with respect to Section
7.6 of this Agreement and/or the Non-Relocation Agreement has occurred but has refused to
issue an enforceable injunction or to compel specific performance (other than as a result of
Tenant's cure of such Event of Default):

18.3.1.2.1 To terminate this Agreement on the date specified

in a notice from the Authority and upon the date so specified, this Agreement and the Term and
all rights of Tenant under this Agreement shall expire and terminate, without the necessity of re-
entry or any other act on the Authority'S behalf. Without in any way limiting the foregoing, in
the event that the Authority terminates this Agreement and thereby Tenant's right of possession,
such termination of possession shall not release Tenant from Tenant's obligation to pay Rent
hereunder for the Term. The Authority shall have the right, from time to time, to recover from
Tenant, and Tenant shall remain liable for, all Rent which has accrued and all Rent thereafter
accruing as it becomes due under this Agreement to the end of the Term. In the event of any
such termination, all unpaid Rent shall become immediately due and payable. It is hereby
understood and agreed that the Authority may exercise any of its remedies hereunder with or
without exercise of its right to terminate hereunder and, accordingly, no action on the part of the
Authority shall be deemed or construed to be a termination of this Agreement unless expressly
stated by the Authority to be such a termination in a writing sent in accordance with the notice
provisions of this Agreement.

18.3.2 Defaults under Section 18.1.2, 18.1.3 or 18.1.4. Upon the occurrence and
during the continuance of an Event of Default by Tenant described in Sections 18.1.2, 18.1.3 and
18.1.4, Authority shall have the right to exercise any remedies available at law or in equity.

Section 18.4 Defaults by Authority. Each of the following shall constitute a default by
the Authority hereunder.

18.4.1 Any failure by Authority to pay when due any amount, charge, fee or sum
required to be paid by Authority under this Agreement;

18.4.2 An Act of Bankruptcy by the Authority; or

18.4.3 Any liens, charges or encumbrances are created or granted by the

Authority which materially interfere with Tenant's Permitted Use or impose any cost or charge
upon the Tenant; or

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 18.4.4 Any failure by Authority to observe or perform in any material respect any
of the terms, covenants, agreements, provisions, conditions or limitations contained in this
Agreement.

Section 18.5 Notice of Default. Any default under Section 18.4.2 shall immediately be
and constitute an "Event of Default" by the Authority hereunder without notice or other action
by Tenant. Upon the occurrence of a default by the Authority under any other provision of this
Agreement, Tenant shall provide written notice thereof to the Authority who shall proceed
promptly to cure or remedy such default within sixty (60) days after receipt of such notice. Such
a default will constitute an "Event of Default" by the Authority hereunder if the Authority fails to
remedy the default within such period, or, with respect to the Authority's nonmonetary
obligations hereunder, within such longer period as may be necessary to cure the default,
provided that the Authority commences to cure the same within the aforesaid sixty (60) day
period and diligently proceeds to cure the default.

Section 18.6 Remedies of Tenant. Upon the occurrence and during the continuance of
an Event of Default by the Authority described in Section 18.4 of this Agreement (subject to the
provisions of Section 18.5 of this Agreement), Tenant shall have the following rights and
remedies:

18.6.1 To institute any and all proceedings permitted by law to recover all unpaid
sums and amounts then due and payable by the Authority under this Agreement, and any and all
amounts necessary to compensate Tenant for all the damage proximately caused by the
Authority's failure to perform the Authority's obligations under this Agreement;

18.6.2 To institute any and all proceedings in equity to compel specific

performance with respect to Authority's obligations under this Agreement and one or more
actions to seek and obtain a temporary restraining order, together with such other temporary,
preliminary and permanent injunctive or other equitable relief, from any court of competent
jurisdiction capable of issuing or granting such relief, to compel the Authority to comply with or
refrain or cease from breaching or violating the terms, covenants and conditions of this
Agreement;

18.6.3 To exercise any and all remedies available at law and in equity, including
termination (subject to the terms of Article XII respecting Leasehold Mortgagees).

Section 18.7 Curing Authority's Defaults. Notwithstanding anything contained herein

to the contrary, Tenant may (but shall not be obligated to), in addition to any other rights it may
have pursuant to this Agreement cure such Event of Default on behalf of the Authority and the
Authority shall reimburse Tenant upon demand for any sums paid or costs incurred by Tenant in
curing such Event of Default, including Interest thereon, reasonable attorneys' fees and other
legal expenses.

Section 18.8 No Waiver. No failure or delay by the Authority or by Tenant to insist

upon the strict performance of any term, covenant, agreement, provision, condition or limitation
of this Agreement or to exercise any right or remedy consequent upon a breach thereof, and no
acceptance by the Authority of full or partial Rent or any other payment due under this

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Agreement during the continuance of any such breach (with or without knowledge of the
breach), and no acceptance by Tenant of any payment due under this Agreement during the
continuance of any such breach (with or without knowledge of the breach), shall constitute or be
construed to constitute a waiver of any such breach or of such tenn, covenant, agreement,
provision, condition or limitation. No tenn, covenant, agreement, provision, condition or
limitation of this Agreement to be kept, observed, or perfonned by Tenant or by the Authority,
and no breach thereof, shall be waived, altered or modified except by a written instrument
executed by the party to be bound. Any waiver of any breach shall be limited to the breach so
waived, and shall not affect or alter this Agreement, and each and every tenn, covenant,
agreement, provision, condition and limitation of this Agreement shall continue in full force and
effect with respect to any other then existing or subsequent breach thereof.

Section 18.9 MLS "Step-In Right".

18.9.1 It is acknowledged and agreed by all parties to this Agreement that (a)
Tenant Affiliate's right to operate the Team is subject to the tenns and conditions of a
confidential Expansion Agreement and Operating Agreement with MLS, and (b) if the
Expansion Agreement or Operating Agreement is (or the rights to operate the Team granted to
Tenant Affiliate under the Expansion Agreement or Operating Agreement are) tenninated for
any reason, then MLS shall have the option (but not the obligation) to invoke its MLS Step-In
Right pursuant to Section 18.9.2. Unless MLS invokes its MLS Step-In Right, no party to or
beneficiary of this Agreement shall have any right of recourse to or against MLS, Soccer United
Marketing, LLC or any of their respective officers directors, members, agents, representatives or
employees, which claims are hereby irrevocably waived and released, provided that (i) the
foregoing shall not limit the liability of Tenant, Pennsylvania Professional Soccer LLC or
Keystone Sports and Entertainment, LLC hereunder notwithstanding that one or more of them
may be members of or have other connections to MLS or Soccer United Marketing, LLC and (ii)
the foregoing shall not limit any liability of MLS under that certain Estoppel Agreement dated
the date hereof made by MLS in favor of the Authority, the City and the County with respect to
any misrepresentation thereunder by MLS.

18.9.2 Notwithstanding anything to the contrary in this Agreement, (i) following

the occurrence and during the continuance of an Event of a Default by Tenant, or (ii) under the
circumstances described in Section 18.9.1 above, then, prior to the exercise of any tennination
rights by any party, MLS shall have the right (but not the obligation) to assume, or to designate a
person or entity (provided such person or entity (x) is approved by the Authority pursuant to
Section 9.1 or (y) satisfies the requirements of Section 9.2.5.7) who shall assume the benefits and
obligations of the Tenant pursuant to this Agreement, the PILOT Agreement and the Non-
Relocation Agreement by providing written notice to the Authority, any Leasehold Mortgagee,
and Tenant not later than the expiration of the MLS cure period provided in subsection 12.2.1
(the "MLS Step-In Right"). For avoidance of doubt, the parties confinn and agree that the rights
of MLS under this Section 18.9.2 shall not impair, limit or restrict the rights of any Leasehold
Mortgagee hereunder, nor extend the time period for any foreclosure under a Leasehold
Mortgage, except for (i) the forbearance provided in Section 12.2.1 during the MLS cure period
provided therein (ii) the effect of any cure of all defaults under such Leasehold Mortgage which
may occur within the MLS cure period provided in Section 12.2.1 and (iii) the effect of any
separate agreement between Leasehold Mortgagee and MLS.

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 ARTICLE XIX
NOTICES

All notices, demands, requests, consents, certificates, waivers or other wntmgs or

communications with respect to approvals, this Agreement or the Stadium Premises shall be in
writing and shall be effective if sent by certified or registered United States mail, postage
prepaid, return receipt requested, or by overnight courier, or same day delivery service or by
facsimile with written confirmation served in any other manner for providing notice herein as
follows:

if to the Authority, addressed as follows:

Patrick Killian, Executive Director
Delaware County Chester Waterfront Industrial Development Authority
200 East State Street
Suite 205
Media, PA 19063

with a copy to:

Michael F.X. Gillin, Esquire
Michael F.X. Gillin & Associates, P.c.
230 N. Monroe Street
P.O. Box 2037
Media, PA 19063

if to Tenant, addressed as follows:

Nick Sakiewicz
CEO & Operating Partner
Keystone Sports and Entertainment, LLC
2501 Seaport Drive
Chester, PA 19013

and

with a copy to, or if to MLS addressed as follows:

Mark Abbott
President
Major League Soccer, L.L.C.
420 Fifth Avenue
7 Floor

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 New York, NY 10018

or to such other address as the party to receive notice may from time to time designate by written
notice to the other in the manner above described. Notices shall be deemed to have been given
or served on the second business day after mailing in the manner set forth herein, on the first
business day if an overnight courier service is used and on the same day if same day delivery
service is used.

ARTICLE XX
COVENANTS AGAINST DISCRIMINATION

Section 20.1 Nondiscrimination. In its performance of this Agreement, Tenant shall not
discriminate or permit discrimination against any person because of race, color, religion, national
origin, age, sexual preference/orientation or sex.

20.1.1 Tenant agrees to include and require to be included the immediately

preceding paragraph, with appropriate adjustment for the identity of the parties, in all contracts
and subcontracts which are entered into for work to be performed on behalf of Tenant pursuant
to this Agreement.

Section 20.2 Economic Opportunity Plan.

20.2.1 Tenant has submitted to the Authority the Economic Opportunity Plan
setting forth Tenant's goals with respect to the participation of Minority Owned Disadvantaged
Business Enterprises, Female Owned Disadvantaged Business Enterprises and Disabled Owned
Disadvantaged Business Enterprises in the construction and operation of the Stadium Premises
and with respect to the employment of disadvantaged minority and female persons.

20.2.2 Tenant agrees to use its good faith, non-discriminatory efforts as described
in and in accordance with the Plan.

Section 20.3 Nondiscrimination Clause. During the Term of this lease, Tenant agrees,
as to itself and as to each occupant of the Stadium Premises controlling, controlled by or under
common control with Tenant (for purposes of this Section 20.3 only, each, a "Contractor") as
follows:

20.3.1 In the hiring of any employee(s) for the manufacture of supplies,

performance of work or any other activity required under the contract or any subcontract, the
Contractor, subcontractor, or any person acting on behalf of the Contractor or subcontractor shall
not, by reason of gender, race, creed, or color, discriminate against any citizen of the
Commonwealth of Pennsylvania (the "Commonwealth") who is qualified and available to
perform the work to which the employment relates.

20.3.2 Neither the Contractor nor any subcontractor nor any person on their
behalf shall in any manner discriminate against or intimidate any employee involved in the
manufacture of supplies, the performance of work, or any other activity required under the
contract on account of gender, race, creed, or color.

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 20.3.3 Contractors or subcontractors shall establish and maintain a written sexual
harassment policy and shall inform their employees of the practice. The policy must contain a
notice that sexual harassment will not be tolerated and employees who practice it will be
disciplined.

20.3.4 Contractors shall not discriminate by reason of gender, race, creed, or

color against any subcontractor or supplier who is qualified to perform the work to which the
contract relates.

20.3.5 The Contractor and each subcontractor shall furnish all necessary
employment documents and records to and permit access to their books, records, and accounts by
the contracting agency and the Bureau of Contract Administration and Business Development,
for purposes of investigation, to ascertain compliance with provisions of this
Nondiscrimination/Sexual Harassment Clause. If the Contractor or any subcontractor does not
possess documents or records reflecting the necessary information requested, the Contractor or
subcontractor shall furnish such information on reporting forms supplied by the contracting
agency or the Bureau of Contract Administration and Business Development.

20.3.6 The Contractor shall include the provisions of this

Nondiscrimination/Sexual Harassment Clause in every subcontract so that such provisions will
be binding upon each subcontractor.

20.3.7 Contractor obligations under this clause are limited to Contractor's

facilities within Pennsylvania or, where the contract is for purchase of goods manufactured
outside of Pennsylvania, the facilities at which such goods are actually produced.

ARTICLE XXI
SPECIAL COMMONWEALTH PROVISIONS

Section 21.1 Redevelopment Assistance Grant. This project is being funded in part
through the Commonwealth Grant. Accordingly, Tenant agrees to comply with and to the extent
applicable to cause the Tenant Affiliate to comply with the requirements of the Commonwealth
Grant Agreement.

ARTICLE XXII
YOUTH PROGRAMS; EMPLOYMENT OPPORTUNITIES

Section 22.1 Youth Programs. Tenant agrees to work with the Authority and County
and cause the Tenant Affiliate to establish, promote and staff youth athletic programs at the
Stadium Site.

Section 22.2 Employment Opportunities. Tenant agrees to take affirmative steps, and
to cause the Tenant Affiliate to take affirmative steps: (1) to promote the employment of
residents of the City and County at the Stadium Premises and (2) to afford local businesses in the
City and County an opportunity to compete for construction work and for supplying goods and
services in connection with the construction of the Stadium Facility.

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 ARTICLE XXIII
MISCELLANEOUS

Section 23.1 Force Majeure Event(s). If a Force Majeure Event prohibits, prevents or
delays either the Authority or Tenant, as the case may be, whether directly or indirectly, from
performing any of its obligations under this Agreement, then the Authority or Tenant, as the case
may be, shall be excused from such performance to the extent made necessary by the Force
Majeure Event.

23.1.1 The Authority shall continue to comply with the Authority Contractual
Financial Obligations.

23.1.2 During such period of prevention, prohibition or delay, the Authority and
Tenant, as the case may be, shall at all times act diligently and in good faith to bring about the
termination or removal of the Force Majeure Event as promptly as reasonably possible if such
termination or removal is within its control.

23.1.3 The absence of a reference to the term "Force Majeure" in any provision
of this Agreement shall not be considered in interpreting whether such provision may be subject
to a Force Majeure Event

Section 23.2 Quiet Enjoyment. Tenant shall have and enjoy quiet possession of the
Stadium Premises without hindrance or molestation by or from the Authority, subject to the
terms and conditions of this Agreement.

Section 23.3 Authority's Entry on the Premises. The Authority or persons authorized
by the Authority shall have the right, upon reasonable prior notice to Tenant, to enter on the
Stadium Premises from time to time at reasonable hours for inspection or to perform its
obligations under this Agreement. In exercising its rights under this Section 23.3 the Authority
shall use reasonable efforts to minimize interference with Tenant's use of the Stadium Premises
(and to provide advance notice to Tenant of entity). Nothing in this Agreement shall create or be
construed by implication to impose any duty upon Authority to make any repairs or perform any
work.

Section 23.4 No Personal Liability; Waiver of Consequential Damages. All costs,

obligations and liabilities under this Agreement on the part of the Authority or Tenant are the
sole responsibility of the respective entity, and no partner, stockholder, member, director,
manager, officer, official, employee or agent of any party to this Agreement shall be personally
or individually liable for any costs, obligations or liabilities of such party under this Agreement.
Authority and Tenant each waive the right to pursue consequential, punitive, incidental or special
damages.

Section 23.5 Successors and Assigns. The terms, covenants and conditions contained
in this Agreement shall extend to and be binding upon the parties hereto and their respective
heirs, personal representatives, successors and, without limiting the provisions of Article IX of
this Agreement, assigns.

Section 23.6 Third Party Rights.

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 23.6.1.1 Third Party Beneficiary Rights. MLS is a third-party beneficiary
of this Agreement. As a third party beneficiary of this Agreement, MLS shall have the right (but
not the obligation) to cure any defaults of Tenant, at Tenant's sole cost, and the right to enforce
the terms of this Agreement as against Authority. Further, Authority acknowledges that as
between Tenant and MLS, Tenant is solely responsible for the performance of all obligations of
Tenant to Authority under this Agreement. Accordingly, Authority hereby waives and releases
any and all claims it may have against MLS arising from or relating to the performance or non-
performance of any obligations of Tenant under this Agreement (but the foregoing waiver shall
not apply to, and MLS (or alternatively, any person or entity designated by MLS provided such
person or entity is approved by the Authority pursuant to Section 9.1 or satisfies the requirements
of Section 9.2.5.7) shall be liable for the observance and performance of all covenants and
obligations of Tenant hereunder, commencing upon the exercise by MLS of the MLS Step-In
Rights pursuant to Section 18.9). Furthermore, the City, the County and the Chester RDA are
each third-party beneficiaries of this Agreement, but only the Authority shall have the right to
grant or withhold approval called for by the Authority hereunder and only the Authority may
declare a default by Tenant, exercise any remedy against Tenant and settle any dispute with
Tenant.

23.6.2 No Third Party Rights. Except as expressly provided above in this

Section 23.6, nothing in this Agreement or by virtue of the transactions contemplated hereby
shall be construed to constitute, create or confer rights, remedies or claims in or upon any Person
(as third party beneficiary or otherwise) not a party hereto, or to create obligations or
responsibilities of the parties to such Persons, or to permit any Person other than the parties
hereto and their respective successors and assigns to rely upon or enforce the covenants,
conditions and agreements contained herein.

Section 23.7 Office Sublease; Reservation of Easement.

23.7.1 Tenant, as sublandlord and the Authority, as subtenant shall enter into a sublease
in which the Authority shall sublease from Tenant approximately 1,000 square feet of space for
office use in an area designated by the Authority. The sublease shall be for a base rent of $10
per year and shall be a net lease in which Tenant shall be responsible for all costs of operations.

23.7.2 The Authority, for itself and the City reserves an easement of access to waterfront
development on the property shown on the Final Plans which may be used at such times as the
Stadium Premises are not in use and shall be subject to rules and regulations to be established by
Tenant.

Section 23.8 Tenant Is An Independent Contractor. Tenant is an independent

contractor and is neither the servant, agent, employee, partner nor joint venturer of the Authority,
nor does any relationship exist between the Authority and Tenant other than that of "landlord"
and "tenant."

Section 23.9 Recording. Promptly hereafter, a memorandum of this Agreement in form

and content mutually satisfactory to Tenant and the Authority, and any modifications thereof or
additions thereto, shall be duly executed by Tenant and the Authority and shall be duly recorded

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by Tenant among the applicable land records and the costs of such recordation shall be borne by
Tenant.

Section 23.10 Expiration of Authority. In the event that during the Term of this
Agreement, the existence of the Authority is not renewed or extended pursuant to Applicable
Law or the Authority otherwise ceases to exist, and a successor to the Authority with at least the
same rights, obligations and sources of funding as the Authority hereunder is not established, all
rights and obligations of the Authority under this Agreement shall automatically vest in the
County without any further action by the parties hereto and the County shall be bound by all of
the terms and conditions applicable to the Authority under this Agreement.

Section 23.11 Non-Waiver of Limitations on Liability. Nothing in this Agreement is

intended to or shall be construed as a waiver release, limitation or amendment by the Authority
or the City or the County of any defense, immunity or limitation of liability, which the City or
the County or the Authority, or its or their respective officials, members, officers, agents,
employees or representatives may have under applicable legal doctrine or Applicable Laws,
including, but not limited to, title 42, Chapter 85 of the Pennsylvania Consolidated Statutes
Annotated.

Section 23.12 Indemnifications of the Authority. Notwithstanding anything to the

contrary in this Agreement, Tenant shall not be required to indemnify or save harmless the
Authority (but shall continue to be obligated as set forth in this Agreement to defend the
Authority) as to any matter as to which the Authority is immune under Applicable Law or
applicable legal doctrine, or as to any matter in an amount in excess of any limitation of the
Authority's liability as to such matter as established by applicable law or applicable legal
doctrine. The Authority shall cooperate with Tenant in an effort to establish any such immunity
or limitation of liability.

Section 23.13 Non-Merger. There shall be no merger of this Agreement nor of the
leasehold estate created by this Agreement with fee title to the Stadium Premises or any part
thereof by reason of the fact that the same person may own or acquire or hold, directly or
indirectly, (a) this Agreement or the leasehold estate created by this Agreement or any interest in
this Agreement or in any such leasehold estate, and (b) fee title to the Stadium Premises or any
part thereof or any interest in such fee title, and no such merger shall occur unless and until the
Authority and Tenant shall join in a written instrument effecting such merger and shall duly
record the same.

Section 23.14 Severability. Notwithstanding anything to the contrary set forth in this
Agreement, if any term or covenant of this Agreement (other than those terms and covenants
relating to Tenant's obligations pursuant to Section 6.13 and Section 7.6 of this Agreement and
the Authority's obligations with respect to the Authority Stadium Facility Contribution, the
funding of the Commonwealth Grant, the funding of the Additional Funding as set forth in this
Agreement and, subject to the next sentence, (collectively, the "Non-Severable Provisions")) or
the application thereof to any Person or circumstances shall, to any extent, be held invalid or
unenforceable, the remaining terms and covenants of this Agreement, or the application of such
term or covenant to Persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and covenant of this Agreement shall

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be valid and enforceable to the fullest extent pennitted by Applicable Law. If any of the Non-
Severable Provisions is held invalid or unenforceable, Tenant (in the case of the Non-Severable
Provisions other than Section 7.6 or 6.13 of this Agreement) or the Authority (in the case of
Section 7.6 or 6.13 of this Agreement) shall (subject to Article XII respecting Leasehold
Mortgagees) have the right to tenninate this Agreement but, for avoidance of doubt, no such
tennination shall change the provisions of this Agreement regarding survival and every covenant
or obligation of this Agreement which is intended to survive the tennination of this Agreement
will survive any tennination pursuant to this Section 23.14.

Section 23.15 Integration: No Modification. This Agreement including all Exhibits

hereto contains all the promises, agreements, conditions, inducements and understandings
between and among the Authority and Tenant relating to the Stadium Premises, and there are no
promises, agreements, conditions, understandings, inducements, warranties or representations,
oral or written, express or implied, between or among them with respect to the Stadium Premises
other than as set forth herein. This writing is intended by the parties as a final expression of their
agreement and as a complete and exclusive statement of the tenns thereof, all negotiations,
considerations and representations between the parties having been incorporated herein. No
prior agreement, course of dealing or custom between the parties or their officers, employees,
agents or Affiliates shall be relevant or admissible to supplement, explain, vary or detennine the
meaning of any of the tenns of this Agreement No representations, understandings, or
agreements have been made or relied upon in the making of this Agreement other than those
specifically set forth herein. This Agreement can be modified only by a writing signed by the
party against whom the modification is enforceable.

Section 23.16 Headings: Singular and Plural: Gender. The Table of Contents and the
titles of the Articles and Sections are for convenience only, are not a part of this Agreement, and
do not in any way define, limit, describe or modify the scope, intent or tenns of this Agreement.
Any reference herein to an Article or Section shall be deemed to refer to the applicable Article or
Section of this Agreement unless otherwise expressly stated herein. Any reference to an Exhibit
shall be deemed to refer to the applicable Exhibit attached hereto, all such Exhibits being
incorporated in and made a part of this Agreement. Wherever the context in which they are used
so requires, words in the singular shall include the plural, and vice versa, and words in the
masculine shall include the feminine and the neuter, and vice versa.

Section 23.17 Signatures and Execution of Agreement. This Agreement is binding and
effective only if it is fully executed by both parties. Each party shall have the right to withhold
its execution of this Agreement in its sole discretion and no act, omission, course of conduct or
other writing by a party other than its signature on this Agreement shall be construed to
constitute the execution of this Agreement.

Section 23.18 Brokers. Tenant and the Authority each represents and warrants that it has
incurred no liabilities or claims for broker's commissions or finder's fees in connection with the
negotiation, execution or delivery of this Agreement and that it has not dealt with, nor sought or
accepted the assistance of and has no knowledge of, any real estate broker, agent, or salesperson
in connection with this Agreement. Tenant and the Authority each agrees to and shall defend,
indemnify and hold the other, its beneficiaries and managing agents, and their respective agents,
partners, officers, directors and employees, hannless for, from and against any all liabilities,

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claims, obligations, judgments, awards, costs, fees and expenses, including, without limitation,
attorneys' fees and costs, resulting from any claim by any person, firm or corporation, whether
broker or otherwise, claiming a commission, finder's fee or other compensation.

Section 23.19 Waiver of Jury Trial. THE AUTHORITY AND TENANT EACH
HEREBY WILLINGLY, KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL
RIGHTS TO REQUEST A JURY TRIAL IN ANY PROCEEDING AT LAW OR IN EQUITY.

Section 23.20 Easements. From time to time throughout the Term of this Agreement,
without charge therefor, to the extent the Authority's joinder is required, the Authority shall, at
no cost to the Authority, join in any utility easements granted to Tenant by the City with respect
to the Stadium Premises and any other easements as Tenant shall deem reasonably necessary to
construct, develop and operate the Stadium Premises in accordance with this Agreement.

Section 23.21 Liquor License. Authority will cooperate with Tenant in all manner
reasonably requested by Tenant in connection with Tenant's application to obtain and maintain a
license to purchase and sell alcoholic beverages at the Stadium Premises. Tenant shall be
entitled to pledge the liquor license as collateral to any Leasehold Mortgagee, but any such
pledge shall be limited such that such liquor license may only be used at the Stadium Premises
and that the Leasehold Mortgagee shall not do anything to impair or interfere with the use of
such liquor license at the Stadium Premises.

Section 23.22 Legal advice: Neutral Interpretation. Each party has received independent
legal advice from its attorneys with respect to the advisability of executing this Agreement and
the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to
their fair meaning, and not for or against any party based upon any attribution to such party as
the source of the language in question.

Section 23.23 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth.

Section 23.24 Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Section 23.25 Non-participation Covenant. During the Term, neither the Authority nor
any Affiliate thereof shall design, develop, construct, fund, provide economic or tax benefits or
incentives to, or participate in the design, development, construction or financing of, any sports
or entertainment facility that could compete with the Stadium Premises for the booking of events
that are Tenant Permitted Uses.

Section 23.26 True Lease. The parties hereby confirm that this Lease is intended to
constitute a "true lease" for federal, state and local income tax purposes. Any holding by any
taxing authority or court contrary to the foregoing does not affect the validity or enforceability of
this Agreement among the parties hereto and the third party beneficiaries identified in subsection
23.6.1.

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 Section 23.27 Waiver of Landlord's Lien. The Authority hereby waives any right to
distrain or levy upon Tenant's Property or any property of Tenant and the Authority hereby
waives any landlord's lien or similar lien upon Tenant's Property and any other property of
Tenant regardless of whether such lien is arises under common law or otherwise. The Authority
agrees at the request of Tenant, to execute a waiver of any landlord's or similar lien for the
benefit of any present or future holder of a security interest in or lessor of any of Tenant's
Property or any other property of Tenant.

Section 23.28 Location of Administrative Offices. Throughout the Term, Tenant will
maintain its administrative offices in the City and will cause Tenant Affiliate to maintain its
administrative offices in the City.

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.

DELAWARE COUNTY CHESTER

WATERFRONT INDUSTRIAL
DEVELOPMENT AUTHORITY:

By:
Chairman

Attest:
{$e etary

FC PENNSYLVANIA STADIUM LLC

By: _

Title: _

SOLELY FOR PURPOSES OF

INDICATING ITS APPROVAL OF
THIS AGREEMENT:
MAJOR LEAGUE SOCCER, L.L.c.

By: _

Title: _

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.

DELAWARE COUNTY CHESTER

WATERFRONT INDUSTRIAL
DEVELOPMENT AUTHORITY:

By:
-------------
Chairman

Attest: _
Secretary

FC PENNSYLVANIA STADIUM LLC

By:

Title:

SOLELY FOR PURPOSES OF

INDICATING ITS APPROVAL OF
THIS AGREElVIENT:
MAJOR LEAGUE SOCCER, L.L.c.

By: _

Title: _

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89
 IN WIlNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the date first above written.

DELAWARE COUNTY CHESTER

WATERFRONT INDUSTRIAL
DEVELOPMENT AUTHORITY:

By: _
Chairman

Attest: - - - - - - - - - - -
Secretary

FC PENNSYLVANIA STADIUM LLC

By: --,- _

Title: ------------

SOLELY FOR PURPOSES OF

INDICATING ITS APPROVAL OF
THIS AGREEMENT:
MAJOR LEAGUE SOCCER, L.L.C.

By: - - - - - - - - - - - - -

Title: - - - - - - - - - - - -

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 JOINDER

Pennsylvania Professional Soccer LLC and Keystone Sports and Entertainment, LLC
each hereby join in and agree to be bound by this Agreement, jointly and severally with Tenant.

::cc;:m
PENNSYLVANIA PROFESSIONAL

Title: _

KEYSTONE SPORTS AND

__

Title" C!JPi:O

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 LIST OF EXHIBITS

Exhibit "A" Stadium Land

Exhibit "A-I" Former PECO Lot
Exhibit "B" List of Conceptual Drawings
Exhibit "C" Authority - Chester Redevelopment Authority Land
Agreement
Exhibit "D" DRPA Agreement
Exhibit "E" PECO Agreement
Exhibit "F" License Agreement
Exhibit "G" Form of Non-Relocation Agreement
Exhibit "H" Bidding Requirements
Exhibit "1" Area of Housing and Development Support
Exhibit "J" Permitted Encumbrances
Exhibit "K" Schedule of Authority Funded Stadium Premises
Exhibit "L" Specified Site Work
Exhibit "M" MLS Venue Broadcast Specifications
Exhibit "N" Form of Confirmation of Secondary Term
Commencement Date
Exhibit "0" Description of the Barry Bridge Park Lot
Exhibit "P" Description of PECO Mitigation Area
Exhibit "Q" Description of River Walk Plaza Area
Exhibit "R" Procedure to determine fair market rent in Renewal
Terms
Exhibit "s" Ordinances
Exhibit "T" Variances, special exceptions and Approvals
Exhibit "U" Schedule of Stadium Premises Costs showing which
are funded from the Authority Stadium Facility
Contribution, the Commonwealth Grant, the
Additional Funding, the Sovereign Bank construction
loan and other sources.
Exhibit "V" Form of PILOT Agreement

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 EXHIBIT "A"

STADIUM PARCEL

ALL THAT CERTAIN parcel of land with improvements erected thereon situate in the City of
Chester, County of Delaware and Commonwealth of Pennsylvania, as shown on a Resubdivision
Plat, Stadium Parcel, prepared by Rummel, Klepper & Kahl, LLP Consulting Engineers,
Norristown, Pa, recorded 2/17/2009 in Plan Book Volume 32 page 368, as follows, to wit:

BEGINNING for the same in the southerly right of way line of Seaport Drive, having a right of
way width of 150.00 feet, said point being designated as Number R86 on a plat entitled
"Resubdivision Plat, Stadium Parcel" recorded on February 17,2009, in Plan Book 32, Page 368
in the Office of the Recorder of Deeds and for the County of Delaware with a coordinate of
North 190,985.19, East, 2,633,976.05; said point being distant North 54° 18' 43" East, 213.55
feet from a point designated as R85 as shown on said plat at the point of intersection of said
Seaport Drive and the proposed easterly right of way line of Jeffrey Street, having a 60.00 foot
right of way; thence binding on said Seaport Drive with a meridian reference to the State of
Pennsylvania Grid (NAD 83/92, South), as now surveyed,

1) North 54° 18' 43" East, 312.26 feet; thence

2) northeasterly, 91.89 feet along the arc of a curve to the right, having a radius of255.00
feet, subtended by a chord of North 64° 38' 21" East, 91.39 feet; thence

3) North 74° 57" 32" East, 112.91 feet; thence departing said Seaport Drive so as to cross
Seaport Drive

4) North 35° 44' 28" West, 146.90 feet to intersect with the southerly right of way line of
Delaware Avenue, having a right of way width of 60.00 foot; thence binding thereon

5) North 54° 17' 29" East, 185.28 feet; thence departing said Delaware Avenue and binding
on westerly right of way line of the land of the Delaware River Part Authority

6) southeasterly, 425.78 feet along the arc of a curve to the right, having a radius of
15,287.82 feet, subtended by a chord of South 40° 06' 27" East, 425.77 feet; thence

7) South 40° 54'19" East, 474.13 feet to intersect with the bulkhead line along the Delaware
River as shown on a plat of the Corps of Engineers entitled "Delaware River Harbor Lines,
Marcus Hook, PA to Philadelphia, PA, Dated September 6, 1940, Sheet 1 of 6"; thence binding
on said bulkhead line

8) South 51 ° 15' 26" West, 752.23 feet to a point on the easterly property line of Lot lC as
shown on "Plat of Conveyance, Subdivision of Lot 1" recorded or intended to be recorded;
thence

9) North 37° 31' 06" West, 264.15 feet; thence

10) North 57° 51' 08" West, 97.23 feet; thence

PHL:5989147.IIFCPOOl-247606
11) North 35° 45' 17" West, 71.68 feet; thence

12) South 53° 47' 32" West, 172.03 feet to intersect with the proposed Jeffrey Street; thence
binding thereon

13) North 40° 49' 31" West, 156.91 feet; thence departing said Jeffrey Street and binding on
Lot 1A as shown on said "Plat of Conveyance, Subdivision of Lot l"

14) North 54° 18' 43" East, 213.55 feet; thence

15) North 35° 41' 17" West, 265.51 feet to the point of beginning.

CONTAIJ'JING: 650,244 square feet or 14.9276 acres ofland, more or less.

BEING FOLIO #49-10-00603-00, #49-09-00780-00 and #49-10-00601-00.

TOGETHER WITH the benefits of the easements appurtenant to the Land as in that certain
EASEMENT AGREEMENT FOR INGRESS AND EGRESS (CHESTER STADIUM
PROJECT) by and between the Delaware River Port Authority and Redevelopment Authority of
the City of Chester dated 12/2/2008 and recorded 12/17/2008 in Record Book 4469 page 2315.

TOGETHER WITH the benefits of the easements appurtenant to the Land as in that certain
1""'AS}'!\ll""'N'"'"'
. . :jl . _ A('.RT.
"j"""'_"'""'1>1"!'
_::jl.N"'"...
j"' "I""'O...
"R r"N"G'R"I""'SS
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. J . . .I'GRESS
:jJ "j ("}"'
.:' }. .. onrj""'R
vv . S'I"'"RI""'"""!'
__ _ ::j
EXPANSION) by and between DELAWARE COUNTY CHESTER \VATERFRONT
INDUSTRIAL DEVELOPMENT AUTHORITY and CITY OF CHESTER dated as of February
18.2009 and intended to be recorded in the Office of Deeds of Delaware County, Pennsylvania.

BEING as to part the same premises which the Redevelopment Authority of the City of Chester
by Deed recorded 1/16/2009 in Record Book 4481 page 2070 granted and conveyed unto the
Delaware County Chester Waterfront Industrial Development Authority, in fcc.

AND BEING as to part the same premises which the Redevelopment Authority of the City of
Chester by Deed recorded 1/16/2009 in Record Book 4481 page 2110 granted and conveyed unto
the Delaware County Chester Waterfront Industrial Development Authority, in fee.

AND BEING as to part the same premises which BPG LP VIII Seaport PI LP by Deed recorded
2/17/2009 in Record Book 4495 page 2363 granted and conveyed unto the Delaware County
Chester Waterfront Industrial Development Authority, in fee.

AND BEING as to part the same premises vacated by the City Council of the City of Chester by
Ordinance No.1, 2009 passed on January 5, 2009.

PHL:5989147"I/FCPOOI-247606 -2-
 EXHIBIT "A-I"

FORMER PECO PARCEL

ALL THAT CERTAIN parcel of land with improvements erected thereon situate in the City of
Chester, County of Delaware and Commonwealth of Pennsylvania as shown on a Parcel
Conveyance Plan PECO Energy Lots - Combine Parcels to Create Lot 3, prepared by Rummel,
Klepper & Kahl, LLP Consulting Engineers, Norristown, Pa, dated 12/17/2008 and recorded
1/9/2009 in Plan Book Volume 32 page 297, as follows to wit:

BEGINNING for the same at the point of intersection of the southerly right of way line of
Delaware Avenue, having a right of way width of 60.00 feet, and the westerly right of way line
of Norris Street, having a right of width of 60.00 feet, having a coordinate of North 192,349.69,
East 2,635,719.67; thence departing said point so fixed with a meridian reference to the State of
Pennsylvania Grid (NAD 83/92 South) and binding on the westerly right of way line of Norris
Street, as now surveyed,

1) South 35° 41' 56" East, 819.94 feet to intersect with the bulkhead line of the Delaware
River as shown on a plat of the Corps of Engineers entitled "Delaware River Harbor Lines,
Marcus Hook, PA to Philadelphia, PA, Dated September 6, 1940, Sheet 1 of 6"; thence binding
an said bulkhead line

2) South 51 ° 15' 26" West, 1,182.52 feet; thence departing said bulkhead line and binding
on the line of division with the land of Chester Parking Authority as recorded in the Office of the
Recorder of Deeds and for the County of Delaware, Pennsylvania in Record Book Volume 2380,
Page 215

3) North 35° 44' 28" West, 331.97 feet; thence departing said line of division so as to cross
and include a portion of land PECO Energy Company for a new line of division.

4) North 54° 18' 26" East, 45.00 feet; thence

5) South 70° 19' 05" East, 39.69 feet; thence

6) North 88° 22' 10" East, 50.95 feet; thence

7) North 52° 48' 05" East, 152.74 feet; thence

8) North 19° 59' 53" East, 118.06 feet; thence

9) North 53° 48' 54" East, 192.95 feet; thence

10) North 35° 41' 56" West, 499.12 feet; thence

11) North 54° 18' 04" East, 7.18 feet; thence

12) North 35° 41' 56" West, 40.67 feet to intersect with the aforesaid Delaware Avenue;
thence binding thereon

PHL:5989147.1IFCPOOl-247606
13) North 54° 18' 04" East, 621.01 feet to the point of beginning.

CONTAINING 688,898 square feet or 15.8149 acres ofland, more or less.

BEING FOLIO #49-08-01087-00

TOGETHER WITH the benefits of the easements appurtenant to the Land as in that certain
RECIPROCAL EASEMENT AGREEMENT by and between PECO ENERGY COMPANY, a
Pennsylvania corporation and the REDEVELOPMENT AUTHORITY OF THE CITY OF
CHESTER recorded 1/9/2009 in Record Book 4479 page 263.

TOGETHER WITH the benefits of the easements appurtenant to the Land as in that certain
EASEMENT AGREEMENT FOR INGRESS AND EGRESS (FLOWER STREET
j"'XPANSION')
__. ,... .i. bY an db_et\vec.n 1')1"'1
.. .:j . A\l.TARI'" C"O" TL INcl"Y
{V , _.' . _ . __ ('III"'S"'!"'!"'R
,,'" _ :j., . _::j . nr A"I"I""RI"RON"I'
vv A1.. __ . .,

INDUSTRIAL DEVELOP1\/IENT AUTHORITY and CITY OF CHESTER dated as of February

18,2009 and intended to be recorded in the Of1ice ofDeecls of Delaware County, Pennsylvtmia.

BEING the same premises which the Redevelopment Authority of the City of Chester by Deed
recorded 1/16/2009 in Record Book 4481 page 2122 granted and conveyed unto the Delaware
County Chester Waterfront Industrial Development Authority, in fee.

PHL:5989147.l/FCPOOl-247606 -4-
 Exhibit "B"
List of Conceptual Drawings

Date Prepared

Aerial View September 15, 2008

Aerial View Waterside September 15, 2008
Area summary + LV-01 QUAD A from A-111 September 15, 2008
LV-01 QUAD B from A-112 September 15, 2008

LV-01 QUAD C from A-113 September 15, 2008

LV-01 QUAD D from A-114 September 15, 2008
Area summary + LV-03 QUAD A from A-211 September 15, 2008
LV-03 QUAD B from A-212 September 15,2008
LV-03 QUAD C from A-213 September 15, 2008
LV-03 QUAD D from A-214 September 15, 2008
Area summary + LV-04 QUAD C-D from A-413-414 September 15, 2008
A-201 Overall Exterior Elevations August 1,2008
A-202 East Elevation August 1, 2008
A-203 South Elevation August 1, 2008
A-204 West Elevation August 1, 2008
A-205 North Elevation August 1, 2008
 EXHIBIT C

Authority - Chester Redevelopment Authority Land Agreement

PHL:5793543.18fFCPOOI-247606
 PART I

AGREEMENT OF SALE and REDEVELOPMENT AGREEMENT

BETWEEN THE

REDEVELOPMENT AUTHORITY OF THE CITY OF CHESTER

AND

DELAWARE COUNTY CHESTER WATERFRONT

INDUSTRIAL DEVELOPMENT AUTHORITY

This AGREEMENT, consisting of this Part I (Agreement of Sale) and Part U (Terms and
Conditions) annexed to and made a part hereof (which Part I and Part II are together hereinafter
called "AGREEMENT'), is made on or as of the 9th day of January, 2009 by and between the
REDEVELOPMENT AUTHORITY OF THE CITY OF CHESTER, with a mailing address
of: The Colony Building, 3rd Floor, 511 Welsh Street. P.O. Box 497, Chester, PA 19016-0497
Attn: Executive Director (hereinafter, "CHESTER RDA"), and DELAWARE COUNTY
CHESTER WATERFRONT INDUSTRIAL DEVELOPMENT AUTHORITY with a
mailing address of: c/o Delaware County Commerce Center, 200 E. State Street, Suite 205,
Media, PA 19063 Attn: Executive Director (hereinafter called "BUYER").

WITNESSETH

WHEREAS, CHESTER RDA is a public "body and a body corporate and politic duly
created and organized pursuant to and in accordance with the provisions of the Pennsylvania
Urban Redevelopment Law of May 24, 1945 as amended, 35 P.S. § 1701 et seq.; and

WHEREAS, CHESTER RDA desires to eliminate blight and promote new economic
investment in the City of Chester as well as job creation, tax base expansion and related positive
impacts generated by the development and redevelopment of land; and

WHEREAS, BUYER is a public instrumentality of the Commonwealth of Pennsylvania

organized under the Pennsylvania Economic Development Financing Law, being the Act of
August 23, 1967, P.L. 251, as amended, for the purpose, among others, of acquiring,
constructing, financing, improving and maintaining industrial and commercial development
projects and public facilities in certain geographic regions of the City of Chester; and

WHEREAS, under the Pennsylvania Redevelopment Cooperation Law, 35 P.S. § 1741 et

seq., BUYER is encouraged to cooperate with CHESTER RDA for redevelopment purposes and
is also authorized to cause recreational or community facilities or any other works to be
fumished in or adjacent to any area selected for redevelopment, as well as enter into agreements
with a redevelopment authority; and
 WHEREAS, CHESTER RDA has offered to convey, and BUYER is willing to acquire,
celtain real property more particularly described in the legal descriptions attached hereto as
Exhibit "A" annexed hereto and made a part hereof (which property as so described is
hereinafter called "Property") for BUYER to redevelop the Propelty for use as a professional
sports stadium and related uses typically associated with such facilities (e.g. concerts, speaking
engagements, etc.), together with accessory parking and landscaping as part of the Project
Facilities (hereinafter, the "Project") in accordance with this AGREEMENT; and

WHEREAS, CHESTER RDA has acquired the Property described on Exhibit "A";

WHEREAS, CHESTER RDA and the BUYER believe that the development of the
Property pursuant to the AGREEMENT, and the fulfillment generally of the AGREEMENT, will
promote the attraction and retention of professional sports franchises, tourism and convention
business, and provide recreational and other opportunities to residents of Chester City, Delaware
County, and the Commonwealth of Pennsylvania, and such efforts are in the vital and best
interests of the CHESTER RDA and the health, safety, morals and welfare of the residents of the
City of Chester, and in accord with the public purposes and provisions of the applicable Federal,
State and local laws and requirements under which the Project has been undertaken and is being
assisted:

NOW, THEREFORE, in consideration of the promises and the mutual obligations of the parties
hereto, each of them does hereby covenant and agree with the other as follows:

SECTION 1. SALE: PURCHASE PRICE

Subject to all the terms, covenants and conditions of this AGREEMENT (including the
recitals above which are incorporated by reference as though fully set forth herein), CHESTER
RDA will convey the Property to BUYER, and BUYER will acquire the Property from
CHESTER RDA and pay therefore, the amount of Ten Dollars ($10.00) (hereinafter called the
"Purchase Price").

SECTION 2. CONVEYANCE OF PROPERTY

A. Conveyance. Conveyance of the subject property shall take place within ten (10)
days from execution by all pal1ies of this AGREEMENT. Said time for settlement may be
extended by mutual agreement of the pmties.

Notwithstanding anything contained herein to the contrary, conveyance shall not take
place until such time as BUYER has complied with all requirements contained herein, and
CHESTER RDA has approved and accepted all said submissions.

Anything herein to the contrary notwithstanding, BUYER shall not be permitted to assign
this AGREEMENT to any entity, corporation, limited liability company or general or limited

2
partnership or limited liability partnership of any nature except to a third party that is
BUYER'S corporate parent, affiliate, or subsidiary, without the prior written consent of the
CHESTER RDA.

B. Deed. CHESTER RDA shall convey to BUYER title to the Property by a deed
or deeds in the same form or fOlms as the CHESTER RDA acquired the parcels making up the
Property (hereinafter called Deed). The premises are to be conveyed free and clear of all liens,
encumbrances and easements,· excepting, however, existing building restrictions, ordinances,
easements of record, if any, easements of roads, easements visible upon the ground, privileges or
rights of public service companies, if any, as well as the "Permitted Encumbrances" as defined
and set forth in the Lease and Development Agreement by and between the Delaware County
Chester Waterfront Industrial Development Authority and FC Pennsylvania Stadium, LLC, a
copy of which is attached hereto and made part hereof as Exhibit "B", otherwise the title to the
above described real estate shall be good and marketable and such as will be insured by a
reputable title insurance company at reasonable rates. BUYER shall have the option to either
accept whatever title to the Property CHESTER RDA can deliver if CHESTER RDA is unable to
deliver a good and marketable title, or terminate this Agreement, without further liability or
obligation on part of the CHESTER RDA.

C. Time and Place for Delivery of Deed. CHESTER RDA shall deliver the Deed(s)
and possession of the Property to BUYER at settlement, which will be held at a time and place
mutually agreeable to the two parties within the time limits set forth in Section 2A above, and
BUYER shall accept delivery of the Deed(s) at settlement and pay to CHESTER RDA the
Purchase Price minus any previously paid Good Faith Deposit at such time and place.

D. Apportionment of Current Taxes. CHESTER RDA AND BUYER in their

capacities as a Redevelopment Authority and an Industrial Development Authority believe that
no transfer tax is due for this transaction, and that the Property will be tax-exempt from other real
estate taxes after Settlement. The parties agree to cooperate and execute such forms as may be
necessary to seek any exemption and/or exclusion from transfer or any other taxes. Taxes and
sewer rental, if any, shall be apportioned pro rata as of the date of settlement; taxes shall be
considered as levied on January Ist of each year, except for School District taxes, which shall be
considered as levied on July 15t of each year.

E. Recording of Deed and Property Registration Statement. BUYER shall promptly

file the Deed(s) for recordation in the Office for the Recording of Deeds in and for the County of
Delaware, as well as the completed Property Registration Statement(s) for the City of Chester
Engineer. BUYER shall pay all costs for so recording the Deed(s) and registering the Property
Registration Statement(s) as well as its title insurance and closing costs.

SECTION 3. GOOD FAITH DEPOSIT

A. Amount. BUYER will, prior to or simultaneously with the execution of the

AGREEMENT by the CHESTER RDA, deliver to CHESTER RDA a Good Faith Deposit in the
form of cash or a check satisfactory to CHESTER RDA in the Amount of One Dollar ($1.00)

3
hereinafter called "Deposit", as security for the performance of the obligations of BUYER to be
perfornled prior to the return of the Deposit to BUYER, or application to the purchase price, or
its retention by CHESTER RDA as liquidated damages, as the case may be, in accordance with
the AGREEMENT.

The Deposit shall be placed in an account in a bank selected by CHESTER RDA, or

otherwise held by CHESTER RDA.

B. Liquidated Damages. This Deposit shall be retained by CHESTER RDA as

liquidated damages for the non-performance of BUYER's obligations required to be completed
prior to closing, as set fOith in this AGREEMENT. This Deposit shall not constitute a waiver or
limitation upon, or otherwise preclude the use of, CHESTER RDA's other rights and remedies
established in this AGREEMENT (including but not limited to those set f0l1h in Section 704 of
Part II herein) or under Pennsylvania law.

C. Interest. CHESTER RDA shall be under no obligation to payor earn interest on

the Deposit, but if interest is payable thereon, such interest when received by CHESTER RDA
shall be credited to BUYER at settlement. In the event of a default by BUYER, any interest will
be retained by CHESTER RDA.

D. Retention of Deposit By CHESTER RDA. Upon termination of this

AGREEMENT, as .provided in Part II, Section 703 and 704 hereof, the Deposit, including all
interest payable thereon after such telmination, shall be retained by CHESTER RDA.

E. Return of Deposit To BUYER. Upon termination of this AGREEMENT as

provided in Part 11, Section 702 hereof, the Deposit shall be returned to BUYER by CHESTER
RDA.

SECTION 4. CONSTRUCTION OBLIGATIONS

Pursuant to the Lease and Development Agreement between BUYER and, FC Pennsylvania
Stadium LLC attached hereto as Exhibit "B", BUYER shall cause FC Pennsylvania Stadium,
LLC to perfolm the "Tenant Construction Obligation" such that the "Stadium Premises
Construction" has City of Chester Building Pennit(s) and reaches "Substantial Completion" no
later than April 2010 (as the same may be extended by Force Majeure), as those capitalized
telms are defined in the Lease and Development Agreement.

SECTION 5. FUNDING OF CONSTRUCTION FOR STADIUM PREMISES

CONSTRUCTION

Funding of all "Stadium Premises Construction" shall be provided as set forth in Article III of
the Lease and Development Agreement between BUYER and FC Pennsylvania Stadium LLC
attached hereto as Exhibit "B".

4
SECTION 6. LEGAL EXPENSES

BUYER and CHESTER RDA shall each be responsible for their own respective legal costs
incurred in the negotiation and drafting of this AGREEMENT.

SECTION 7. NOTICES AND DEMANDS

All communications required or permitted under this AGREEMENTshall be by one of

the following methods, unless otherwise required by law: (1) Personal Delivery with signed
receipt; or (2) certified mail, return receipt requested, with postage prepaid; or (3) by nationally
recognized overnight courier service which provides for a signature upon receipt. Notices shall
be sent to the palties at the following addresses:

A. In the case of notice to CHESTER RDA:

David N. Sciocchetti, Executive Director

Redevelopment of the City of Chester
The Colony Building, 3r Floor
511 Welsh Street, P.O. Box 497
Chester, PA 19016-0497
Phone: (610) 447-7850

With Copy to:

Louis M. Kodurnal, Esq.

Law Ofcs. of Vincent B. Mancini & Assoc.
414 E. Baltimore Pike
Media, PA 19063
Phone: (610) 566-8064

B. In the case of notice to BUYER:

Delaware County Chester Waterfront Industrial Development Authority

J. Patrick Killian, Executive Director
200 East State Street, Suite 205
Media, PA 19063
Phone: (610) 566-2225

With Copy to:

Michael F X. Gillin, Esquire

230 N. Monroe Street
P.O. Box 2037
Media, PA 19063
Phone: (610) 565-2211 or 2212

5
Any notice, demand or communication given pursuant to section 7( I) shall be deemed received
upon such personal service. Any notice, demand or communication given pursuant to section
7(2) shall be deemed received on the day immediately following deposit with the overnight
courier. Any notice, demand or communication sent pursuant to section 7(3) shall be deemed
received three (3) Business Days after mailing. The parties, by notice given hereunder, may
designate any further or different addresses to which subsequent notices, demands or
communications shall be given.

SECTION 8. SPECIAL PROVISIONS

A. Construction Contracts.

(1) BUYER agrees that every prime contract for construction, installation, alteration,
repair of, or addition to, the Stadium Premises Construction project, where the estimated cost
shall exceed $10,000.00, shall contain a provision obligating the prime contractor to the prompt
payment of all material furnished, labor supplied or perforined, rental for equipment employed,
and services rendered by public utilities in or in connection with the prosecution of the work,
whether or not, the said material, labor, equipment and services enter into and become
component parts of the work or improvement contemplated. Such provision shall be deemed to
be included for the benefit of every person, co-partnership, association or corporation, who as
subcontractor, or otherwise, has furnished material, supplied or performed labor, rented
equipment, or supplied services in or in connection with the prosecution ofthe work as aforesaid,
and the inclusion thereof in any contract shall preclude the filing by any such person, co-
partnership, association or corporation of any mechanics' lien claim for such material, labor or
rental of equipment, and further requiring that the BUYER shall provide to the CHESTER RDA
evidence. of financial security for the prompt payment by the prime contractor for materials,
supplies, labor, services and equipment. Such financial security shall equal 100% of the contract
amount and may include, but not be limited to, an appropriate bond from a surety company
authorized to do business in this Commonwealth, an irrevocable letter of credit from a Federal or
Commonwealth Chartered Lending Institution and/or a restrictive or escrow account, and shall
be in such form as the CHESTER RDA may prescribe and may include, but not be limited to,
anyone or a combination of the following:

(i) an appropriate bond from a surety company auth0l1zed to do business in this

Commonwealth;
(ii) an irrevocable letter of credit from a federal or Commonwealth-chartered
lending institution; or
(iii) a restrictive or escrow account.

For purposes of compliance with this section, BUYER shall cause Fe Pennsylvania
Stadium, LLC to obtain performance, labor and material payment bonds from any Contractor(s)
in direct contractual relationship with the Construction Manager and whose contract is for more
than Two Hundred Fifty Thousand Dollars ($250,000.00), pursuant to and consistent with

6
Section 6.9 of the Lease and Development Agreement attached hereto and incorporated herein as
Exhibit "B".

(2) For all projects in which the estimated construction costs exceed $1,000,000.00,
BUYER shall provide to the CHESTER RDA, and shall cause each prime contractor to provide
or submit to, a project cost certification performed by one or more independent, third-party
certified public accountants establishing the actual total construction costs incurred and paid by
the BUYER and each prime contractor in connection with the project. The receipt of the
construction cost certification shall be a condition for receiving a certificate of completion. All
disbursements are subject to Article III ("FUNDING OF CONSTRUCTION AND
OWNERSHIP OF INTERESTS") of the Lease and Development Agreement attached hereto and
incorporated herein as Exhibit "B".

B. Acceptance of Architects. All improvements to the Propelty must be designed by

a duly licensed architect or engineer and a professionally trained landscape architect registered in
the Commonwealth of Pennsylvania and acceptable to CHESTER RDA, unless waived by the
CHESTER RDA based upon CHESTER RDA's receipt of approved Building Permit(s) issued
by the City of Chester for the Stadium and Stadium Improvements described in Exhibit "B"
attached hereto and incorporated herein.

C. Cel1ificate of Completion. In amplification of Part II, Section 307, upon delivery

of proof to the CHESTER RDA that all work for the Stadium Premises Construction has been
completed in accordance with the Building Permit(s) and there are no outstanding liens against
the Property, a Certificate of Completion shall be issued to BUYER pursuant to Pm1 II, Section
307 of this AGREEMENT.

D. Insurance and Indemnity

BUYER and CHESTER RDA agree that Insurance and Indemnity protection shall be
provided consistent with, and governed by, the terms of Article XV (as to Insurance) and the
indemnification obligations as set forth throughout the Lease and Development Agreement
attached hereto as Exhibit "B".

E. Use Restrictions as Covenants Running with the Land to be Incorporated into

Deed(s) from CHESTER RDA to BUYER

1. As set forth in the Quitclaim Deed between CHESTER RDA and the Delaware
River Port Authority (DRPA), it shall be a restrictive covenant running with the land that the
portion of the Property which CHESTER RDA acquired from DRPA shall not be used for
gaming activities that would require the approval of the Pennsylvania Gaming Control Board
and/or "adult uses", as defined on the date hereof in the Codified Ordinances of Chester, Part 13 -
Planning and Zoning Code, Article 1321.08. The prohibition on gaming activities is in no way
intended to prohibit use of the property described herein for professional or amateur athletics.

2. As set forth in the Quitclaim Deed between CHESTER RDA and DRPA, it shall
be a restrictive covenant running with the land that the portion of the Property which CHESTER

7
 RDA acquired from DRPA shall not be used for the manufacture, staging, transfer, processing,
treatment, storage or disposal of toxic, hazardous, corrosive, reactive or explosive chemicals,
substances or materials, including biological and radiological matelials, that if released could
interfere with operation (including maintenance) of the Commodore Barry Bridge or the safety
of travel thereon; provided, however that this limitation shall not apply to the lawful use of such
. chemicals, substances or materials of a type, and in amounts as are normal and incident to the
maintenall ce or operation of any use not prohibited hereunder.

3. As set fOlih in the Quitclaim Deed between CHESTER RDA and DRPA, it shall
he a restrictive covenant running with the land that the that the portion of the Propeliy which
CHESTER RDA acquired from DRPA shall not be used for residential housing purposes,
including, but not limited to apartment buildings, condominiums, child or adult daycare, lifecare,
convalescence or rehabilitation facilities, or for the provision of medical services; provided,
however, that this limitation shall not apply to public recreational or other entertainment uses,
including stadiums/arenas, concert venues, or for paved promenades, boat launches, bicycle
and/or pedestrian paths and other ancillary activities and facilities associated with such uses, and
other uses considered non residential under the Pennsylvania Land Recycling and Environmental
Remediation Standards Act ("Act 2'')". If Grantee or any successor of Grantee intends to
remediate the Propelty for the purpose of eliminating the residential restriction, it shall give
notice of such intent to Grantor prior to the commencement of remediation. Upon the completion
of remediation of the Propelty in accordance with applicable environmental laws and
regulations, including, without limitation, Act 2, the restrictive covenant set forth in this
paragraph shall terminate and be of no fUIiher force and effect.

4. As set forth in the Special WaITanty Deed between CHESTER RDA and PECO,
there are restrictive covenants running with the land such that a pOliion of the Property which
CHESTER RDA acquired from PECO is subject to the Notice in the Special Warranty Deed as
well as that certain Declaration of Covenants, Restrictions and Deed Disclosu·re Notice by
Grantor dated October 2, 2006 and recorded in and for the Office of the Recorder of Deeds of
Delaware County, Pennsylvania in Deed Book 04055, page 1690.

5. Environmental Acknowledgement - BUYER acknowledges that it is· acquiring the

Propelty with the knowledge that there are Act 2 Restrictive Covenants and Unifonn
Environmental Covenants affecting the Property, and that in acquiring the Property and
improving or causing it to be improved, it will comply (and/or pursuant to the Lease and
Development Agreement attached hereto as Exhibit "B" will cause FC Pennsylvania Stadium,
LLC to comply) with the Act 2 Restrictive Covenants and Uniform Environmental Covenants.

F. Required Lease of Green Space and Boat Launch to Cit)' of Chester - It is a

requirement and obligation of BUYER to deliver to CHESTER RDA within forty-five (45) days
of Closing on the Property an executed lease between BUYER and the City of Chester for the
Green Space and an executed lease between BUYER and the City of Chester for the the Boat
Launch Area (including plaza area), in form and susbstance not substantially different than the
draft plans attached hereto as Exhibit "C" and "D", for a term of ninety-nine (99) years, for
consideration of One Dollar ($1.00), and on such additional and supplemental terms as are
acceptable to the City of Chester and CHESTER RDA. The lease shall allow for public access
and use of the Green Space and Boat Launch Area. This obligation shall survive Closing.

8
 G. Required Easement for Rivelwalk

It is a requirement and obligation of BUYER to deliver to CHESTER RDA within forty-

five (45) days of Closing on the Property the following, in fonn and substance to be
approved by the CHESTER RDA and the City of Chester:

(a) a twenty-five (25) foot wide easement along the waterfront side of the PECO Parcel
in favor of the City of Chester, for the extension of the Riverwalk walkway;

(b) a twenty-five (25) foot wide easement along the waterfront side of the fonner DRPA
Parcel in favor of the City of Chester, for the extension of the Riverwalk walkway;

(c) a revised twenty-five (25) foot wide easement along the waterfront sides of the
fonner CHESTER RDA Parcel and the BPG Parcel in favor of the City of Chester,
for the extension of the Rivelwalk walkway.

The Riverwalk Easements shall include the easement areas depicted in Exhibit "E", as subject
to modification approved by the CHESTER RDA and the City of Chester. This obligation shall
survive Closing.

SECTION 9. MODIFICATIONS OF PART II

A. In amplification of Part II, Section 101, Work to be perfonned by CHESTER

RDA, it is expressly understood that CHESTER RDA makes no guarantee as to the condition of
the surface and subsurface of the Property, and BUYER accepts the same in its present status at
the time of conveyance.

B. In amplification of Part II, Section 101, Work to be perfonned by CHESTER

RDA, it is expressly understood that CHESTER RDA's responsibility shall be limited to the
following:

1. On a post-Closing basis, secure tennination by City of Chester of obsolete

Riverwalk easement in favor of City of Chester.

SECTION 10. COUNTERPARTS

This AGREEMENT is executed in four (4) counterparts, each of which shall constitute
one and the same instrument.

IN WITNESS WHEREOF, (1) the CHESTER RDA has caused this AGREEMENT to be
duly executed in its name and behalf and its seal to be hereunto duly affixed and attested; and (2)
BUYER has caused the AGREEMENT to be duly executed and/or attested, on or as of the day
first above wri tten.

9
REDEVELOPMENT AUTHORlTY OF
THE CITY OF , _
David N. Sciocchetti, ExecutIve DIrector

DELAWARE COUNTY
CHESTER WATERFRONT
INDUSTRIAL DEVELOPMENT
AUTHORITY

10
 PART II

TERMS AND CONDITIONS

OF

CONTRACT

FOR

REDEVELOPMENT

BY AND BETWEEN

REDEVELOPMENT AUTHORITY OF THE CITY OF CHESTER

and

DELAWARE COUNTY CHESTER WATERFRONT

INDUSTRIAL DEVELOPMENT AUTHORITY
ARTICLE I. PREPARATION OF PROPERTY FOR REDEVELOPMENT

SEC.101. CHESTER RnA's Responsibilities: Work To Be Performed

CHESTER RDA shall, prior to completion of the Stadium Improvements or at such

earlier time or times as BUYER and CHESTER RDA may agree in writing, and without expense
to BUYER or assessment or claim against the Property, provide or secure or cause to be
provided or secured, the following:

(a) Secure termination of obsolete Riverwalk easement in favor of City of Chester

SEC. 102. Waiver of Claims and Joining in Petitions bv BUYER.

BUYER hereby waives (as the purchaser of the Property under the AGREEMENT and as
the owner after the conveyance of the Property provided for in the AGREEMENT), any and all
claims to awards of damages, if any, to compensate for the closing, vacation or change of grade
of any street, alley, or other public right-of-way within or fronting or abutting on, or adjacent to,
the Property which, pursuant to subdivision (b) of Section 101 hereof, is to be closed or vacated,
or the grade of which is to be changed, and shall upon the request of CHESTER RDA subscribe
to, and join with CHESTER RDA in any petition or proceeding required for such vacating,
dedication, change of grade, and to the extent necessary, rezoning, and execute any waiver or
other document in respect thereof.

ARTICLE II. RIGHTS OF ACCESS TO PROPERTY

SEC. 201 Right of Entry for Utility Service.

CHESTER RDA reserves for itself and any public utility company, as may be
appropriate, the unqualified right to enter upon the Property at all reasonable times for the
purpose of reconstructing, maintaining, repairing or servicing the public utilities located within
the Property boundary lines, it being understood that any damages to the Property caused by such
access will be promptly repaired at the expense of the entity accessing the Property.

SEC. 202. BUYER Not To Construct Over Utilitv Easements.

BUYER shall not construct any building or other structure or improvement on, over, or
within the boundary lines of any easement for public utilities unless such construction is
provided for in such easement or has been approved by the CHESTER RDA. If approval for
such constlUction is requested by BUYER, CHESTER RDA shall use its best efforts to assure
that such approval shall not be withheld unreasonably.

SEC. 203 Access to Property.

2
 Prior to conveyance of the Property by CHESTER RDA to BUYER, CHESTER RDA
shall pennit representatives of BUYER to have access to any part of the Prope1ty as to which
CHESTER RDA holds title, at all reasonable times for the purpose of obtaining data and making
various tests concerning the Property necessary to carry out. the AGREEMENT. After the
conveyance of the Property by CHESTER RDA to BUYER, BUYER shall permit the
representatives of CHESTER RDA access to the Property at all reasonable times which any of
them deems necessary for the purpose of the AGREEMENT, but not limited to, inspection of all
work being performed in connection with the construction of the Improvements. No
compensation shall be payable nor shall any charge be made in any form by any party for the
access provided for in this Section.

SEC. 204 Environmental Audit & Property Inspection

(a) CHESTER RDA makes no Warranties relating to the Property BUYER 1S

purchasing.

(b) CHESTER RDA represents and BUYER acknowledges that the underlying
parcels making up the Property which is being redeveloped are subject to Act 2 Restrictive
Covenants under the Pennsylvania Land Recycling and Environmental Remediation
Standards Act, 35 P.S. § 6026.101 et seq. ("Act 2") and Uniform Environmental Covenants
under the Pennsylvania Uniform Environmental Covenants Act, Act No. 68 of 2007,27 Pa.
C.S. §§ 6501-6517 ("UECA")

(c) The Property is being conveyed to BUYER in "As Is" and "Where Is" condition.

ARTICLE III. CONSTRUCTION PLANS; CONSTRUCTION OF

IMPROVEMENTS; CERTIFICATE OF COMPLETION

SEC. 301-304 INTENTIONALLY OMITTED

SEC. 305 Commencement and Completion of Construction of Stadium

Improvements.

BUYER agrees for itself, its successors and assigns, and every successor in interest to
the Property, or any part thereof, and the Deed shall contain covenants on the part of BUYER
itself and such successors and assigns, that BUYER, and such successors and assigns, shall
promptly cause the development of the Property through the construction of the Stadium
Improvements thereon, and that such construction shall take place within the period specified in
Section 4 of Part I of this AGREEMENT and be completed within the period specified in such
Section 4. It is intended and agreed, and the Deed shall so expressly provide that such
agreements and covenants shall be covenants running with the land and that they shall, in any
event, and without regard to technical classification or designation, legal or otherwise, and
except only as otherwise specifically provided in the AGREEMENT itself, be, to the fullest
extent permitted by law and equity, binding for the benefit of the community and CHESTER

3
RDA and enforceable by CHESTER RDA against BUYER and its successors and assigns to or
of the Property or any part thereof or any interest therein.

SEC. 306 Progress Reports.

Subsequent to conveyance of the Property, or any part thereof to BUYER, and until
construction of the Stadium Improvements has been completed, BUYER shall make reports, in
such detail and at such times as may reasonably be requested by CHESTER RDA, as to the
actual progress of BUYER with respect to such construction.

SEC. 307 Certificate of Completion.

(a) Promptly after completion of the Stadium Improvements in accordance with those
provisions of the AGREEMENT relating solely to the obligations of BUYER to construct the
Stadium Improvements (including the dates for beginning and completion thereof), CHESTER
RDA will furnish BUYER with an appropriate instmment certifying completion. Such
celtification by CHESTER RDA shall be (and it shall be so provided in the deed and in the
certification itself) a conclusive detennination of satisfaction and ternlination of the
AGREEMENT and covenants in the AGREEMENT and in the Deed with respect to the
obligations of BUYER, and its successors and assigns, to construct the Stadium Improvements
and the dates for the beginning and completion thereof. Upon such determination that completion
of the Stadium Improvements have been fully satisfied, CHESTER RDA shall forthwith issue its
certification provided for in this Section. Such certification and such detennination shall not
constitute evidence of compliance with or satisfaction of any obligation of BUYER to any holder
of a mOltgage, or any insurer of a mortgage, securing money loaned to [mance the Stadium
Improvements, or any part thereof.

(b) With respect to such individual patts or parcels of the Propelty which, if so
provided in Part I of this AGREEMENT, BUYER may conveyor lease as the improvements to
be constructed thereon are complete, CHESTER RDA will also, upon proper completion of the
Stadium Improvements relating to any such patt or parcel, certify to BUYER that such Stadium
Improvements have been made in accordance with the provisions of the AGREEMENT.
Nothing contained herein is intended to limit or waive the requirements of Article XVIII
(Defaults and Remedies) of the Lease and Development Agreement attached hereto and
incorporated herein as Exhibit "B".

(c) Each celtification provided for in this Section 307 shall be in such fOlm as will
enable it to be recorded in the proper office for the recording of deeds and other instruments
pertaining to the Property, including the Deed. If CHESTER RDA shall refuse or fail to provide
any certification in accordance with the provisions of this Section, CHESTER RDA shall within
thirty (30) days after written request by BUYER, provide BUYER with a written statement,
indicating in adequate detail in what respects BUYER has failed to complete or cause the
completion of the Stadium Improvements in accordance with the provisions of this
AGREEMENT, or is otherwise in default, and what measures or acts it will be necessary, in the
opinion of CHESTER RDA, for BUYER to take or perform in order to obtain such celtification.

4
ARTICLE IV. RESTRICTIONS UPON USE OF PROPERTY

SEC. 401 Restrictions on Use.

BUYER agrees for itself, and its successors and assigns, or any part thereof, and the Deed
shall contain covenants on the part of BUYER for itself, and such successors and assigns, that
BUYER, and such successors and assigns, shall:

(a) Devote the Propelty to, and only use the Propelty as, a professional sports stadium
and related uses typically associated with such facilities (e.g. concerts, speaking
engagements, etc.), together with accessory parking, and landscaping as part of the
Stadium Premises Construction described in the Lease and Development Agreement
attached hereto and incorporated herein as Exhibit "B". This use restriction: (1) shall
be a covenant running with the land, (2) shall not be extinguished by the issuance of a
Certificate of Completion under Section 307, and (3) may only be released upon the
filing of a Release by the CHESTER RDA or its successor in interest. All
development of the property shall be in accordance with the uses specified in the City
of Chester's zoning provisions for the Property, or duly granted variances therefrom.
However, as part of the use restriction, BUYER agrees that any such variance
requests as they relate to or impact the areas to be leased to the City of Chester
as described in Section 8.F. of Part I of this Agreement shall not be used to limit
or otherwise reduce the areas to be leased to the City of Chester.

(b) Not discriminate on the basis of race, color, religion, sex, or national origin in the
sale, lease, or rental or in the use or occupancy of the property or any improvements
erected or to be erected thereon, or any part thereof.

SEC.402 Covenants; Binding Upon Successors in Interest; Period of Duration.

It is intended and agreed, and the Deed shall so expressly provide, that agreements and
covenants provided in Section 401 hereof shall be covenants running with the land and that they
shall, in any event, and without regard to technical classification or designation, legal or
otherwise, and except onLy as otherwise specificaLly provided in the AGREEMENT, be binding,
to the fuLlest extent permitted by law and equity, for the benefit and in favor of, and enforceable
by CHESTER RDA, its successors and assigns, and any successor in interest to the Property, or
any part thereof, against BUYER, its successors and assigns and every successor in interest to
the Property, or any part thereof or any interest therein, and any party in possession or occupancy
of the Property or any part thereof. It is further intended that the agreements and covenants
provided in sub-section (b) of Section 401 hereof shall remain in effect without limitation as to
time: Provided, That such agreements and covenants shall be binding on BUYER itself, each
successor in interest to the Property, and every part thereof, and each party in possession or
occupancy, respectively, only for such period as such successor or party shall have title to, or an
interest in or possession or occupancy of the Property or part thereof.

5
 Notwithstanding any provision contained herein, the Restrictions and Covenants set
forth herein can be modified only upon the submission to the CHESTER RDA of a written
request for modification of Restrictions and Covenants, detailing the proposed change and
being in recordable form (i.e., such that if approved by the CHESTER RDA, it is in a form
that is also acceptable to the Delaware County ,Recorder of Deeds for recording purposes),
which the CHESTER RDA may approve or disapprove in its sole discretion. If the request
is so approved, BUYER at its sole expense shall be responsible for recording same in the
Recorder of Deeds office and furnishing a time stamped copy to the CHESTER RDA as
proof of the recording.

ARTICLE V. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER

SEC. 501 Representations As to Development.

BUYER represents and agrees that its purchase of the Property, and its other
undertakings pursuant to the AGREEMENT, are, and will be used, for the purpose of
development of the Propelty as part of the Project and not for speculation in land holding.
BUYER further recognizes that, in view of:

(a) the importance of the development of the Property to the general welfare of the
community;

(b) the substantial financing and other public aids that have been made available by law
and by the State and local Governments for the purpose of making such
development possible; and

the qualifications and identity of BUYER, are of particular concern to the community and
CHESTER RDA. BUYER further recognizes that it is because of such qualifications and
identity that CHESTER RDA is entering into the AGREEMENT with BUYER, and in so 90ing,
is further willing to accept and rely on the obligations of BUYER for the faithful performance of
all undertakings and covenants hereby by it to be performed without requiring in addition a
surety bond or similar undertaking for such performance of all undertakings and covenants in the
AGREEMENT.

SEC. 502 Intentionally Omitted

SEC. 503 Prohibition Against Transfer of Property and Assignment of

Agreement.

Also, for the foregoing reason BUYER represents and agrees for itself, and its successors
and assigns, that:

6
 (a) Except only:

(I) by way of security for, and only for, (i) the purpose of obtaining financing
necessary to enable BUYER or any successor in interest to the Propeliy, or
any part thereof, to perform its obligations with respect to making the
Improvements under the AGREEMENT, and (ii) any other purpose authorized
by the AGREEMENT, and

(2) as to any individual parts or parcels of the Propeliy (or the entire Property) on
which the Stadium Improvements to be constructed thereon are to be
completed, and which BUYER shall lease to FC Pennsylvania Stadium, LLC
pursuant to the Lease and Development Agreement attached hereto and
incorporated herein as Exhibit "B" for the professional stadium and related
and accessory uses approved in this AGREEMENT.

BUYER (except as authorized above) has not made or created, and that it will not, prior to the
proper completion of the Stadium Improvements as certified by CHESTER RDA, make or
create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease,
or any trust or power, or transfer in any other mode or form of or with respect to the
AGREEMENT or the Property, or any part thereof or any interest therein, or any contract or
agreement to do any of the same, without the prior wlitten approval of CHESTER RDA:
Provided, That, prior to the issuance by CHESTER RDA of the certificate provided for in
Section 307 hereof as to completion of construction of the Improvements, BUYER may enter
into any agreement to sell, lease, or otherwise transfer, after the issuance of such certificate, the
Property or any part thereof or interest therein, which agreement shall not provide for payment of
or on account of the purchase price or rent for the Property, or the part thereof or the interest
therein to be so transferred, prior to the issuance of such certificate. BUYER may accept
security- deposits from prospective tenants prior to the issuance by the CHESTER RDA of the
certificate certifying completion of the Improvements, provided that· any security deposits
received shall be placed in an escrow account and the lease agreement with any prospective
tenant providing a security deposit shall specify that the sale recourse of the prospective tenant in
the event that they are unable to occupy the building for any reason shall be their security
deposit.

ARTICLE VI. INTENTIONALLY OMITTED

ARTICLE VII. REMEDIES

SEC. 701 In General.

Except as otherwise provided in the AGREEMENT, in the event of any default in or

breach of the AGREEMENT, or any of its terms or conditions by either party hereto, or any
successor to such party, such party (or successor) shall, upon written notice from the other,
proceed immediately to cure or remedy such default or breach, and, in any event, within forty-
five (45) days after receipt of such notice. In case such action is not taken or not diligently
pursued, or the default or breach shall not be cured or remedied within a reasonable time, the
aggrieved party may institute such proceedings as may be necessary or desirable in its opinion to

7
cure and remedy such default or breach, including, but not limited to proceedings to compel
specific performance by the pmty in default or breach of its obligations. All rights and remedies
under this Agreement shall be cumulative and non-exclusive, and the rights and remedies
provided by this Agreement are cumulative and the use of anyone right or remedy by any party
shall not preclude or waive the right to use any or all other remedies..Said rights and remedies
are given in addition to any other rights the parties may have by law, statute, ordinance or
otherwise.

SEC. 702 Termination by BUYER Prior to Conveyance.

In the event that:

(a) CHESTER RDA does not tender conveyance of the property, or possession thereof,
in the manner and condition, and by the date provided in the AGREEMENT, and any
such failure shall not be cured within thirty (30) days after the date of written demand
by BUYER;

then the AGREEMENT shall, at the option of BUYER, be terminated. by written notice thereof
to CHESTER RDA, and, except with respect to the rerum of the Deposit as provided in
Paragraph (e), Section 3 of Pmt I hereof, neither CHESTER RDA nor BUYER shall have any
ftlliher rights against or liability to the other under the AGREEMENT.

SEC. 703 Termination bv CHESTER RnA Prior to Conveyance.

In the event that:

(a) prior to conveyance of the Property to BUYER and in violation of the AGREEMENT

(i) BUYER (or any successor in interest) assigns or attempts to assign the
AGREEMENT or any rights therein, or in the Property, to a third party that is
neither BUYER's corporate parent, affiliate, or subsidiary (provided however that
BUYER entering into a lease with FC Pennsylvania Stadium, LLC consistent with
the terms of this AGREEMENT shall not constitute a violation of this
AGREEMENT); or

(ii) there is any material change in the ownership of BUYER or with respect to the
identity ofthe parties in control of BUYER or the degree thereof; or

(b) BUYER does not cause FC Pennsylvania Stadium, LLC to submit Construction
Plans, as required by the Lease and Development Agreement attached hereto as
Exhibit "B";

(c) BUYER does not pay the Purchase Price and take title to the Property upon tender of
conveyance by CHESTER RDA pursuant to the AGREEMENT, and if any default or
failure referred to in subdivisions (b) and (c) of this Section 703 shall not be cured
within forty-five (45) days after the date of written demand by CHESTER RDA.

8
then the AGREEMENT, and any tights of BUYER, or any assignee or transferee, in the
AGREEMENT, or arising therefrom with respect to CHESTER RDA or the Property shall, at the
option of CHESTER RDA, be terminated by CHESTER RDA, in which event, as provided in
Paragraph (D), Section 3 of PaIt I hereof, the Deposit shall be retained by CHESTER RDA as
liquidated damages and as its property without any deduction, offset, or recoupment whatsoever,
and neither BUYER (or assignee or transferee) nor CHESTER RDA shall have any further rights
against or liability to the other under the AGREEMENT.

SEC. 704 Revesting Title in CHESTER RnA Upon Happening of Event

Subsequent to Conveyance to BUYER.

A. BUYER agrees that it will cause FC Pennsylvania Stadium, LLC to complete the
Stadium Improvements within the time provided in the Lease and Development Agreement
attached hereto and incorporated herein as Exhibit "B".

B. In the event that subsequent to the conveyance of the Property or any part thereof to
BUYER and prior to completion of the Stadium Improvements:

(a) BUYER (or successor in interest) shall default in or violate its obligations with
respect to the construction of the Stadium Improvements (including the nature and the
dates for the beginning and completion thereof), or any of the other tenns of this
AGREEMENT, or shall allow the abandonment or substantial suspension of
construction work, and any such default, violation, abandonment, or suspension shall
not be cured, ended, or remedied within 45 days, if the default is with respect to the
date for completion of the Stadium Improvements) after written demand by
CHESTER RDA so to do; or

(b) BUYER (or successor in interest) shall place thereon any encumbrance or lien
unauthorized by the AGREEMENT or the Lease and Development Agreement
attached hereto and incorporated herein as Exhibit "B", or shall suffer any levy or
attachment to be made, or any materialmen's or mechanics' lien, or any other
unauthorized encumbrance or lien to attach, and such taxes or assessments shall not
have been paid, or the encumbrance or lien removed or discharged or provision
satisfactory to CHESTER RDA made for such payment, removal, or discharge,
within thirty (30) days after written demand by CHESTER RDA so to do; or

(b) There is, in violation of the AGREEMENT, any unauthorized transfer of the Property
or any part thereof, and such violation shall not be cured within forty-five (45) days
after written demand by CHESTER RDA to BUYER,

then CHESTER RDA shall have the right to re-enter and take possession of the Property and to
terminate (and revest in CHESTER RDA) the estate conveyed by the Deed to BUYER, it being
the intent of this provision, together with other provisions of the AGREEMENT, that the
conveyance of the Property to BUYER shall be made upon, and that the Deed shall contain, a
condition subsequent to the effect that in the event of any default, failure, violation, or other
action or inaction by BUYER specified in subdivisions (a), (b), and (c) of this Section 704,

9
failure on the part of BUYER to remedy, end, or abrogate such default, failure, violation, or
other action or inaction, within the period and in the manner stated in such subdivisions,
CHESTER RDA at its option may declare a termination in favor of CHESTER RDA of the title,
and of all the rights and interests in and to the Property conveyed by the Deed to BUYER, and
that such title and all rights and interests of BUYER, and any assigns or successors in interest to
and in the Property, shall revert to CHESTER RDA; Provided. THAT (1) SUCH REMEDY
MAY ONLY BE EXERCISED (IF AT ALL) IF THE MAJOR LEAGUE SOCCER
FRANCHISE APPLICABLE TO FC.PENNSYLVANIA STADIUM, LLC OR ITS AFFILIATE
IS TERMINATED, and (2) SUCH REMEDY MAY ONLY BE EXERCISED (IF AT ALL)
BEFORE DELAWARE COUNTY'S BONDS ARE ISSUED AND SPENT ON THE
IMPROVEMENTS.

C. Notwithstanding any other provision contained herein to the contrary, in the event that
subsequent to the conveyance of the Property or any part thereof to BUYER, the BUYER and
FC Pennsylvania Stadium, LLC fail to deliver to the CHESTER RDA within forty-five (45) days
of the date of Closing on the Property herein a fully executed set of the Lease and Development
Agreement attached hereto as Exhibit "B", then CHESTER RDA shall have the right to re-enter
and take possession of the Property and to telminate (and revest in CHESTER RDA) the estate
conveyed by the Deed to BUYER. The Deed shall contain a condition subsequent to the effect
that in the event of any failure to deliver the fully executed Lease and Development Agreement
to the CHESTER RDA, then the CHESTER RDA, after giving BUYER ten (10) days notice and
opportunity to cure, and if such failure to deliver persists after the expiration of the cure period,
may declare a termination in favor of CHESTER RDA of the title, and of all the rights and
interests in and to the Property conveyed by the Deed to BUYER, and that such title and all
rights and interests of BUYER, and any assigns or successors in interest to and in the Propelty,
shall revert to CHESTER RDA.

D. In addition to, and without in any way limiting CHESTER RDA's rights of reentry as
provided for in the preceding sentence, CHESTER RDA shall have the right to retain the
Deposit, as provided in Paragraph (D), Section 3 of Part I hereof, without any deduction, offset
or recoupment whatsoever, in the ev.ent of a default, violation or failure of BUYER as specified
in the preceding sentence.

SEC. 705 Resale of Reacquired Property; Disposition of Proceeds.

Upon the revesting in CHESTER RDA the title to the Property or any part thereof as
provided in Section 704, CHESTER RDA shall, pursuant to its responsibilities under State law,
use its best efforts to resell the Property or part thereof (subject to such m011gage liens and
leasehold interest as in Section 704 set forth and provided) as soon and in such manner as
CHESTER RDA shall find feasible and consistent with the objective of such law to a qualified
and responsible party or parties (as determined by CHESTER RDA) who will assume the
obligation of making or completing the Stadium Improvements or such other improvements in
their stead as shall be satisfactory to CHESTER RDA and in accordance with the uses specified
for such Property or part thereo f Upon such resale of the Propelty, the proceeds thereof shall be
applied:

10
 (a) First, to reimburse CHESTER RDA on behalf of itself and all others claiming under
CHESTER RDA for all costs and expenses incurred by CHESTER RDA, including
but not limited to salaries of personnel, in connection with the recapture,
management, and resale of the Property or part thereof (but less any income delived
by CHESTER RDA from the Property or part thereof in connection. with such
management); all taxes, assessments, and water and sewer charges with respect to the
Property or part thereof (or, in the event the Property is exempt from taxation or
assessment or such charges during the period of ownership thereof by CHESTER
RDA, an amount, if paid, equal to such taxes, assessments, or charges (as determined
by the City assessing official) as would have been payable if the Property were not so
exempt); any payments made or necessary to be made to discharge any encumbrances
or liens existing on the Property or part thereof at the time of revesting of title thereto
in CHESTER RDA or to discharge or prevent from attaching or being made any
subsequent encumbrances or liens due to obligations, defaults, or acts of BUYER, its
successors or transferees; any expenditures made or obligations incurred with respect
to the making or completion of the Stadium Improvements or any part thereof on the
Property or part thereof; and any amounts otherwise owing to CHESTER RDA from
BUYER and its successor or transferee; and

(b) Second, to reimburse BUYER, its successor or transferee, up to the amount equal to
its out of pocket expenses and the outstanding bond repayments

Any balance remaining after such reimbursements shall be retained by CHESTER RDA as its
property.

SEC. 706 Other Rights and Remedies of CHESTER RDA; No Waiver bv Delav.

CHESTER RDA shall have the right to institute such actions or proceedings as it may
deem desirable for effectuating the purposes of this Article VII, including also the right to
execute and record or file among the public land records in the office in which the Deed is
recorded a written declaration of the termination of aU the right, title, and interest of BUYER,
and (except for such individual parts or parcels upon which construction of that part of the
Improvements required to be constructed thereon has been completed in accordance with the
AGREEMENT, and for which a certificate of completion as provided in Section 307 hereof is to
be delivered, and subject to such mortgage liens and leasehold interest as provided in Section
704 hereof) its successors in interest and assigns, in the Property, and the r.evesting of title
thereto in CHESTER RDA; Provided, That any delay by CHESTER RDA in instimting or
prosecuting any such actions or proceedings or otherwise asserting its rights under this Article
VII shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way
(it being the intent of this provision that CHESTER RDA should not be constrained (so as to
avoid the risk of being deprived of or limited in the exercise of the remedy provided in this
Section because of concepts of waiver, laches, or otherwise) to exercise such remedy at a time
when it may still hope otherwise to resolve the problems created by the default involved); nor
shall any waiver in fact made by CHESTER RDA with respect to any specific default by
BUYER under this Section be considered or treated as a waiver of the rights of CHESTER RDA
with respect to any other defaults by BUYER under this section or with respect to the paI1icuiar
default except to the extent specifically waived in writing.

11
 SEC. 707 Enforced Delav in Performance for Causes Beyond Control of Party.

For the-purposes of any Qfthe provisions of tile AGREEMENT, neither CHESTER RDA
nor BUYER, as the case may be, nor any successor in interest, shall be considered in breach of,
or default in, its obligations with respect to the preparation of the Property for development, or
the beginning and completion .of construction of the Improvements, or progress in respect
thereto, in the event of enforced delay in the perfonnance of such obligations due to
unforeseeable causes beyond its control and without its fault or negligence, including, but not
restricted to, acts of God, acts of the public enemy, acts of the Federal Government, acts of the
other party, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, and unusually
severe weather or delays of subcontractors due to such causes; it being the purpose and intent of
this provision that in the event of the occurrence of any such enforced delay, the time or times
for performance of the obligations of CHESTER RDA with respect to the preparation of the
Property for development or of BUYER with respect to construction of the Improvements, as the
case may be, shall be extended for the period of the enforced delay as determined byCHESTER
RDA: Provided,· That the party seeking the benefit of the provisions of this Section shall, within
ten (l0) days after the beginning of any such enforced delay, have first notified the other party
thereof in writing, and of the cause or causes thereof, and requested an extension for the period
of the enforced delay.

SEC. 708 Rights and Remedies Cumulative.

The rights and remedies of the parties to the AGREEMENT, whether provided by law or
by the AGREEMENT, shall be cumulative, and the exercise by either party of anyone or more
of such remedies· shall not preclude the exercise by it, at the same or different times, of any other
such remedies for the same default or breach or of any of its remedies for any other default or .
breach by the other party. No waiver made by either such party with respect to the performance
or maImer or time thereof, or any obligation of the other party or any condition to its own
obligation under the AGREEMENT shall be considered a waiver of any rights of the party
making the waiver with respect to the particular obligation of the other party or condition to its
own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in
any respect in regard to any other rights of the party making the waiver or any other obligations
of the other party.

SEC. 709 Party in Position of Suretv With Respect to Obligations.

BUYER, for itself and its successors and assigns, and for all other persons who are or
who shall become, whether by express or implied assumption or otheIWise. liable upon or subject
to any obligation or burden under the AGREEMENT, hereby waives, to the fullest extent
permitted by law and equity, any and all claims or defenses otheIWise available on the ground of
its (or their) being or having become a person in the position of a surety, whether real, personal,
or otheIWise or whether by agreement or operation of law, including, without limitation on the
generality of the foregoing, and any and all claims and defenses based upon extension of time,
indulgence, or modification of terms of contract.

12
ARTICLE VIII. MISCELLANEOUS

SEC. 801 Conflict of Interest; CHESTER RnA Representatives Not Individuallv

Liable.

No member, official, agent, or employee of CHESTER.RDA shall helVe any personal

interest, direct or indirect, in the AGREEMENT, nor shall any such member, official or
employee participate in any decision relating to the AGREEMENT which affects his personal
interest or the interest of any corporation, partnership, or association in which he/she is directly
or indirectly, interested. No member, official, agent or employee of CHESTER RDA shaH be
personally liable to BUYER, or any successor in interest, in the event of any default or breach by
CHESTER RDA or for any amount which may become due to BUYER or successor or on any
obligations under the terms of the AGREEMENT.

SEC. 802 Equal Emplovment Opportunity.

BUYER, for itself and its successors and assigns, agrees that during the construction of
the Improvements provided for in the AGREEMENT:

(a) BUYER will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national Oligin. BUYER will take affirmative
action to ensure that applicants are employed, and the employees are treated during
employment, without regard to their race, color, religion, sex, or national origin.
Such action shall include, but not be limited to, the following: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or
termination; rates of payor other forms of compensation; and selection for training,
including apprenticeship. BUYER agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by CHESTER
RDA setting f01th the provisions of this nondiscrimination clause.

(b) BUYER will, in all solicitations or advertisements for employees placed by or on

behalf of BUYER, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.

SEC. 803 Provisions Not Merged With Deed.

None of the Provisions of the AGREEMENT are intended to or shall be merged by

reason of any deed transferring title to the Property from CHESTER RDA to BUYER or any
successor in interest, and any such deed shaH not be deemed to affect or impair the provisions
and covenants of the AGREEMENT.

SEC. 804 Titles of Articles and Sections.

13
 Any titles of the several pmis, Aliicles, and Sections of the AGREEMENT are inserted
for convenience of reference only and shall be disregarded in construing or interpreting any of its
provisions.

SEC. .805 Resolution of Anv Direct Conflict in Interpretation between

Redevelopment and Sale Agreement and Lease and Development Agreement. If any
provision contained in this AGREEMENT directly conflicts with a provision, definition, or
condition contained in the Lease and Development Agreement attached hereto and incorporated
herein as Exhibit "B", then the latter shall control and be given full force and effect.

CHESTER RDA

Redevelopment Authority of the City of Chester

David N. Sciocchetti, Executive Director

Redevelopment Authority of the City of Chester

BUYER

Attest: Delaware County

Chester Waterfront
Industrial Development Authority

.( /)1 __

Print name and title

14
 Exhibit "A"

Attach Legal Description for approx. 6.67 acre parcel

Attach Legal Description for approx. 4.5796 acre parcel

Attach Legal Description for approx. 15.8149 acre parcel

11
 EXHIBIT ".l\"

Description and Recital

ALL THAT CERTAIN parcel of land thereto Situate in the City of Chester, County of Delaware, State
of Pennsylvania, shown on a Plan of Lots for Rivertown Developers, LP prepared by Catania
Engineering Associates, Inc., Consulting Engineers, Milmont Park, Pennsylvania, dated December 12,
2000 last revised March 6, 200 1 and recorded in Plan Volume 21 page 273, bounded and described 2S
follows, to wit:-

BEGINNING at a point, said point being measured South 35 degrees 41 minutes 21 seconds East 40.00
feet from the Southwestern intersection of the rights of way of Reaney Street (60 fee't wide) al)d
Delaware Avenue (60 feet wide); thence extending from said beginning point (1) South 35 degrees 41
minutes 21 seconds East 872.49 feet to a point in and along the approved bulkhead line of the Delaware
River; (2) South 51 degrees 17 minutes 36 seconds West 330.37 feet to a point; thence (3) leaving said
line, North 35 degrees 41 minutes 21 seconds West 889.88 feet to a point; thence (4) North 54 degrees
18 minutes 39 seconds East 329.91 feet to the fU"st mentioned point and place of beginning.

BEING Lot #1.

CONTAINING 6.67 Acres of land more or less.

BEING Folio #49-10-00601-00.

 Exhibit A

Legal Description of Property

ALL THAT CERTAIN parcel ofland with improvements erected thereon situate
in the City of Chester, County ofDelav,Tare and Commonwealth of Pennsylvania
as shown on the "Plat of Conveyance, Subdivision of Delaware River Port
Authority Parcel for the Redevelopment Authority of the City of Chester"
prepared by Rummel, Klepper & Kahl, LLP, Consulting Engineers, Norristown,
Pa, Project No. 107-091, dated 11126/2008 and recorded ..J2008 in Plan
Book _ _ page 0234 as follows to wit:
00032
PARCEL1B

BEGINNING for the same at the point of intersection of the Southerly right of
way line of Delaware Avenue, having a right of way width of 60.00 feet, with a
coordinate of North 191,463.18. East, 2.634,485.93, said point being designated
as poim 558; thence depaning said point so fixed and binding on (he line of
division between Parcel lA and 1B as shown on a plat entitled Commodore Barry
Blidge, Plan of Survey Drawing S0305, dated 1/] 8/2004 with a meridian
reference to the State of Pennsylvania Grid (NAD 83/92, South), as now
surveyed,

1) Southeasterly 425.78 feet along the arc of a curve to the right, having a radius
of 15,287.82 feet, subtended by a chord of South 40° 06' 27" East, 425.77 feet;
thence

2) South 40° 54' 19" East, 473.05 feet to intersect with the bulkhead line along the
Delaware River as shown on a plat of the Corps of Engineers entitled "Delaware
River Harbor Lines, Marcus Hook, PA to Philadelphia, PA, dated September 6,
1940, Sheet] of 6"; thence binding on said bulkhead line

3) South 51 ° 16' 33" West, 260.63 feet to intersect with the Easterly right of way
of Reaney Street as shown on aforesaid Commodore Barry Bridge, Plan of
Survey; thence binding on said right of way line

4) North 35° 44' 28" West, 909.33 feet to intersect with the aforesaid Delaware
Avenue; thence binding thereon

5) North 54° 17' 29" East, ] 85.28 feet to the point ofbeginniDg.

CONTAINll\-G 199,486 square feet or 4.5796 acres of land, more or Jess.

Delaware County
BEING FOLIO #- A }X>rtion of Tax Folio 49-09-00780-00 and
Tax Map
 BEING AS TO PART the same premises which Delaware River Ferry
Company, by Deed dated 04/30/1965 and recorded 05/0411965
in Delaware County at Record Book 2205 page 386, granted and conveyed unto
Delaware River Port Authority, a Public Corporate Jnstrumentality of the
Commonwealth of Pelllisylvania and the State of New Jersey, in fee.

BEING AS TO PART the same premises which City of Chester, a Municipal

Corporation, by Deed dated 03/19/1975 and recorded 04/24/1975
in Delaware County at Record Book 2533 page 645, granted and conveyed unto
Delaware River Port Authority, a Public Corporate Instrumentality of the
Commonwealth of Pennsylvania and the Stale of New Jersey, in fee.

I
-_.-- _.- -- - - - I
--- - - - .. _------- - - - - - - ---_._- - - --_.
 EXHIBIT A

BEGINNING for the same at the point of intersection of the Southerly right of way line of Delaware
Avenue, having a right of way width of60.00 feet, and the Westerly right of way line of Norris Street,
having a right of width of 60.00 feet, having a coordinate of North 192,349.69, East 2,635,719.67;
thence departing said point so fixed with a meridian reference to the Commonwealth of Pennsylvania
Grid (NAD 83/92 South) and binding on the Westerly right of way line of Norris Street, as now
surveyed, (l) South 35 degrees 41 minutes 56 seconds East, 819.94 feet to intersect with the bulkhead
line of the Delaware River as shown on a Plat of the Corps of Engineers entitled "Delaware River
Harbor Lines, Marcus Hook, Pennsylvania to Philadelphia, Pennsylvania, dated September 6, 1940,
Sheet 1 of 6"; thence binding on said bulkhead line (2) South 51 degrees 15 minutes 2.6 seconds West,
1,182.52 feet; thence departing said bulkhead line and binding on the line of division with the land of the
Chester Parking Authority as recorded in the Office of the Recorder of Deeds and for the County of
Delaware, Pennsylvania in Record Book Volume 2380 Page 215 (3) North 35 degrees 44 minutes 28
seconds West, 331.97 feet; thence departing said line of division so as to cross and include a portion of
land PECO Energy Company for a new line of division (4) North 54 degrees 18 minutes 26 seconds
East, 45.00 feet; thence (5) South 70 degrees 19 minutes 05 seconds East, 39.69 feet; thence (6) North
88 degrees 22 minutes 10 seconds East, 50.95 feet; thence (7) North 52 degrees 48 minutes 05 seconds
East, 152.74 feet; thence (8) North 19 degrees 59 minutes 53 seconds East, 118.06 feet; thence (9) North
53 degrees 48 minutes 54 seconds East, 192.95 feet; thence (10) North 35 degrees 41 minutes 56
seconds West, 499.12 feet; thence (11) North 54 degrees IS minutes 04 seconds East, 7.18 feet; thence
(12) NortD 35 degrees 41 minutes 56 seconds West, 40.67 feet to intersect with the aforesaid Delaware
Avenue; thence binding thereon (13) North 54 degrees 18 minutes 04 seconds East, 621.01 feet to the
point of beginning.

CONTAINING 688,898 square feet or 15.8149 acres of land, more or less.

BEING u portion of the lands ofPECO Energy Company as recorded in the OtIice of Recorder of Deeds
in and for the County of Delaware, Pennsylvania in Record Book Volume Y-14, Page 570, Record Book
Volume T -10, Page 94 and Record Book Volume S-l 0, Page 263, AND the said properties, being
currently vacant, unproductive and unused by PECO to provide utility service, are being donated to the
Redevelopment Authority of the City Chester pursuant to a Donation Agreement covering the gifting
and conveyance of those lands.

BEING part of the same premises which Electric Realty Corporation by Deed dated 1129/1946 and
recorded 2/4/1946 in Delaware County in Deed Book 1320 Page 154 conveyed unto Philadelphia
Electric Company.

BEING part of the same premises which Elizabeth K. Morris by Deed dated 8/21/1946 and recorded
9/13/1946 in Delaware County in Deed Book 1365 Page 378 cunveyed unto Philadelphia Electric
Company.

AND by various mergers, the Philadelphia Suburban Gas and Electric Company is now known as PECO
_ _Company.
---._---
-.- ----- -- - - - ------ - - -----
 k; Ia,·+- g
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4
I

Ii
l
I

25/ RNERwALK
EASEMENT .

EXHIBIT

III
DELAWARE RNER
I tit> 8x. L GREEN
LEASED AREA
V3108 SCALE I' /W
 <I '

, .,
, SQCCER'
, STADIUM>'
',:' .'

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.
<I
, <I

N/F
ARE
ORT
RITY
A)

DELAWARE POB BOAT-

RIVER RAMP & PLAZA
LEASED AREA
GRAPHIC SCALE GENERAL NOTES:
1. EXlSllNG CONDIl10NS TAKEN

i
50 0 25 FROM AN AllA PLAN
PREPARED BY RK&K
.. ! ENGINEERS & SURVEYORS
DAlEO MAY 7. 2006.
( IN FEET) 2. PLAN SHOWING PROPOSED
BOATRAMP & PLAZA AREA
1 inch 50 ft. TO BE LEASED TO THE CITY
FIELD BOOK PAGE S OF CHESlER.

AT RAJIP et PLAZA LEASED AREA Pennoni Associates Inc.

• lJurreron . PlazUJ.,...
SITUATED
CITY OF CHESTER
tslts UIVJn 8CrH1,
114ddOl! Be/6br.. N_ 1_,
sun. BC
0IJ063

oaAWARE COUNTY, PA,

SCALE: DRAWN BY: REVISIONS:

DATE:
........
1"= 50' LEL
APPROVED:
02/02/09 - PER

;,;";,;;,;;,,.......a-_ _--....-.....................
01/05/09 CLIENT COMMENTS
PROFESSIONAL LAND SURVEYOR UC. NO. I D EXHIBIT
.. to ti<.. "--'
('I
EXHIBIT E - RELOCATED RIVERWALK EASEMENT PLAN THAT FOLLOWS IS
THE LATEST AVAILABLE PLAN AS OF FEB. 13, 2009 AND IS SUBJECT TO
AMENDMENT TO BE APPROVED BY CITY OF CHESTER AND DELAWARE
COUNTY CHESTER WATERFRONT INDUSTRIAL DEVELOPMENT AUTHORITY
 r;:;

...

II
.....

12' WIDE 10' WIDE 12' WIDE

BITUMINOUS RIVERWALK BITUMINOUS BITUMINOUS
'00'
RIVERWALK RIVERWALK

CHESTER RIVERFRONT
'J:Jefaware J{iver LEGEND PROPOSED RELOCATED
lRIVERWALK EASEMANT PLAN
d 25' RIVERWALK CHESTER, PENNSYLVANIA

m EASEMENT
DAn JANUARY 2009
 EXHIBIT D

DRPA Agreement

PHL:5793543.18/FCPOOI-247606
 AGREEMENT OF SALE
/'
THIS AGREEMENT OF SALE ("Agreement") is made and dated -l..(_' _-=-.5--j/'----_, 2008,
BY AND BETWEEN:

The DELAWARE RIVER PORT AUTHORITY, a public corporate instrumentality of

the Commonwealth of Pennsylvania and the State of New Jersey, with a principal place of
business of One Port Center, 2 Riverside Drive, Camden, New Jersey 08101 (hereafter refen'ed
to as "DRPA"),

and

The REDEVELOPMENT AUTHORITY OF THE CITY OF CHESTER, a Pennsylvania

Redevelopment Authority, with a principal place of business of The Colony Building, 3T Floor,
511 Welsh Street, P.O. Box 497, Chester PA 19016 (hereafter referred to as "Buyer").

BACKGROUND

A. The DRPA owns and operates major transportation facilities between the State of
New Jersey and Commonwealth of Pennsylvania, including the Betsy Ross, Commodore Barry,
Benjamin Franklin, and Walt Whitman Bridges. DRPA is the owner of that certain tract of
ground containing approximately 4.6 acres in area, more or less, which tract of ground is a
portion of the DRPA's Commodore Barry Blidge facility, DRPA having purchased the property
as part ofDRPA acquisition of property to construct the Commodore Barry Bridge. The
property is described more specifically below in Paragraph 2 of the Agreement. DRPA leases
this property to the City of Chester under a long term Lease Agreement between the City of
Chester and DRPA dated March 1,2007 (the "City Lease") and the City operates and maintains
the property as a public park. .

B. FC Pennsylvania Stadium, LLC has been awarded a major league soccer franchise
and is undertaking to develop a stadium along the waterfront in Chester, Pennsylvania (the
"Stadium Project"). Buyer is undertaking efforts to assemble ground for the development of the
Stadium Project. Buyer currently owns or has property interests in property adjacent and
contiguous to DRPA property. The DRPA property is needed to complete the proposed stadium
and other improvements.

C. By Resolution number 08-075, the DRPA Board of Commissioners found that the
property is no longer needed for DRPA's public purposes and authorized the conveyance of the
propetty to Buyer as set forth herein. The parties hereto desire to set out under this Agreement
the terms and conditions as to the obligations and payments pertaining to the conveyance of real
estate.

NOW, THEREFORE, in consideration of the foregoing, and the covenants and

conditions set forth below, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:

1. Sale and Purchase. The DRPA hereby agrees to sell and convey, and Buyer

PHBF/640268.7
hereby agrees to purchase, upon the terms and conditions hereinafter set forth, the Prope11y as
defined below, together with all right, title, and interest of DRPA to the property.

2. Property. The tenn "Property" as used in this Agreement is defined as follows:

(a) land located in the City of Chester and County of Delaware, Pennsylvania
described generally as that certain parcel of land consisting of approximately 4.6 acres (more or
less) and bounded to the east by the Delaware River; to the north by the Commodore Barry
Bridge right of way; to the south by the bed of Reaney Street; and to the west by Delaware
Avenue.

A copy of the metes and bounds legal description of the property being conveyed is
attached hereto and hereby made a part hereof as Exhibit "A" and identified on the plan
entitled "Parcel To Be Conveyed" prepared by Pennoni Associates, Inc. dated September
15,2008, also attached hereto and hereby made a part hereof as Exhibit "B".

The Property is part of a larger parcel having the following Tax reference information:
Delaware County Tax Folio #49-09-00780-00 (Delaware County Map #49-20-895:000).

(b) all right, title, and interest of DRPA, if any, in and to land lying in the beds
of Reaney Street and all publicly dedicated streets, avenues, alleys or passages, opened or
proposed, bounding or abutting the Property;

(c) all right, title and interest of DRPA, if any, in and to any riparian rights
and submerged or partially submerged land appurtenant to the Property;

(d) all right, title and interest of DRPA, if any, to any easements, rights-of-
way or passageways appurtenant to and benefiting the Property;

(e) to the extent assignable, DRPA's interest in all utility, service, equipment,
maintenance and other contracts relating to the ownership, operation, maintenance or use of the
Property which Buyer desires to assume or take; and

(f) all other rights of the DRPA with regard to the Property being conveyed.

The remaining property retained by DRPA after the subdivision described in Section 18(a)(iv) is
a right of way retained by DRPA for the Commodore Barry Bridge.

3. Consideration.

(a) The total consideration to be paid by Buyer to DRPA for the Property
shall be Nine Hundred Thousand Dollars ($900,000), which amount shall be paid by Buyer to
DRPA in the following manner:

(i) One Hundred and Fifty Thousand Dollars ($150,000) to be paid

DRPA at Settlement; and

(i i) In lieu of payment of the balance of the purchase price at

2
Settlement, Buyer will provide to DRPA a promissory note (the "Note") in the amount of Seven
Hundred and Fifty Thousand Dollars ($750,000), which note shall be payable within one
hundred fifty (150) days from the date of the Settlement. Commencing on the date of Settlement
and continuing until the Note is paid in full, interest shall accrue on the outstanding and unpaid
principal balance of the Note at the fixed annual rate, which shall be the Prime Rate as published
in the Wall· Street Journal on the date of Settlement. The note shall be secured by a first
mortgage on the Property (the "Mortgage"). The fonn of Note and Mortgage will be reasonably
acceptable to the DRPA.

(b) Except as expressly set forth in this Section 3(b), Buyer, its successors and
assigns, shall own and have the unqualified right, exercisable in Buyer's sole discretion, to sell,
lease, control, permit, display, conduct or otherwise grant rights to place or construct adve11ising
signs, flags, banners, lighting or other commercial or non-commercial promotional ads, signs,
banners, flags or other designations including without limitation naming, "pouring rights," or
similar designation and rights of exclusivity and priority for the Stadium Project to be
constructed on the Property (collectively, "Buyer's Advertising Rights"). Buyer's Advertising
Rights shall include without limitation the right to construct and maintain on any part of the
Property or on any structures constructed on the Property, free standing signage, pylon signage,
flat wall, projecting or other mounted signage, lighting displays, scoreboards, scrolling letter
displays, street pole displays, light post banners and flags, sponsorship information, and logo,
directional and informational signage. All revenue derived from Buyer's Advertising Rights shall
be paid to and belong solely to Buyer. Notwithstanding the foregoing, in the event that Buyer
elects to construct or maintain or cause to be constructed or maintained on the Property any free
standing outdoor advertising signage (the "Shared Revenue Signage") that is used for the display
of advertising or promotional material other than:

(i) advertising or promotional material, including, without limitation,

signage, logos, or other materials related to entities with sponsorship, designation, pouring or
naming rights, attached to the Stadium structure or plazas, promenades or sidewalks appurtenant
thereto,

(ii) advertising or promotional material, including, without limitation,

sponsorship, designation, pouring and naming rights, located in the interior of the Stadium
structure,

(iii) adve11ising or promotional material that is restricted to directional

or similar signage identifying the Stadium or providing directions to the Stadium, or

(iv) the designation of an area using advertising or promotional

materials, including, without limitation, signage, logos or other materials related to entities with
sponsorship, designation, pouring or naming rights;

then in such event:

(A) Seller shall be entitled to receive fifty percent (50%) of the revenue paid with regard
to such Shared Revenue Signage provided that Buyer may deduct from gross revenue expenses
incurred for the utilities, maintenance expenses, and insurance expenses related to the said

3
advertising structure (Buyer shall furnish to Seller an annual accounting of such revenue and
expenses, including supporting documentation such as copies of Shared Revenue Signage leases,
utility bills, etc.) and

(B) Seller shall have the right to approve the proposed location, size, and content of such
Shared Revenue Signage, which approval shall not be unreasonably delayed, conditioned or
withheld. The parties agree that all signage, whether Shared Revenue Signage or otherwise, shall
comply with the applicable laws and regulations of the City of Chester and the Commonwealth
of Pennsylvania. The provisions of this Section 3(b) shall survive Settlement as long as the
Stadium Project exists on the Property.

4. Settlement Time and Place. Settlement for the sale and purchase of the Property
shall take place at the offices of Buyer's legal counsel in Media, Delaware County,
Pennsylvania, on or before the later of (a) November 17,2008, or (b) within five (5) days of the
approval of the subdivision described in Section 18(a)(iv), between the hours of 9:00 a.m. and
5:00 p.m., said time for Settlement being of the essence. If Buyer waives the condition precedent
set forth in Section 18(a)(iv) (which waiver is at Buyer's sole discretion and must be in a writing
signed by Buyer to be effective), the parties agree that Settlement shall occur within five (5) days
of written notice from Buyer to DRPA of such waiver, provided however that in the event of
such waiver, the condition precedent in Section 18(a)(iv) shall become a condition subsequent to
Settlement, which must be satisfied within one hundred twenty (120) days after Settlement
(unless such time is extended by mutual agreement of DRPA and Buyer as evidenced by
writing(s) signed by the parties), otherwise Buyer shall have the right to sell the Property back to
DRPA pursuant to the procedure set forth in Section 17(a). Buyer expressly acknowledges that
terminating this Agreement shall be one of DRPA's remedies in the event Buyer's actions or
. omissions in violation of this Agreement prevent Settlement from occurring as scheduled.

5. Deposit. There shall be no deposit paid by-Buyer.

6. Quality and Insurability of Title: Restrictions: DRPA Disclaimers.

(a) The title to be transferred shall be good and marketable title of record and
insurable at regular rates by a reputable title insurance company authorized to do business in
Pennsylvania.

(b) DRPA shall not be obligated to make any warranty as to the status or
quality of DRPA's title and it does not do so herein. Notwithstanding the foregoing, except with
respect to this Agreement, the City Lease, and the easement granted in favor of the City of
Chester, DRPA represents that it has not conveyed, pledged or otherwise transferred the
Property, and the title is free and clear of all encumbrances, including, but not limited to, liens
and assessments. Title shall be subject to all existing utility easements and restrictions of record,
if any, a deed restriction with an environmental covenant substantially in the form of Exhibit "C"
. hereto, and those items which are set forth on Exhibit "D" attached herelo and made a pmt hereof
(the "Permitted Exceptions"). The DRPA states that to the best of its knowledge and subject to
such state of facts as an accurate survey may disclose, all buildings and other improvements on
the Property are within its boundary lines and no improvements on adjoining properties extend
across the boundary lines of this Property.

4
 (c) DRPA has agreed to sell the Property to Buyer on the condition that the
Property will not be used for gaming activities. Buyer also agrees to grant DRPA an easement to
pennit DRPA to enter a thirty (30) foot wide portion of Property bounded to the north by the
Commodore Barry Bridge right of way, to the east by the Delaware River, to the west by
Delaware Avenue and to the south by a line running parallel to the Commodore Barry Bridge
right of way located thirty (30) feet to the south of such tight of way, for the purpose of
operating, repairing, rebuilding, modifying, maintaining or otherwise accessing the Commodore
Barry Bridge facility; provided, that (a) except in the case of emergencies, in which event notice
shall be provided as soon as practicable, DRPA shall provide Buyer or its designee with
reasonable advance notice of the use of such easement and (b) DRPA agrees to cooperate with
Buyer and its designees to coordinate access to the easement area so as to minimize any
interference with the normal use of the Property and DRPA shall restore any improvements that
required modification or change to accommodate such access to pre-access conditions. Buyer
agrees to reasonably cooperate with DRPA in the event of an emergency or other extraordinary
circumstance to provide DRPA with access to other portions of the Property for the purpose of
operating, repairing, rebuilding, modifying, maintaining or otherwise accessing the Commodore
Barry Bridge facility; provided, that in no event shall DRPA's access interfere with the operation
of the Stadium Project. In connection with any emergency access provided to DRPA pursuant to
this Section, DRPA agrees to use reasonable eff0l1s to minimize any interference with the
normal use of the Property and DRPA shall restore any improvements that required modification
or change to accommodate such access to pre-access conditions. DRPA shall indemnify and
hold Buyer harmless from all loss, cost, damage, claims, expenses, orders, judgments, liens and
liabilities of any kind or nature which arise or may arise as a result of DRPA's (including
DRPA's successors', assigns', agents' , and/or contractors') acts or omissions in connection with
the use of the easement area or any portion of the Property in connection with the operating,
repairing, rebuilding, modifying, maintaining or otherwise accessing the Commodore Barry
Bridge facility.

(d) Buyer shall have an opportunity to conduct an investigation into the

environmental condition of the Property as set forth in section 8 of this Agreement, and has
agreed to accept the Property "AS IS," subject to all existing environmental, surface and
subsurface conditions and faults, known and unknown and whether or not discovered by such
investigation. Title will include an acknowledgement regarding historic hazardous substance
and/or hazardous waste disposal activities under the Pennsylvania Solid Waste Management Act
or the Pennsylvania Hazardous Sites Cleanup Act and lor other applicable law, as well as a deed
restriction with an environmental covenant substantially in the form of Exhibit "C" hereto.
Buyer agrees not to rely upon the absence of any such acknowledgment in the deed for the
Property.

(e) If the DRPA is unable to convey title to the Property in accordance with
the requirements of this Agreement, Buyer may elect to accept such title as DRPA may convey,
in which case title shall close, but without any abatement or reduction of the purchase price and
without any liability on the part of DRPA to Buyer or any person claiming by or through Buyer,
as a result thereof. If Buyer does not so elect, the sole remedy shall be to cancel the Agreement,
in which case the Agreement shall be rendered null and void and the parties shall have no further
liability to each other.

5
 (f) At Settlement, DRPA will deliver to Buyer a deed restnctlOn with an
environmental covenant substantially in the form of Exhibit "C" and DRPA shall convey
DRPA's interest in the Property by quitclaim deed in the form to be agreed by the Parties plior to
closing (the "Deed"). The Deed to be delivered shall contain a deed restriction prohibiting the
use of the Property for gaming activities and/or adult entertainment uses, and a provision
authorizing the DRPA, its successors, and assigns to pursue equitable remedies, including but not
limited to obtaining an injunction to prevent violation of such restrictions and covenants. In
addition, DRPA will deliver possession of the Property to Buyer free and clear of all leases,
tenancies, and occupancies, except those identified in the Permitted Exceptions.

7. Settlement Costs: Apportionment at Settlement. Each party shall pay its own
attorneys' fees. The cost of title insurance, realty transfer taxes, if any, and recording taxes, if
any, shall be paid by Buyer. There shall be no apportionment of real estate taxes because the
Property is presently exempt from such taxes. DRPA will pay all water and sewer charges, if
any, applicable to the Property for periods prior to the date of Settlement.

8. Condition of Property, and Pre-Settlement Inspection.

(a) Buyer shall take the Property "AS IS" and in its present condition, status
and state of repair, whatever the same shall be. DRPA shall not be liable for or bound in any
manner by, and Buyer agrees not to rely upon, any oral or written statements or representations,
express or implied, made by DRPA, its agents or representatives, relating to the Property or any
condition on or affecting the Property, except for the representations expressly set forth herein.

(b) Buyer has until 5:00 p.m. Eastern Standard Time on the fifteenth (15 th )
day after the date this Agreement is fully executed to inspect and review, at Buyer's sole cost and
expense, all matters relating to the Property, including the physical and environmental condition
of the Property, the availability and adequacy of utilities servicing the Property, the state of title
and the status of any permits and approvals. Unless Buyer and DRPA have gone to Settlement
prior to the end of such fifteen (15) day period, Buyer may terminate this Agreement at the end
of such fifteen (15) day period by written notice to DRP A. DRPA shall provide reasonable
access to the Property to Buyer and. Buyer's agents and employees and DRPA shall make
available to Buyer non-security sensitive documents in DRPA's possession relati?g to the current
operations of Property (but not including operation of the Commodore Barry Bridge) at the
offices of DRPA by appointment during normal business hours. Buyer will notify the
Commodore Barry Bridge Manager prior to entering on to the Property.

(c) Any worker compensation immunity provisions notwithstanding, as

between Buyer and DRPA, Buyer is solely responsible for all damage or loss of any kind or
nature whatsoever, whether to persons or to property, which may arise as a result of or otherwise
because of the acts or omissions of Buyer, its employees or agents in connection with the
inspection and review of the Property and Buyer shall repair any damage occasioned by such
review to the same condition the Property was in prior to such inspection and review. Buyer
does hereby indemnify and hold DRPA harmless as set forth in Section 16 below. Prior to
entering the Property, Buyer will provide DRPA with certificates of insurance evidencing
commercial general liability insurance in standard form for both DRPA and Buyer in the
amounts of $1,000,000.00 single limits for personal injury and property damage. Buyer's

6
indemnification and insurance obligations with respect to its inspection and restoration of
damages hereunder shall survive the Settlement or the termination of this Agreement pursuant to
its provisions for a period of two (2) years, or one day longer than the longest running statute of
limitations for an indemnified claim, whichever occurs later. Any consultant or contractor
performing any environmental testing on the Property prior to Settlement shall also carry not less
than $1,000,000 per occurrence consultant environmental liability coverage and DRPA shall be
an additional insured on such policy. Copies of certificates of insurance documenting such
coverage and naming DRPA as an additional insured shall be produced to DRPA prior to an
activity on the Property. The Property shall be repaired as nearly as is possible to its original
condition at the conclusion of any such inspection or testing by the Buyer, its agents, contractors
or employees.

(d) Buyer acknowledges that neither the DRPA, nor its agents and
representatives have made any promises to alter or improve the Property or otherwise prepare the
Property or any part thereof for Buyer's investigations or post-Settlement uses, whatever the
same may be, and DRPA and its agents and representatives make no, and specifically negate and
disclaim any representation, warranty or guaranty, express or implied, oral or written, in fact or
arising by operation of law, as to or concerning the Property, including, without limitation, the
state of any environmental or subsurface conditions or the suitability of the Property for any of
Buyer's purposes whether or not disclosed to DRPA; except for the representations expressly set
forth herein. To the extent any such representations, warranties, guaranties have been made and
are not expressly set forth in this Agreement, DRPA specifically rescinds and disclaims them.
Encompassed within the scope of the foregoing disclaimer are the following (without limitation):
health, safety or environmental matters (including, but not limited to the presence of hazardous
materials), accessibility for disabled persons, the compliance with any applicable laws, the
nature, quality, or usability thereof, the use or uses or activities to which the same or any part
thereof may be put, the state of title, availability of utilities, locations of structures; driveways,
and lot line, or any similar matter affecting or relating thereto. Buyer acknowledges that except
for any representations of DRPA expressly provided in this Agreement, Buyer will rely on its
own investigation, examination, and analysis and decisions in entering into this Agreement, and
will not rely upon any oral or written statement of DRPA.

9. Environmental Matters.

(a) Without representation or warranty except as expressly set forth herein,

DRPA has provided to Buyer a copy of a Final Report under the Pennsylvania Land Recycling
and Environmental Remediation Standards Act, 35 P.S. §6026.l01 et seq. ("Act 2") respecting
. the Property prepared for the City of Chester by RT Environmental Services as part of the Barry
Bridge Park improvement project previously undertaken by the City of Chester on the Property.
The Act 2 Final Report contains information about certain environmental conditions on or
affecting the Property, including soil and subsurface conditions of the Property ("Environmental
Report"). DRPA has also provided Buyer a copy of an approval letter issued by the
Pennsylvania Department of Environmental Protection ("DEP") with respect to the
Environmental Report, confirming that the City of Chester and DRPA are entitled to liability
protection under Act 2. Buyer hereby acknowledges receipt of copies of the Environmental
Report and the DEP approval letter. DRPA represents to Buyer that DRPA has no knowledge of
. any DRPA action which has resulted in, any violation of the Environmental Report or the DEP

7
approval letter. DRPA makes no representation as to the activities of DRPA's tenant, the City of
Chester, or its invitees, with respect to the Property, the Environmental Report, DEP approval
letter, or any other matter.

(b) Notwithstanding anything to the contrary set forth in any other agreement
regarding the Property to which Buyer or DRPA are parties:

(i) Buyer agrees that it shall comply in all respects with the terms and
conditions of the Environmental Report and DEP approval letter. Buyer shall be solely and
completely responsible for satisfying any and all obligations under the Environmental Report and
DEP approval letter to which any of the DRPA or Buyer is or may be subject. Buyer's obligation
set forth in this subsection shaH survive settlement and bind Buyer for as long as Buyer is the
owner of the Property and thereafter shaH bind all assignees and/or succeeding owner(s) of the
Property.

(ii) Buyer shall provide the DEP with prior written notice of the
intended redevelopment of the Property (and easement area), as may be required by the DEP
approval letter or applicable law, including the environmental covenant to be submitted to DEP
(or such final version of the environmental covenant as Seller and Buyer (and DEP if applicable)
have agreed upon), and otherwise comply with the requirements of the approval letter and
environmental laws. Buyer and DRPA agree the environmental covenant in substantially the
form attached hereto as Exhibit "C" shall be recorded by Buyer's title company immediately
before the recording of the Deed to the Property. If DEP has not had sufficient time to execute
such environmental covenant by the Settlement, but within forty-five (45) days after
Settlement agrees to execute the environmental covenant, the parties agree that they will
cooperate to cause the title company to record an environmental covenant executed by DEP.

. (iii) Buyer agrees that nothing contained in this Agreement of Sale

shall operate to limit or detract from the liability protections afforded to DRPA or Buyer under
the Act 2 process or any other applicable laws, including, without limitation, the Economic
Development Agency, Fiduciary and Lender Environmental Liability Protection Act, 35 P.S.
§6027.1 et seq. and Act 2.

(c) Upon Settlement pursuant to the terms of this Agreement, Buyer shall
deliver to the DRPA a general release, in form and substance satisfactory to the DRPA, releasing
the DRPA, its successors and assigns, of, from and with respect to any and all claims, liabilities,
-losses, expenses, damages, penalties, judgments, liens and costs whatsoever (collectively,
"Claims"), foreseen and unforeseen, at law or in equity, in any way relating to the Property, or its
operation, condition, character or quality, including, without limitation, (i) the environmental
condition of the Property, the disposal of any waste, or any release or threatened release of a
hazardous or other pollutant substance at, to or from the Property without regard to the cost of
any such matter; (ii) the state of title; (iii) the location, availability or condition of utilities; (iv)
the capacity and/or suitability of the Propel1y for any future use; and (v) the compliance status of
the Property respecting any applicable law, including, without limitation, any orders or directives
of any agency or instrumentality of any governmental authority, except for violations of laws
applicable to DRPA, excluding Claims caused by the criminal conduct of DRPA and Claims
relating to any breach of representation expressly set forth in this Agreement. Buyer's

8
obligations under this Section 9(c) shall survive Settlement.

(d) The Buyer intends to convey the Property to other paIties, which in tum, will
lease or enter into other agreements with other entities, to design, develop, construct, operate,
and maintain a professional sports facility on the Property. The Buyer shall cause each person to
whom it sells, conveys or assigns any interest (other than a pure security interest), including
tenants or others granted a right to occupy and use the Property for the purpose of developing
and operating a professional sports facility on the Property, to execute a release in favor of
DRPA, similar in form and content, to the release set forth in Section 9(c) above and promptly
deliver a copy of the release to the DRPA. Buyer's obligation set forth in this subsection shall
survive settlement and bind Buyer for as long as Buyer is the owner of the Property and
thereafter shall bind all assignees and/or succeeding owner(s) of the Property.

10. Broker's Commission. The DRPA and Buyer represent and warrant to the other
that they have not been represented or dealt with any finders, real estate brokers, or other persons
in connection with the transaction which is the subject of this Agreement and each party agrees
to indemnify, save harmless, and defend the other from and against all claims, losses, liabilities
and expenses, including reasonable attorney fees, arising from any claim by any broker, finder,
or other intermediary who claims to have been engaged by or dealt with such party in connection
with this Agreement. The provisions of this Section 10 survive Settlement hereafter.

11. Zoning and Certificate of Occupancy.

(a) DRPA makes no representation concerning existing zoning ordinances.

(b) Buyer is responsible for obtaining any zoning or planning approval and
any certificate of occupancy, if required, for Buyer's occupancy of the Property.

(c) Buyer intends to seek formal subdivision approval from the City of
Chester and DRPA authorizes Buyer seeking such approval for Buyer's purposes in assembling
the ground for the Stadium Project. The DRPA is not aware of any law or judicial decision
which holds that the DRPA's creator states intended local zoning subdivision requirements apply
to the DRPA. If Buyer chooses to pursue local subdivision approval, it shall do so at its sole cost
and expense and will pursue such approval with diligence. Without waiving any legal arguments
it may have relating to the applicability of local subdivision law, DRPA shall reasonably
cooperate with Buyer in its pursuit of such approval including, if required, an affirmation that the
sale is consistent with such subdivision.

12. Risk of Loss. The protection of the Property against fire, storm, abnormal wear
and tear or other casualty or loss shall be the responsibility of the DRPA until Settlement and in
the event of loss, all applicable insurance policies held by the DRPA to the extent payable for
physical damage on or to the Propelty occuning after the date of execution of this Agreement but
before Settlement shall be payable to Buyer; provided also that such payment shaH not be due
and owing unless Settlement in fact occurs.

13. Failure of Parties to Settle.

(a) If either party fails to settle in accordance with this Agreement. either

9
party may commence any legal or equitable action; provided, that DRPA shall not have the right
to compel specific perfonnance of the Agreement against Buyer with respect to Settlement and
closing on the Property transfer, but DRPA will not be precluded from seeking specific performance
or any other remedy with respect to asserted violations of this Agreement other than the failure of
Buyer to complete closing or Settlement on the Property. Buyer shaH, however, have the right
commence any legal or equitable action to compel specific perfonnance of the Agreement against
DRPA.

(b) The non-breaching party shall be entitled to recover its reasonable attorney
fees and court costs incurred as a part of its recoverable damages.

(c) If Buyer fails to settle or otherwise tenninates this Agreement, the Buyer
will pay DRPA liquidated damages in the amount of Fifteen Thousand Dollars ($15,000) within
thirty (30) days.

14. Notices.

(a) All notices and communications under this Agreement must be in writing.
All notices shall be by certified mail, postage prepaid, return receipt requested, by nationally
recognized overnight carrier as evidenced by a tracking receipt, or by personal delivery. The
certified letter will be effective upon delivery and personal delivery will be effective upon
delivery to the other party. EACH PARTY MUST ACCEPT THE CERTIFIED MAIL SENT
BY THE OTHER PARTY. Notices to the DRPA and Buyer shall be addressed to the following
addresses:

As to DRPA:

Delaware River Port Authority

One Port Center, 2 Riverside Drive
Camden, New Jersey 08101
Attention: Robert Gross, Deputy Chief Executive Officer

With copies to:

Delaware River Port Autholity

One Port Center, 2 Riverside Drive
Camden, New Jersey 08101
Attention: General Counsel

As to Buyer:

Redevelopment AuthOlity of the City of Chester

Attention: Executive Director
rd
The Colony Building, 3 Floor
511 Welsh Street, P.O. Box. 497
Chester, Pennsylvania 19016

10
 With copies to:

Louis M. Kodumal, Esq.

Law Offices of Vincent B. Mancini & Associates
414 E. Baltimore Pike
Media, Pennsylvania 19063

(b) The facsimile transmission (fax) of a signed copy of this Agreement, any
counter offer, addendum, or amendment to the other party or their agent followed by faxed
acknowledgment of receipt, shall constitute deli very of the signed document. The DRPA and
Buyer agree to confirm the fax transmission by mailing or personally delivering a signed copy to
the other party or their agent.

15. No Assignment or Recording. This Agreement may be not assigned by Buyer

without the written consent of the DRPA. Neither this Agreement nor a memorandum of it shall
. be recorded in the County of Delaware recording office.

16. Indemnification.

(a) Buyer shall defend indemnify and hold the DRPA and its Commissioners,
Board, members, officers, directors, and employees including its and their successors and assigns
("Indemnitees") harmless from any and all Claims and environmental matters, which arise from
Buyer's (including Buyer's successors, assigns, agents, contractors or any party possessing an
ownership or possessory interest in the Property as part of the professional sports facility
project,) (collecti vel y "Indemnitors"):

(i) acts, errors or OmlSSJOnS related to the Property, the current

transaction contemplated by this Agreement! and the future use of the Property other than
matters expressly represented by DRPA in this Agreement;

(ii) violations of law or breaches of this Agreement, and

(iii) any activities, work, investigations and/or tests being performed by

Indemnitors upon the Property or in connection with the acquisition of the Property and its
subsequent development and operation;

(iv) excluding Claims to the extent caused by the gross negligence,

criminal conduct or willful misconduct ofDRPA.

Notwithstanding any other provision of this Agreement, DRPA and its successors and assigns
shall provide prompt notice to the Indemnitors of any indemnified claim for which protection is
. sought hereunder. To the extent the failure of any Indemnitee to provide such notice results in
the actual and material prejudice to an Indemnitor in its defense of a claim, Indemnitor shall be
relieved of its obligation to defend and indemnify such Indemnitees as respects such claim only.
Until Indemnitors assume the defense of any Indemnitee without reservation, the Indemnitee
shall have the right, but not the obligation to defend the claim with counsel of its own choosing,
and the costs of defense shall be costs indemnified under this paragraph to the extent that the
underlying claim is subject to the indemnification of this paragraph. So long as Indemnitor is in

11
 material compliance with its obligations under this paragraph, no Indemnitee shall material! y
compromise any claim subject to this indemnification without prior notice to Indemnitor on that
claim. The indemnifications of this section survive for a period of five (5) years following final
completion of construction of the professional sports facility, or one day longer than the longest
running statute of limitations for any indemnified claim, whichever occurs later.

(b) The Buyer shall cause each person to whom it sells, conveys or assigns
any interest (other than a pure security interest), including tenants or others granted a right to
occupy and use the Property for the purpose of developing and operating a professional sports
facility on the Property, to execute a release in favor of DRPA, similar in fOl1n and content, to
the release set forth in Section 9(c) above and promptly deliver a copy of the release to the
DRPA, and Buyer shall also cause each person to whom it sells, conveys or assigns any interest
(other than a pure security interest), including tenants or others granted a right to occupy and use
the Property for the purpose of developing and operating a professional sports facility on the
Property, to execute an indemnification in favor of DRPA in the form set forth in this Section 16.
Buyer's obligation set forth in this subsection shall survive settlement and bind Buyer for as long
as Buyer is the owner of the Property and thereafter shall bind all assignees and/or succeeding
owner(s) of the Property.

17. Buyer's Right to Reconvey Property to DRPA.

(a) If during the first one hundred and fifty days (150) after the date of
Settlement, funding for the Stadium Project ceases or the Stadium Project is otherwise
terminated, Buyer shall have the right to sell the Property back to DRPA and in such event, the
DRPA will cancel the Note, release the Mortgage and return the purchase price paid, less
liquidated damages identified in paragraph 13(c) and any and all costs and expenses incurred by
DRPA during this transaction and to reconvey fee simple title (without encumbrances or liens)
back to DRPA, including attorney fees and costs. In such event, Buyer shall also, at its cost and
expense restore the Property to the condition in existence on the date of Settlement and to the
reasonable satisfaction of the DRPA and the City of Chester and correct any and all violations of
applicable law created by Buyer's activities at the Property, the Environmental Report and the
. DEP letter (or any amendment or modification to the DEP Letter approved by DEP), provided,
however, that any portions of the Property that were cleared and grubbed shall be returned in a
properly graded and stabilized condition and any test wells shall be capped at grade. No
reconveyance shall be deemed effective until such restoration has been completed and the
Property is in compliance with the Environmental Report and the DEP Letter (or any amendment
or modification to the DEP Letter approved by DEP) and Buyer has corrected any violations of
applicable law created by Buyer's activities at the Property, unless such pre-conditions are
expressly wai ved in writing by DRPA. DRPA agrees that in the event of a reconveyance of the
Property, DRPA and the City of Chester shall promptly reinstate the City Lease and the original
easement granted in favor of the City of Chester as shown on the Pennoni Engineers access
easement plan dated 9/15/08 attached hereto as Exhibit "E" and such City Lease and easement
shall continue for the entire terms set forth therein. Buyer's obligation set forth in this subsection
shall survive settlement and bind Buyer for as long as Buyer is the owner of the Property and
thereafter shall bind all assignees and/or succeeding owner(s) of the Property.

(b) Upon execution of this Agreement, Buyer and DRPA shall cooperate to request

12
that the City of Chester authorize and provide the Amendment to Lease described in Section
19(a)(i v) of this Agreement on or before Settlement.

18. Conditions Precedent to Settlement.

(a) Conditions Precedent to Buyer's Obligations. The obligations of Buyer

pursuant to this Agreement are expressly contingent upon each of the following having been
satisfied (collectively, the "Buyer Settlement Conditions"):

(i) The Property shall be substantially in the same condition on the

date of closing as on the date of this Agreement, except for normal wear and tear and damage
caused by Buyer or the City of Chester.

(ii) DRPA shall have delivered or caused to be delivered to Buyer the

documents referred to in Section 19(a) hereof.

(iii) A title company selected by Buyer shall have issued to Buyer a

marked-up title commitment or pro forma title policy evidencing that such title company is
prepared to issue to Buyer, "as the sole named insured, an ALTA Form B owner's policy of title
insurance with extended coverage (the "Title Policy") for the Property in the full amount of the
Purchase Price, insuring good and marketable title to the Propelty in Buyer, subject only to the
Permitted Exceptions.

(iv) Buyer shall have obtained subdivision approval from all necessary
governmental entities pursuant to the Pennsylvania Municipalities Planning Code and City of
Chester and Delaware County ordinances. .

(b) Conditions Precedent to DRPA's Obligations. The obligations of DRPA

pursuant to this Agreement are expressly contingent upon each of the following having been
satisfied (the "DRPA Settlement Condition" and together with the Buyer Settlement Conditions,
the "Settlement Conditions"):

(i) Buyer shall have delivered to caused to be delivered to DRPA the

documents referred to in Section 19(b) hereof.

(c) Failure of Condition. If any of the Settlement Conditions is/are not

satisfied on or before the Settlement date, the party entitled to the satisfaction of the condition
precedent as a condition to its obligation to complete the Settlement hereunder shall have as its
sale remedy the right to elect to (a) wai ve the unsatisfied condition, whereupon the Settlement
shall occur as provided in this Agreement or (b) tenninate this Agreement. In the event a party
elects to tenninate this Agreement, this Agreement shall be terminated, and thereafter neither
party shall have any further rights, obligations or liabilities hereunder, except as otherwise
expressly set forth herein. Nothing contained in this Section 18(c) shall be construed so as to
provide any right of termination to a party for the failure of a condition to be satisfied unless that
party is expressly entitled to the satisfaction of that condition as provided in Sections 18(a) and
18(b) hereof.

19. Settlement Deliveries.

13
 (a) fu-DRPA. At the Settlement, DRPA shall deliver to Buyer the following:

(i) The Deed called for in Section 6(f) above, in form and substance
reasonably acceptable to Buyer;

(ii) Evidence satisfactory to Buyer and Buyer's title insurance

company evidencing the dedication of the portion of Seaport Drive located on the Propel1y to the
City of Chester;

(iii) An easement agreement, in fDlm and substance reasonably

acceptable to Buyer, granting to the Buyer and/or the City of Chester and/or such other City or
County agency or authority access easements on property owned by DRPA and located adjacent
to the Property:
(l) to allow for pedestrian and vehicular access (including but not
limited to boats and trailers) to the boat ramps located on the Property;

(2) to allow for pedestrian and vehicular access under the

Commodore Barry Bridge to the Property;

(iv) A duly executed counterpart of an amendment (the "Amendment")

. to the City Lease prepared by Buyer and in form and substance reasonably acceptable to DRPA,
providing that the City Lease will be reinstated in the event the City Lease is terminated upon
Settlement of this Agreement and Buyer later reconveys the Property to DRPA pursuant to
Section 17 hereof. The Amendment shall provide that the City agrees to accept such
reconveyance (including the condition of the Property) pursuant to Section 17 hereof;

(v) Such documentation as may be required to clear title of liens and

encumbrances to be removed by DRPA at Closing, if any, together with transfer tax retU1l1S
as may be required by applicable law, if any, and such affidavits of title or other certifications
and indemnities (including gap indemnities) as the title company may require to issue the title
policy in accordance with this Agreement;

(vi) A Settlement statement, in form reasonably sat'isfactory to DRPA and

Buyer, setting forth the purchase price and the Settlement adjustments and prorations, signed by
DRPA;

(vii) Possession of the Property, subject only to the Permitted

Exceptions; and

(viii) Such other instruments as are reasonably required to close the

purchase and sale of the Property in accordance with the terms hereof, including but not limited
to a Bill of Sale for the personalty and other rights described in Section 2.

(b) By Buyer. At Settlement Buyer shall deliver to DRPA the following:

(i) the purchase price for the Property;

(ii) the Note in form and substance reasonably

14
 acceptable to DRPA;

(iii) the Mortgage In form and substance

reasonably acceptable to DRPA;

(iv) a duly executed counterpart of the

Amendment signed by the City of Chester;

(v) the release agreement described in Section

9(c) hereof, m form and substance reasonably acceptable to Buyer and
DRPA;

(vi) A Settlement statement, in fonn reasonably

satisfactory to DRPA and Buyer, setting forth the purchase price and the
Settlement adjustments and prorations, signed by Buyer; and

(vii) such other instruments as are reasonably

required to close the purchase and sale of the Property in accordance with
the terms hereof.

20. Post-Settlement Cooperation

If Buyer waives the condition precedent set forth in Section 18(a)(iv) and the parties
proceed to Settlement under Section 4 (subject to Section 17(a», DRPA agrees to cooperate with
Buyer and Buyer's title company at no additional expense to Buyer to facilitate the Buyer's
subdivision application and support the effOlts to have the Deed and Mortgage filed, accepted,
and recorded in the Office of the Recorder of Deeds of Delaware County, Pennsylvania,
provided that all such subdivision application and recording costs are to be paid by Buyer.

21. Miscellaneous.

(a) Governing Law. This Agreement of Sale shall be governed, construed,

and enforced in accordance with the laws of Pennsylvania, without regard to any applicable
principles of conflicts of Jaws.

(b) Agreement Binding on Successors and Occupiers. This Agreement is

binding on the DRPA and Buyer and all those who lawfully succeed to their rights to own or
occupy the Property, or take their places.

(c) Signatures. The DRPA and Buyer agree to the terms of this Agreement by
signing below. If a party is a corporation this Agreement is signed by its proper corporate officer
and its corporate seal is affixed. DRPA and Buyer hereby acknowledge and agree that the
persons who have executed this Agreement on behalf of DRPA and Buyer have done so in their
official capacities as noted on the signature page of this Agreement, and not in their indi vidual or
personal capacities. Accordingly, no such person, nor any officer, director, Commissioner,
official or other agent of DRPA or Buyer shall have any liability pursuant to or in connection
with this Agreement. This Agreement may be signed in one or more counterparts.

15
 (d) Entire Agreement: No Oral Representations. This Agreement contains the
entire agreement between the parties with respect to the transaction herein contemplated herein,
and all prior or contemporaneous oral agreements, understandings, representations, statements,
and all prior written agreements, understandings, representations, and statements, are merged
into this Agreement.

(e) No Interpretation Against Drafter. The provisions of this Agreement shall

not be construed for or against any party based upon the fact that any party or its representative
drafted the language in question,

(f) Severability. If any provision of this Agreement is declared invalid in

whole or in part, such invalidity shall not affect those remaining provisions of the Agreement
that we are valid and those remaining provisions shall be fully enforceable. The finding of
invalidity of a specific provision will not invalidate the remainder of this Agreement

(g) Survival of Terms. The tenns, conditions and covenants of this

Agreement expressly designated as surviving closing shall survive closing of title for the time
periods expressly set forth herein.

(h) No Third Party Beneficiary. Except for the City of Chester with respect to
the City's interests and rights under the City Lease and the reinstatement of the City Lease as
described in Section 17, DRPA and Buyer do not intend that any other person or entity be a third
party beneficiary to this Agreement.

(i) Application of Laws to DRPA. By entering into this Agreement, the

DRPA does not consent, either expressly or impliedly, to the jurisdiction or application of any
laws, regulations, procedures or requirements of any governmental, quasi-governmental or other
political entity which would otherwise not be applicable to the DRPA.

THE DRPA AND BUYER AGREE TO THE TERMS OF THIS CONTRACT BY

SIGNING BELOW.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
hereunder set their hands and seals the day and year first above written.

ATTEST: DELAWARE RIVER PORT AUTHORITY

.\ ·
? <77 '
I / /.. _."../r ._,_ ,?,'

i""./. .
·t i' ?\..
I
,
.../ . . .-(Seal)
s.ecretary i
. John J. Matheussen
.../ Chief Executive Officer

ATTEST: OF

Name: David N. Sciocchetti

Title: Executive Director

16
 Exhibit "A"
Metes-and-Bounds Description of the Property

17
 ROST 0801 September 12, 2008
J: \Projects\rost\080 I\docs\conveyence. doc

PENNOM AS:;OCiATES 11K.

Legal Description
of
Lands n/f D.R.P.A.;
Parcel to be conveyed

All That Certain parcel or tract of land situate in the City of Chester,
County of Delaware, and the Commonwealth of Pennsylvania, as shown on a plan
entitled, "Parcel to be conveyed", prepared by Pennoni Associates Inc., dated
9112/08, Job No. ROST 0801, and being bounded and described as follows:

Beginning at a Point at the easterly corner connecting the southeasterly

right-of-way line of Delaware Avenue (60 feet wide) and the northeasterly right-of-
way line of Reaney Street (60 feet wide), said point being a concrete monument
stamped 11600;

THENCE ( 1) From said Point of Beginning and along the southeasterly

right-of-way line of Delaware Avenue, N 56°23'59" E, a
distance of 185.28 feet to a point, being a concrete monument
stamped DRPA 11558;

THENCE(2) Leaving said southeasterly right-of-way line of Delaware

Avenue and along the southwesterly line of a limited access
right-of-way line, along a curve to the left, concave to the
north, having a radius of 15,287.82 feet, an arc length of
425.79 feet and a chord bearing of S 37°59'57" E, to a point
of tangency, being a concrete monument stamped DRPA
11559;

THENCE(3) Continuing along same and passing over railroad spike 11802,
S 38°47'49" E, at a distance of 373.02 feet and a total
distance of 473.05 feet to point #560, on the combined
pierhead & bulkhead line;

THENCE (4) Leaving said southwesterly line of a limited access right-of-

way line and along the combined pierhead & bulkhead line,
S53°23'03" W, a distance of 260.63 feet to point 11599, being
on the northeasterly right-of-way line of Reaney Street;

THENCE (5) Leaving said combined pierhead & bulkhead line and along
the northeasterly right-of-way line of Reaney Street and
passing over a concrete monument stamped DRPA#859,
N33°37'58" W, at a distance of 240.00 and a total distance of
909.33 feet to the Point of Beginning.

Containing 4.5796 acres of land, more or less.

SiS Grove Streer • SUite 18 • Haddon Htlgrm. NJ 08035-17')6 • Ttl • Fax.

 Exhibit "S"
Property Plan entitled "Parcel to be Conveycd"
datcd September 15, 2008

18
 DELA WARE A VENUE
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PARCEL TO BE CONVEYED
SITUATED
CITY OF CHESTER
DELAWARE COUNTY, PA.

SCALE: DRAWN BY: REVISIONS:

80' cws ASIO
DATE: APPROVED: lie. 031.396-E
9/15/08
 Exhibit "C"
Environmental Covenant

19
 DRAFT

ENVIRONMENTAL COVENANT

This Environmental Covenant, made as of the _ _ day of November, 2008 by the Delaware
River Port Authority, a public corporate instrumentality of the Commonwealth of Pennsylvania
and the State of New Jersey with offices at One P0l1 Center, 2 Riverside Drive, Camden, NJ
08101, is executed pursuant to the Pennsylvania Uniform Environmental Covenants Act, Act No.
68 of 2007,27 Pa. C.S. §§ 6501-65l7 ("UECA") and other applicable law. This Environmental
Covenant subjects the Property identified in Paragraph 1 below to the activity and/or use
limitations set forth in Paragraph 5 below. This Environmental Covenant may be approved by
the Pennsylvania Department of Environmental Protection (the "Department") but whether or
not approved by the Department, it is intended to, and shall run with the land.

1. Property Affected. The property affected by this Environmental

Covenant is located in the City of Chester, Delaware County, Pennsylvania as described
below (the "Property").

a. The Property, identified on the Pennoni plan dated September 15,

2008 as "Parcel to Be Conveyed" and attached to this Environmental Covenant as
Exhibit "A," is part of a larger parcel identified in the City of Chester as Tax Folio #49-
09-00780-00.

b. The Property is identified in Delaware County by reference to

Map #49-20-895:000.

c. The latitude and longitude of the center of the Property affected

by this Environmental Covenant is: Latitude 39 degrees, 50 minutes north (approximate);
Longitude 75 degrees, 22.7 minutes west (approximate).

d. The Property or portions of it have been known by the

following name(s): the Barry Bridge Park.

e. A metes and bounds description of the Property is attached to

this Environmental Covenant as Exhibit "B".

f. A map of the Property IS attached to this Environmental

Covenant as Exhibit "A".
 2. Property Owner/Grantor. As of the date of execution of this
Environmental Covenant, DRPA is the owner of the Property and is the Grantor
hereunder. The mailing address of the Owner/Grantor is One Port Center, 2 Riverside
Drive, P.O. Box 1949, Camden, NJ 08101-1949.

3. Holder/Grantee. DRPA also is the "holder" (hereinafter the

"Holder") of this Environmental Covenant, as that term is defined in 27 Pa. C.S. § 6502.

4. Description of Contamination & Remedy. The Property is a portion

of a larger property for which the Department by letter dated February 22, 2005 approved
an Act 2 Final Report Barry Bridge Park Expansion Project, Chester City, Delaware
County, Pennsylvania, prepared by RT Environmental Services. Inc. for the Delaware
Ri ver Port Authority and Chester Economic Development Authority dated December
2004 ("Final Act 2 Report"). The Final Act 2 Report addresses soil conditions at the
Property and demonstrates that the soils at the Property meet the residential clean up
standards under the Pennsylvania Land Recycling and Environmental Remediation
Standards Act ("Act 2"). While the Final Act 2 Report describes the removal of
contaminated soil from the Property, neither the Department February 22, 2005 Approval
Letter nor the Final Act 2 Report identify any engineering controls, institutional controls
or deed restrictions applicable to the Property.

5. Activity and Use Limitations. The Propelty is subject to the

following activity and use limitations, which the Grantor and each subsequent owner of
the Property shall abide by, unless modified or terminated pursuant to Section 10 below:

(a) Groundwater at and under the Property shall not be withdrawn or

extracted for use for potable purposes or agricultural activities, including, but not limited
to, inigation of crops, watering of livestock. and food production, processing or
packaging.

(b) There shall be no excavation on the Property, including trenching, boring or

drilling, to a depth greater than three (3) feet below the current ground surface unless
conducted in accordance with a soil/fill management plan which includes characterization
of excavated soil/fill adequate to determine proper management and disposal
requirements and approved by the Department or a successor agency.

(c) The Property shall not be used for residential housing purposes, including,
but not limited to apartment buildings, condominiums, child or adult daycare, lifecare,
convalescence or rehabilitation facilities, or for the provision of medical services;
provided, however, that this limitation shall not apply to public recreational or other
entertainment uses, including stadiums/arenas, concert venues, or for paved promenades,
boat launches, bicycle and/or pedestrian paths and other ancillary activities and facilities
associated with such uses, and other uses considered non-residential under Act 2.

(d) The Property shall not be used for the manufacture, staging, transfer,
processing, treatment, storage or disposal of toxic, hazardous, corrosive, reactive or
explosive chemicals, substances or materials, including biological and radiological
materials, that if released could interfere with operation (including maintenance) of the
Commodore Barry Bridge or the safety of travel thereon; provided, however that this
limitation shall not apply to the lawful use of such chemicals, substances or materials of a
type, and in amounts as are normal and incident to the maintenance or operation of any
use not prohibited hereunder.

6. Notice of Limitations in Future Conveyances. Each instrument

hereafter conveying any interest in the Property subject to this Environmental Covenant
shall contain a notice of the activity and use limitations set forth in this Environmental
Covenant and shall provide the recorded location of this Environmental Covenant.

7. Compliance Reporting. If this Environmental Covenant is approved

by the Department, then following the effective date of this Environmental Covenant, in
the event the then current owner of the Property intends to construct any buildi.ng or
structure or use groundwater for any purpose other than groundwater monitoring or in
connection with a groundwater investigation or remediation, the then current owner of
the Property shall submi.t to the Department and the Holder(s) listed in Paragraph 3
above, written documentation concerning such proposed use and/or development on the
Property, which documentation shall include a discussion demonstrating that the
proposed use is in compliance with this Environmental Covenant.

8. Access by the Department. In addition to any rights already

possessed by the Department, this Environmental Covenant grants to the Department a
right of access to the Property in connection with implementation or enforcement of this
Environmental Covenant, to the extent of any such Department approval.

9. Recordation & Proof of Notification. If this Environmental

Covenant is approved by the Department, then Owner shall cause this Environmental
Covenant to be recorded with the Recorder of Deeds for Delaware County, and within
sixty (60) days of recordation, send a file-stamped copy of this Environmental Covenant
to the Department. Within that same time period, Owner shall also send a file-stamped
copy to each of the City of Chester, Delaware County, any Holder identified in this
Environmental Covenant; each person holding a recorded interest in the Property; and
each person in possession of the Property. If the Department does not agree to approve
this Environmental Covenant, the Activity and Use limitations in Section 5 above shall
sti.ll be recorded as covenants running with the land pursuant to Section 12 below. This
Environmental Covenant becomes effective upon recordation with the Recorder of Deeds
for Delaware County.
 10. Termination or Modification. The activity and use limitations set
forth in Paragraph 5 of this Environmental Covenant shall perpetually apply to and run
with the land, and no modification to these activity and use limitations shall be made
except as in accordance with Sections 9 and 10 of UECA, 27 Pa. C.S. §§ 6509 and 65lO,
and in the case of any non-UECA covenants, other applicable law.

11. Notices.

Communications with the Department regarding this Environmental Covenant shall be

sent to:

Department of Environmental Protection

Southeast Regional Office
2 East Main Street
Norristown, PA 19401
Attn: Manager, Environmental Cleanup Program

Communications with the Holder regarding this Environmental Covenant shall be sent to:

Delaware River Port Authority

One Port Center
P.O. Box 1949
Camden, NJ 08101-1949
Attn: General Counsel

12. Severability. If any court or other tribunal determines that any

provision of the Environmental Covenant is invalid or unenforceable, such provision
shall be deemed to have been modified automatically to conform to the requirements for
validity and enforceability, as determined by such court or tribunal. In the event that the
provision invalidated is of such a nature that it cannot be modified, the provision shaH be
deemed deleted from this instrument as though it had never been included herein. In
either case, the remaining prov.isions of the Environmental Covenant shall remain in full
force and effect. If the Department does not agree to approve this Covenant, then all
provisions with respect to the Department rights and obligations shall be null and void
and the Activity and Use Limitations described in Section 5 of this Agreement shall
remain in full force and effect as covenants running with the land.
 IN WITNESS WHEREOF, Grantor has executed this Environmental Covenant as
of the date first wlitten above.

FOR DELAWARE RIVER PORT

AUTHORITY, as "Owner" and "Holder":

John J. Matheussen Date'

Chief Executive Officer

APPROVED, by the COMMONWEALTH OF

PENNSYLVANIA, DEPARTMENT OF
ENVIRONMENTAL PROTECTION:

Stephen Sinding Date

Manager, Environmental
Cleanup Program
 STATE OF NEW JERSEY
COUNTY OF CAMDEN S5.

On this _ _ day of , 2008 before me, a Notary Public, the

undersigned officer personally appeared , who acknowledged himself to be
the of Delaware River Port Authority, a , and that he
as such , being authorized to do so, executed the Environmental
Covenant for the purpose herein contained by signing the name of the Authority by himself as

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

Notary Public
My commission ex.pires:

COMMONWEALTH OF PENN5YLVANIA
COUNTY OF MONTGOMERY 5S.

On this _ _ day of , 2008 before me, a Notary Public, the

undersigned individual personally appeared Stephen Sinding, who acknowledged himself to be
the Manager of the Environmental Cleanup Program in the Southeast Regional Office of the
Commonwealth of Pennsylvania, Department of Environmental Protection, and that he as such
Manager, being authorized to do so, executed the Environmental Covenant for the purpose
herein contained by signing the name of the Department of Environmental Protection by himself
as Manager of the Environmental Cleanup Program, Southeast Regional Office.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

Notary Public
My commission expires:
 Exhibit "D"
Pennitted Exceptions

20
(1) Rights granted to Delaware River Port Authority at Delaware County Deed Book
2347 page 1099 (Notice of Filing of Declaration of Taking).

(2) Chester City Ordinance No. 56 as set forth in Deed Book 2462 page 106.

(3) Notice to Condemnee at Book 251 J page 284.

(4) the Lease between the City of Chester and DRPA.

Exhibit "E"
Easement

21
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PAGE(S)

ACCESS EASEMENT PLAN Inc,

SITUA TED
CITY OF CHESTER
DELAWARE COUNTY, PA.

SCALE: DRAWN BY: REVISIONS:

cws SIO
DATE: APPROVED: 031396-E
9/15/08
 EXHIBIT E

PECO Donation Agreement

PHL:5793543.18/FCPOO 1-247606
 E

DONATION AGREEMENT

THIS DONATION AGREEMENT (this "Agreement") made as of

OctQber ,2008 ("Effective Date"), by and between PECO Energy Company, a Pennsylvania
corporation ("Donor") and Redevelopment Authority of the City of Chester ("Donee").

BACKGROUND

A. Donor is the owner of certain parcels of ground located in the City of Chester,
Pennsyl vania, containing approxim ately twelve (12) acres, more or less, as outlined on the plan
attached hereto as Exhibit "A", with a more precise location to be determined by Donee's survey
as more particularly described in this Agreement below (the "Premises").

B. The Premises is adjacent to Donor's natural gas compression and gate station
facility ("Gas Facility") which is depicted on Exhibit "A" attached hereto, it being understood
that the portion ofthe Gas Facility located to the south of the Gas Facility's relocated security
fence will be part of the Premises after Donee completes the Subdivision Approval described in
Paragraph 7(b) below.

C. Donor is not actively using the Premises and desires to donate it to Donee, and
Donee desires to accept from Donor, the Premises, which Donee intends to develop for parking,
walkway and related transportation and greenway and accessory landscaping purposes. Donor
and Donee wish to enter into this Agreement upon the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, the parties hereto, intending to be legally bound, agree as follows:

1. Purchase and Sale. Subject to the terms and conditions herein, Donor agrees to
donate to Donee, and Donee agrees to accept from Donor, the Premises.

2. Title.

(a) Promptly following the Effective Date, Donee shall order a title
commitment ("Title Commitment") with respect to the Premises from a reputable title insurance
company (the "Title Company") doing business in Pennsylvania which will commit to issue to
Donee an owner's policy of title insurance. Within thirty (30) days of the Effective Date of this
Agreement, Donee shall promptly deliver a copy of the Title Commitment to Donor. Delivery of
the copy of the Title Commitment to Donor shall be accompanied by Donee's notice with respect
to those items, if any, on Schedule B-2 of such Title Commitment which are unacceptable to
Donee (the "Excepted Encumbrances"). In the event Donor does not receive the Title
Commitment accompanied by the notice, as aforesaid, all existing easements and restrictions of
record shall be deemed permitted exceptions (the "Permitted Exceptions"). Donor may elect (but
is not obligated) to eliminate, modify or cure (collectively "cure") any such Excepted .
Encumbrances on or before Settlement. Within twenty (20) days following receipt of the Title :
Commitment and Donee notice, Donor agrees to notify Donee of any such Excepted
Encumbrances Donor will not cure. Thereafter, Donee shall have fifteen (15) days from Donee's

PHILADELPHIA\37019:!3\8 223905.000
receipt of Donor's written notice in which to terminate this Agreement; otherwise any such
Excepted Encumbrances shall be deemed a Permitted Exception. Notwithstanding anything to
the contrary contained herein, Donor shall have no obligation to bring any action or proceeding
or otherwise to incur any expense whatsoever to cure any such Excepted Encumbrances. In the
event Donor is unable or unwilling to cure any such Excepted Encumbrances to the reasonable
satisfaction of Donee on or before Settlement, Donee may (as its sole and exclusive right and
remedy) terminate this Agreement by notice in writing to Donor on or before Settlement or may
accept such title as Donor can deliver without any further rights or claims against Donor by
reason of any such Excepted Encumbrances. In the event of termination, pursuant to this
Paragraph, this Agreement shall become null and void and have no further force and effect.

(b) Except as otherwise provided in Paragraph 2(a), title t6 the Premises shall
be good and marketable free and clear of all monetary liens and/or judgments and as such will be
insured by a reputable title company doing business in Pennsylvania at its regular rates, subject
to the Reciprocal Easement Agreement, as hereinafter defined, and the Act 2 Restrictive
Covenants and Environmental Covenants, as hereinafter defined.

3. Apportionments. Real estate taxes, water and sewer rent and Premises rents, if
any, for the Premises shall be apportioned, pro rata, as of the date of Settlement. Donee shall be
responsible for all real estate transfer tax and recording fees, if any, or for seeking any applicable
exemption and/or exclusion from transfer tax, as well as any recording fees. Donor and Donee
agree to deliver such statements and/or affidavits that may be reasonably necessary in support of
such efforts.

4. Premises Description. The Premises description contained herein is only for the
purpose of generally identifying the Premises. Donee shall, at Donee's expense, commission an
ALTA survey from a Pennsylvania licensed surveyor which shall create a metes and bounds
description of the Premises. The survey shall depict the westerl y boundary of the Premises.
ending at the existing fence line, irrespective of whether the property line of the tax lot identified
as Folio 49-09-00777-01 ends at the fence line. The southerly boundary of the Gas Facility shall
be just south of the relocated fence line. The metes and bounds descriptions to be used in the
Deed (as defined below) shall describe the Premises as shown on the survey, and Donee shall, as
a condition to Settlement, cause the Subdivision Approval (as defined below) to be obtained if
the fence line is not identical to the westerly property line of Folio 49-09-00777-01.

5. Settlement.

(a) Settlement shall take place within ninety (90) days after the later of (i)
obtain·ing the Subdivision Approval described in Paragraph 7(b) and (ii) the end of'the Inspection
Period, as defined in Paragraph 10, but in no event shall Donor be obligated to settle later than
March 31, 2009, unless extended by Donee pursuant to Section 6(g) below or otherwise by
mutual consent in Writing.

(b) Settlement shall take place at the office of the Title Company or at some
other mutually agreeable location during normal business hours. '

2
PHILADELPHIAI370192318 223905.000
 6. Events to Occur at Settlement. At Settlement, the following shall occur as a
condition precedent to the obligation of the parties to complete Settlement:

(a) Donor shall deliver to Donee possession of the Premises, free and clear of
all leases and occupancies, and in the same condition as on the date of this Agreement,
reasonable wear and tear accepted, and except as otherwise set forth in this Agreement, by
Special Warranty Deed prepared by Donor, and in a form reasonably satisfactory to the Donee
(the "Deed").

(b) Donor shall deliver to Donee and the Title Company all such affidavits
and documents as are reasonably required by the Title Company, at no cost to Donor, in order to
issue a title policy as contemplated under Paragraph 2(a) above.

(c) Donor shall deliver to Donee and the Title Company evidence reasonably
satisfactory to Donee and to the Title Company that Donor has the authority to execute and
deliver all documents to be executed and delivered by Donor at Settlement and that the person
executing such documents on behalf of Donor wili have the right, power and authority to do so.

(d) Donee shall deliver to Donor and the Title Company evidence reasonably
satisfactory to Donor and to the Title Company that Donee has the authority to execute and
deliver all documents to be executed and delivered by Donee at Settlement and that the person
executing such documents on behalf of Donee will have the right, power and authority to do so.

(e) Donee and Donor shall execute and deliver, in recordable form, a
Reciprocal Easement Agreement, the substance of which shall be substantially in the form
attached hereto and made a part hereof as Exhibit "B" (the "Reciprocal Easement").

(f) Donor and Donee shall execute such documents or make such filings as
may be required to transfer to Donee the Submerged Lands License Agreement issued by the
Division of Dam Safety of the Pennsylvania Department of Environmental Protection
("PADEP"), under which Donor maintains the Delaware River bulkhead.

(g) On or before Settlement, and as a condition precedent to Donor's

obligation to complete Settlement, Donor shall have caused the Premises to comply with the
requirements of the Pennsylvania Uniform Environmental Covenants Act (the "Environmental
Covenants"), which shall include approval of the Environmental Covenants to be filed against
the Premises by PADEP and the actual filing thereofby Donor. If this condition has not been
satisfied as of March 31, 2009, Donee shall have the right, by written notice delivered to Donor
on or before March 31, 2009, to extend the outside date for Settlement until June 30, 2009..
Donee's most recent draft of the Environmental Covenants is attached hereto as Exhibit "C-l".

(h) Donor and Donee shall have agreed to the Landscape Plan and Screening
Specifications described in Section 14 below.

(i) Chester Parking Authorityshall have granted to Donor an easement in i

form satisfactory to Donor for ingress and egress through Barry Bridge Parkas and when needed'
for emergency access in, on, over, across and along the eighteen (18) foot wide strip of ground

3
PHILADELPHIA'J701923\8 223905.000
substantially as shown on Exhibit "A" (as subject to adjustment as detennined by final land
survey).

U) The City of Chester shall have executed an Indemnification Agreement

satisfactory to Donor.

7. Approvals.

(a) Donor's obligation to complete Settlement under this Agreement is

contingent upon Donor receiving its management's approval prior to the date which is thirty (30)
days after the Effective Date of this Agreement. Donor's execution of this Agreement does not
represent its management's approval as required by this subsection. If Donor is unable to obtain
its management's approval within thirty (30) days of the Effective Date, this Agreement shall be
null and void.

(b) It is a condition of Settlement that Donee, at Donee's sole cost and

expense, shall obtain, within one hundred twenty (120) days after the Effective Date, all
necessary approvals pursuant to the Land Development and Subdivision ordinances of the City
of Chester and/or Delaware County for the conveyance of the Premises separate and apart from
the contiguous property of Donor, substantially as shown on Exhibit "A" (assubject to
adjustment as determined by the final land survey). The subdivision plan and other necessary
documents shall be subject to Donor's reasonable approval (as described below) and shall be
prepared and filed promptly by Donee and at Donee's expense within sixty (60) days after the
Effective Date of this Agreement and Donee agrees to diligently pursue such Subdivision
Approval. Donor shall reasonably cooperate with Donee in obtaining the Subdivision Approval.
Donee shall provide Donor with a copy of the subdivision plan (and any revision thereto) for
Donor's review and approval prior to filing with the city and/or county. The subdivision plan
shall delineate all easement areas on, within or adjacent to the Premises to be reserved by Donor
in accordance with the terms ofthis Agreement. Donor agrees to promptly review such plan and
not umeasonably withhold its approval. Donee shall keep Donor reasonably informed ofthe
progress of such approval proceedings and shall promptly notify Donor if the city and/or county
grants or refuses to grant Subdivision Approval. Donee shall provide Donor with copies of all
such approvals, and record the final subdivision plan at or before Settlement and shall provide
Donor with a copy of the recorded final subdivision plan. If for any reason Subdivision
Approval is not granted within one hundred twenty (120) days after the date of this Agreement,
Donee at its sole discretion may extend by thirty (30) days the period of time for Donee to secure
the Subdivision Approval by providing written notification to Donor of its exercise of the thirty
(30) day extension. If the Subdivision Approval has not been obtained by Donee after such one
hundred twenty (120) day period, or one hundred fifty (150) dayperiod if Donee exercises its
Subdivision Approval extension right and the parties have not otherwise agreed in writing to
extend the time to obtain such approval, then this Agreement shall be null and void.

8. Condemnation. Donor represents and warrants to Donee that, to the best orits
knowledge and belief, as of the date of this Agreement there is no taking or condemnation
pending of any portion of the Premises by virtue of an exercise of the power of eminent domain. ij
Donor agrees to immediately notify Donee if notice of condemnation or other regal action is
served upon Donor for the Premises or any portion thereof. If only a portion of the Premises is

4
PHILADELPHiA'3701923\8 2:!3905.000
 taken by condemnation, Donee may elect, at its sole discretion, to accept the donation of the
balance of the Premises or terminate this Agreement.

9. Casualty. If all or a material portion of the Premises is damaged or destroyed

prior to Settlement, Donee may elect, at its sole discretion, to accept the donation of all or part of
the Premises or tenninate this Agreement.

10, Due Diligence.

(a) Donee shall have a period of one hundred twenty (120) days commencing
upon the Effective Date of this Agreement ("Inspection Period") in which to obtain, secure,
conduct, review and analyze tests, studies, ilPplications, reports and documents deemed
necessary by Donee, including but not limited to, surveys, appraisals, and environmental
assessments which the Donee deems necessary to satisfy itself that the title and physical
condition of the Premises are of a nature and quality that make the Premises suitable for
ownership by the Donee.

(b) Donee may, at its sole cost and expense, arrange for and conduct a Phase
One environmental assessment of the Premises, which shall be completed prior to the expiration
of the Inspection Period, by a reputable person or finn authorized and competent to perform such
assessments. Donee shall provide Donor with copies of all environmental assessment reports
conducted by or for Donee within ten (10) days after Donee receives the assessment or seventy
(70) days after the Effective Date, whichever occurs first. Thereafter, if either party is not
reasonably satisfied with the results of the environmental assessment as contained in the reports
either party shall be entitled to terminate this Agreement upon giving written notice thereof to
the other party prior to the expiration of the Inspection Period,

(c) Following the written approval by Donor of Donee's proposed scope of

work, which approval shall. not be unreasonably withheld, Donee or its contractor may perform
testing, drilling, core borings or other types 'of sampling (collectively "testing") on the Premises
provided that Donee gives Donor at least forty-eight (48) hours advance written notice of the
proposed testing prior to its commencement, and further provided that Donee or its contractor
comply with the requirements set forth below in subsection (d). Donee agrees that all reports,
data and correspondence associated with the Phase I assessment ortesting be regarded as
confidential and shall not be shared with any third parties without receipt of written authorization
by Donor. Donee shall, however, have the right to disclose such confidential information if
Donee receives a Court order or subpoena which directs disclosure, or in response to a request
under the Pennsylvania Open Records Law (formerly the Right to Know Law), 65 P,S. §§ 66.1-
'66., as amended, or to comply with'a request for information from PADEP and/or the Act 2
Restrictive Covenants and/or the Environmental Covenants. Donee's duty of confidentiality
shall survive the termination of this Agreement. Donee shall provide Donor with copies of all
testing reports and its Phase r assessmeo.t report within ten(lO) days after Donee receives the
reports.

(d) Donee, its employees, contractors and agents, shall have_the right to enter :;
upon the Premises at reasonable times for surveying, assessing and inspecting the Premises.
Donee and its employees, workmen or contractors shall not commit any acts of waste to the

I PHILADELPHIA\3701923\8 223905.000
5
I
Premises and shall restore and repair any damage caused to the Premises as a result of the
Donee's exercise of this right of entry to an equivalent condition as existed immediately prior to
Donee's exercise of its right of entry. Donee assumes all risk ofloss or damage relating to entry
onto the Premises.

(e) Should Donee identify a condition (other than an Environmental

Condition as defined in Paragraph 1I(c)) that causes the Premises to be unsuitable for ownership
by the Donee (a "Defect"), Donee shall so notify Donor in writing on or before the expiration of
the Inspection Period. Any notice of Defect ("Notice Of Defect") given by Donee to the Donor
shall be accompanied with the environmental report or other report that identifies the nature of
the Defect. Notwithstanding the foregoing, the Donee agrees, without prejudicing its rights to
raise objections until the expiration of the Inspection Period, that Donee will use reasonable
efforts to advise Donor of each Defect when Donee determines such Defect exists. Donee shall,
at any time, have the right to waive its due diligence condition precedent before the end of the
Inspection Period and if Donee elects to waive this condition precedent or to terminate the
Inspection Period, this Agreement will remain in full force. Failure of Donee to notify Donor of a
Defect prior to the expiration of the Inspection Period shall be deemed a waiver of this condition
precedent. Upon receipt of the Notice of Defect(s), Donor may, but is not obligated, to cure the
Defect(s) before the end of the Inspection period (or by some other time period that may be .
agreed upon by the parties, as evidenced by a writing signed by Donor and Donee) by Donor's
issuance of written notice to Donee within ten (10) days of Donor' s receipt of notice ofDefect(s)
of Donor's proposed cure or its unwillingness to cure the Defects). Donee shall, at any time
before the end of the Inspection Period, have the right at its sole discretion to waive its due
diligence condition precedent or accept any Defect in whole or in part. If Donee elects to: (i)
waive the due diligence condition precedent; and/or (ii) accept he Defect(s) in whole or in part;
and/or (iii) terminate the Inspection Period,tl1.is Agreement will remain in full force. If Donee
refuses to accept the Defect(s) or the proposed cure(s), then this Agreement shall terminate.

(f) If Donee exercises its right of entry as described herein, Donee agrees to
indemnify and hold Donor harmless from and against any claims, liens, damages, losses, and
causes of action (including without limitation claims of the employees of Donee, its con'tractors
or subcontractors) to the extent arising from the Donee exercising its rights of entry onto the
Premises as described herein, regardless of the contributing negligence of Donor. However,
Donee's indemnification obligations under this subsection (f) shall not extend to the sole
negligence, intentional torts and/or criminal acts of Donor or its employees. This
indemnification of Donor shall survive the termination of this Agreement.

(g) In addition to the above indemnification, Donee shall carry, or cause its
contractors to carry, insurance with limits not less than indicated below for the duration of
Donee's activities on the Premises:

(1) Workers' Compensation insurance for Donee's contractors with

statutory limits, as required by the state in which the work is to be performed, and employer's
liability insurance for Donee's contractors with limits of not less than one million dollars
($1 ,000,000) per occurrence.

6
PHILADELPHIA\3701923\8 223905.000
 (2) Commercial general liability insurance (with coverage consistent
with ISO Fonn CG 0001 (12/04) covering liability for bodily injury and property damage arising
from premises, operations, independent contractors, personal injury/advertising injury, blanket
contractual liability, underground damage or collapse for all of Donee's contractors,
subcontractors and their subcontractors (including but not Limited to employees of Donee or of
Donee's contractors or subcontractors) with limits of not less than one million dollars
($1,000,000) per occurrence.

(3) Automobile liability insurance for owned, non-owned, and hired

autos with a limit of not less than one million dollars ($1,000,000) per accident.

(4) If any job operation of such general contractor req uired the use of
floating equipment, Marine Liability or Protection and Indemnity Insurance on such floating
equipment in the amount of not less than five million dollars ($5,000,000).

(5) Excess or umbrella liability insurance (including coverage for

claims against Donor for injuries to employees of Donee or employees of Donee's contractors or
subcontractors) with a limit of not less than three million dollars ($3,000,600) per occurrence.
These limits apply in excess to each of the above mentioned policies.

(h) All of said insurance required by the provisions of Paragraph 10(g) shall
be kept and maintained until all work on the property by Donee's contractors or subcontractors
shall have been completed and accepted by the Donee or until Settlement occurs, whichever
happens first. The above-mentioned insurance policies (except worker's compensation) shall
provide the following:

(1) Be primary to any other insurance carried by the insured party.

(2) Provide for a waiver of all rights of subrogation with the insuring
parties might exercise against the insured party.

11. Environmental Matters.

(a) Donee acknowledges that the Premises was the site of a manufactured gas
plant and was remediated under a PADEP Act 2 closure as more fully described in the
Declaration of Covenants, Restrictions and Deed Disclosure Notice dated October 2, 2006, a
copy of which is attached as Exhibit "C-2" (the "Act 2 Restrictive Covenants") and in
environmental reports prepared for Donor, and other historical site andlor environmental
information regarding the site, a list of which is attached hereto as Exhibit "D" (the
"Environmental Reports"). Donor shall make available (at Donor's headquarters in
Philadelphia) to Donee or to Donee's representative (so long as the representative agrees in
writing to be bound by the confidentiality provisions of Section 1O( c) above), those
Environmental Reports listt:d on Exhibit D that Donee has not yet reviewed as oftbe Effective
Date.
c.
';
(b) For the purpose of this Agreement, "Hazardous shall include,
without limitation, any flammable explosives, radioactive materials, petroleum and petroleum
products, hazardous waste or toxic substances, or related materials, asbestos or any material

7
PH1LADELPHIA\3 70 1923\8 223905.000
containing asbestos, or any other substance or materials as defined by any federal, state or local
environmental law, ordinance, rule, or regulation now existing or hereinafter enacted, including
without limitation, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 as amended (42 U.S.c. 9601 &c), the Hazardous Materials Transportation Act, as
amended (49 U.S.c. 1801 &c), the Pennsylvania Hazardous Sites Cleanup Act and in the
regulations adopted and the publications promulgated pursuant thereto at any time (collectively
"EnvirOillnental Laws").

(c) Following Settlement, Donee shall assume entirely Donor's responsibility,

to the extent Donor has any responsibility, for compliance with any and all Environmental Laws,
including any regulations, guidelines, standards or policies of any governmental authorities
regulating or imposing standards ofliability or standards of conduct with regard to any
conditions on the Premises proscribed by Environmental Laws ("Environmental Conditions"),
including the presence of Hazardous Materials, as may now or at any time hereafter be in effect,
including without limitation the Act 2 Restrictive Covenants and the Environmental Covenants.
Notwithstanding the foregoing, Donee shall not be responsible for any pre-existing (i.e., existing
on the Premises before the Effective Date) Hazardous Materials andlor Environmental
Conditions that are not specifically identified in the Environmental Reports, the Act 2 Restrictive
Covenants or the Environmental Covenants, provided, however, that if Donee chooses to
develop the Premises or engage in construction activities on or under the Premises in a manner
that is prohibited or limited under the Act 2 Restrictive Covenants or the Environmental
Covenants (by way of example, but not limitation, excavation below six inches), then Donee
shall be responsible for the cost ofremediating such Hazardous Materials or Environmental
Conditions, whether or not identified in the Environmental Reports, the Environmental
Covenants or the Act 2 Restrictive Covenants.

(d) Donee acknowledges the Premises is located within I aO-year and

SOO-year flood plains and is subject to the Planning and Zoning Code for the City of Chester and
any other applicable requirements of county, state and federal authorities regulating activities
within such flood plains.

(e) Donee acknowledges the presence of areas on the Premises that may be
considered jurisdictional wetlands pursuant to the Clean Water Act (33 U.S.C. §§1291 et. seq.)
and regulations and policies adopted thereunder by the United States Environmental Protection
Agency and the United States Anny Corps of Engineers. Donor makes no representation as to
the value, extent or nature of the wetlands areas.

(f) Donee hereby agrees to indemnify, defend and hold harmless Donor from
any claims, actions, demands, damages, costs and expenses (including reasonable attorneys'
fees), including the claims of employees of Donee, its contractors or subcontractors, arising out
of (i) Donee's failure to comply with Environmental Laws, including without limitation the Act 2
Restrictive Covenants and the Environmental Covenants; (ii) any Hazardous Materials or
Environmental Conditions on, in or under the Premises, including without limitation those
arising from activities conducted prior to Settlement, except that Donee's indemnification will
not apply to third party claims arising out of or associated with pre-existing (i.e_. existing on the I
Premises before the Effective Date) Hazardous Materials and/or Environmentar Conditions that I
are not specifically identified in the Environmental Covenants, the Act 2 Restrictive Covenants, "

I
__0_0_0 __
I
or the Environmental Reports unless Donee has assumed the responsibility for remediation of
Hazardous Materials or Environmental Conditions under Section lICe) above; and (iii) any
breach or default by Donee of its obligations under this Paragraph 11, including without
limitation the cost of enforcing the obligations of Donee and reasonable attorneys' fees. Donor
agrees to reasonably cooperate with Donee, without expense to Donor, with the defense of
claims made under Paragraph 11 f(i) and (ii) hereof. The obligations and liabilities of Donee
under Paragraph 11 shall survive Settlement.

(g) The deed to the Premises shall include the deed disclosure statement
required by the Act 2 Restrictive Covenants and the Environmental Covenants and include the
provisions of Sections 11 (c) and 11 (f) above so as to be binding on successors and assigns.

12. Notices. All notices required to be given under this Agreement shall be in writing
and shall be deemed given when deposited in the United States Postal Service, Certified Mail
return receipt requested or by recognized commercial courier service, return receipt requested.

Notices to Donor shall be addressed to:

PECO Energy Company

2301 Market Street, N3-3
Philadelphia, PA 19103

Attention: Director, Real Estate & Facilities

Copy to:

John C. Halderman, Esquire

2301 Market Street, S23-1
Philadelphia, PA 19103

Notices to Donee shill! be addressed to:

Redevelopment Authority of the City of Chester

Attn: Executive Director
The Colony Building, 3 rd Floor
511 Welsh St.
P.O. Box 497
Chester, PA 19016

With required copies to:

Louis M. Kodumal, Esq.

Law Gfcs. of Vincent B. Mancini & Assoc.
414 E. Baltimore Pike
Media, PA 19063
.'
And

9
PH1LADELPHIA\3701923\8 223905.000
 Chester City Solicitor
Chester City Hall
One Fourth Street
Chester, PA 19013

And

Frank Murphy, Esq.

Frey Petrakis Deeb Blum & Murphy
1601 Market Street, Suite 2600
Philadelphia, PA 19103

13. Broker's Commissions. Each party represents and warrants to the other that it has
not consulted any real estate broker or agent with regard to the purchase of the Premises which
could cause anyone to be liable for any real estate commissions or fees and each agrees to
indemnify the other from and against any and all loss, costs, or expense, including but not
limited to reasonable attorney's fees, from claims for compensation asserted by any third party by
reason of such party's breach of its representation or warranty contained in this Paragraph. This
Paragraph shall survive Settlement.

14. Covenants.

14.1 Landscaping Plan. Donor and Donee shall engage in good efforts to reach
agreement prior to the expiration ofthe Inspection Period on a plan to buffer and screen the Gas
Facility (the "Landscaping Plan"). Consent to the Landscaping Plan shall not be unreasonably
withheld or delayed.

14.2 Screening Specifications. Donor and Donee shall engage in good faith
efforts to reach agreement prior to the expiration of the Inspection Period on specifications for
fencing that will buffer and screen the Gas Facility as shown on Exhibit "A" and on
specifications for relocating the southerly security fence on the Donor Property ("Screening
Specifications"). Screening fencing shall be approximately 10-12 feet in height and shall be of a
material and design sufficient to screen the Gas Facility from the general public mutually
acceptable to Donor and Donee. The security fencing, Screening Specifications and design shall
comply with Donor's security specifications and shall otherwise be mutually acceptable to Donor
and Donee. Neither party's consent shall be unreasonably withheld or delayed.

15. Miscellaneous.

15.1 No Recording. This Agreement shall not be recorded in the Delaware

County Office of the Recorder of Deeds. Any attempt by Donee to record this Agreement shall
constitute a default by Donee hereunder. However, the supplying of a copy of this Agreement
for informational purposes to any agency, government entity, and/or lender for purposes of
securing approvals and/or financing shall not be considered a "recording" or a "default"
hereunder.

15.2 Inspections and Representations. Donee and/or its authorized agents

and/or consultants and/or contractors will inspect the Premises during the Inspection Period, and,

10
PHILADELPHIA\3701923\8 223905.000
except as othenvise expressly stated herein, Donee is entering into this Agreement relying solely
upon such inspection(s), the Act 2 Restrictive Covenants, and the associated Environmental
Reports indexed on Exhibit "E", as to the condition and character of the Premises and the
suitability thereof for its purposes. Except as expressly stated herein, Donor, its employees
and/or agents, have made no representations or warranties with respect to the Premises and the
Premises is being donated in AS IS condition.

15.3 Assignment by Donee. Donee shall not assign its interest in this
Agreement without first obtaining the prior written consent of Donor.

15.4 Time of the Essence. Time is of the essence in this Agreement.

15.5 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, successors, and, to the extent that
assignment is permitted, their assigns.

15.6 Entire Agreement. The entire agreement between the parties is herein
written, and the parties shall not be bound by any agreements, understandings or conditions other
than are expressly set forth and stipulated in this Agreement or in any subsequent written
Agreement signed by the parties hereto.

15.7 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania.

15.8 Press Releases and Announcements. Any public announcement, or similar

publicity with respect to this Agreement or the transactions contemplated thereby, will be issued,
if at all, at such time and in such manner as Donee and Donor mutually detennine and approve.
Notwithstanding the foregoing, no consent of any party shall be required with respect to filings
to any governmental authority or as required by applicable law or the rules of the New York
Stock Exchange or for the disclosures described in Paragraph 15.1 above. During the Inspection
Period, Donor and Donee shall negotiate in good faith to publicly promote Donor's donation of
the Premises and develop other oppe>rtunities for media recognition of the donation.

15.. 9 Charitable Contribution; Cooperation. Donee acknowledges that it is the

Donor's intention to treat the transfer of this Property as a tax deductible charitable contribution
under the provisions of Section 170 of the Internal Revenue Code of 1986, as amended. Donor
and Donee will cooperate to cause the information required by the Internal Revenue Service to
substantiate the charitable contribution to be made available to Donor. Donee agrees to complete
and execute the required portions of Internal Revenue Service Fonn 8283, Noncash Charitable
Contributions, evidencing the charitable contribution contemplated by this Agreement has been
completed no later than 30 days after Settlement. Notwithstanding anything contained herein to
the contrary, Donee does not and will not make any representation or warranty as to the
valuation of the proposed contribution, and assumes no liability with respect to any
representations or statements made by Donor with respect to the valuation of the proposed
contribution.

II
PHILADELPHIA\37019::!3\8 p.}.9?500U
 15.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

15.11 Not Binding until Executed. UNLESS SIGNED BY DONOR IN THE

PLACE SET FORTH BELOW, THE DELIVERY OF THIS AGREEMENT DOES NOT
CONSTITUTE A CONTRACTUAL OFFER; AND BINDING COMMITMENTS (OR OTHER
OBLIGATrONS OF ANY KIND) WILL ARISE ONLY IF AND WHEN A MUTUALLY
ACCEPTABLE AGREEMENT IS FINALLY SIGNED BY BOTH DONEE AND DONOR.

SIGNATURES APPEAR ON NEXT PAGE

12
PHILADELPHIA\370192318 223905.000
EXECUTED the day and year first above written.

Donee: REDEVELOPMENT AUTHORITY OF THE

CITY OF CHESTER

. t / /-0' .

Executive Director

File No.
Initials

13
PHIL.ADELPHIA 13 70 1923\8 223'105.000
 EXHIBIT "A"

SITE PLAN

ii:,

14
PHILADELPHIA\3701923\8 223905000
 - - =SET:ONftAR,ME:ANS- - - - - -- -
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 EXHIBIT "B"

(Substance of Reciprocal Easement Agreement)

1. Donor reserves for itself and its successors and assigns an easement of ingress and
egress to and from its adjoining property (the "Donor Property") on, over, across and aloDg the
one hundred foot wide strip or parcel of grollnd shown on Exhibit "A" and described on
Exhibit "A-I" extending from Delaware Avenue along the western boundary of the premises
southwardly (subject to adjustment as shown on the final survey plan). The :fifty foot portion of
such easement area which is identified as paved easement area on Exhibit "A", may be used by
Donee for parking (including the placement of striping for parking aisles and parking spaces and
the installation of directional signage and/or markings) but will, from time to time, be subject to
Donor's exclusive use for the purpose of construction, maintenance, use, removal, relocation and
operation ofDonor's gas compression facility or any other utility facility subsequently
constructed on the Donor Property. Donor's use of the paved easement area shall be periodic,
but when used, may entail several months of exclusive use of such area by Donor which will
prevent Donee's use of the parking area during those times. Except in emergencies, Donor will
provide thirty (30) days advance notice of such exclusive use. At least ninety (90) days prior to
the opening of the parking facilities described herein and in each case after notice to Donor and
at Donee's expense, Donee shall install the screening fencing at the location shown on
Exhibit "A" attached hereto (subject to adjustment as shown on the final survey plan) on the east
(parking lot), south (river) and west (park) sides; (ii) relocate the southerly security fence of the
Donor Property approximately ten (10) feet to the north, as shown on Exhibit "A", (subject to
adjustment as shown on the final survey plan and the approval of the fire marshal) and (iii)
perform such other construction work or relocation ofexisting light poles, foundations, storm
water management facilities, obsolete equipment or other facilities necessary to facilitate the
relocation of such security fence. Donee shall, at Donee's sole expense, maintain, repair and
replace all screening fences promptly after Donor sends written notice to Donee that Donor
reasonably determines a need therefor: Donor, at Donor's sole expense, shall maintain, repair,
and replace all security fencing on its property.

2. Donor also reserves for itself and its successors and assigns the right to use a 100
foot wide strip of the Premises shown on Exhibit"A" and as described on Exhibit "A-l "
extending between the westerly and easterly property lines of the Premises and from the
northerly property line within Delaware Avenue southwardly 100 feet (subject to adjustment as
determined by the final land survey) from time to time and at any time for the purpose of loading
and unloading equipment and material onto and from trucks and the railroad .in Delaware Avenue
and to store such equipment and material upon said 100 foot wide strip as necessary for the
construction, maintenance, use, removal, relocation and operation of Donor's gas compression or
of any utility facility subsequently constructed on the Donor Property. Donee may place striping
for parking aisles and parking spaces and install directional signage and/or markings in this area,
and place screening fencing substantially as shown on Exhibit "A". The Donor shall be
responsible for repairing any damage caused by Donor to the pavement in connection with
Donor" s use within the one hundred foot easement area, including the restoration of the striping,

15
PHILADELPH IA\3 701923\8 223905.000
 signage, marking, and screening fencing. Donor's use of the 100 foot wide strip shall be
periodic but when used may entail several months of exclusive use of such area by Donor which
will prevent Donee's use of the area for parking during such period of exclusive use. Except in
emergencies, Donor shall provide thirty (30) days advance notice of such exclusive use.

3. Donor also reserves for itself and its successors and assigns the full, free and
uninterrupted right, liberty and privilege to lay, construct, install, use operate, maintain, repair,
renew, add to, relocate and replace facilities, including poles, wires, cables, fiber optics, cross
anns, transfonners, anchors, anchor guys, guy wires, conduits, pipes, gas service pipes, gas
mains, manholes, and other equipment and appurtenances necessary for the transmission and
distribution of electricity, gas and communications in, on, over, under, across and along two (2)
twenty-flve (25) foot wide strips of ground, one extending between the westerly and easterly
. property lines of the Premises and from the northerly property line within Delaware Avenue
southwardly twenty-five (25) feet, and the second extending between Delaware Avenue and the
Delaware River and from the easterly property line along Norris Street southwestwardly twenty-
five (25) feet (subject to adjustment as determined by the final land survey) more particularly
shown in Exhibit "A" and described in Exhibit "A-l ". Together with the right, as often as
Donor, its su.ccessors and assigns, shall deem necessary, to cut down, trim artd remove from the
strips of ground any trees, roots of trees, brush, buildings, or other things. Also Together with
the right to cut down, trim and remove from the Premises adjoining the strips of ground any trees
which may endanger the safety of, interfere with the use of, or be a menace to any facilities
constructed or which may be constructed by Donor, its successors and assign, upon the strips of
ground. Also Together with the right of ingress and egress to, from and over the strips of ground
and the Premises as necessary for the exercise of the rights reserved hereunder. Donor shall use
commercially reasonable efforts to provide advance written notice to Donee of such work (no
advance notice shall be necessary in the event of an emergency, but Donor shall notify Donee of
the scope of the work as soon as is practical under the circumstances of the emergency).

4. At no time shall any buildings or other structures (other than fencing and signage)
of any kind whatsoever, or any part thereof, ever be constructed, placed or used within the 100
foot strip of ground identified in Section 2 above or the two 25 foot strips of ground identified in
Section 3 above, except as otherwise provided by this Easement. Donor shall have the right, but
not the obligation, to maintain the strips of ground.

5. Donee, for itself, its successors and assigns, agrees with the Donor, its successors
and assigns, that such conditions and restrictions shall be covenants running with the land and
that in any deed of conveyance ofthe Premises or any part thereof to any person or persons, such
conditions and restrictions shall be incorporated by reference to t!lis Deed and the record hereof
as fully as the same are contained herein.

6. Donor reserves for itself, its successors and assigns, the ownership of Donor's
facilities located within the strips of ground. And Donor further reserves to itself, its successors
and assigns, all such rights as above reserved for any of its utility facilities currently under or on
the Premises, with rights of way widths and clearances as deemed necessary by Donor to comply.
with Donor's safety and engineering standards or as required by the National Electrical Safety i;
Code and the U.S. Department of Transportation Pipeline Safety Codes 49 -CFR Part 192 or other

16
______P_H_I_LA_D-=Ee.-LPHIAIJ70 1923_\8_2_2_39_o_5_.0_0_0 _
similar codes in affect. Donor shall restore, in accordance with good utility practice, any portion
of the Premises that Donor disturbs in exercising its rights under this Section 6.

7. Except as expressly contained herein to the contrary, Donor'rnay not obstruct the
Donee's parking and/or the flow of traffic, and/or access, ingress and egress to the Premises
and/or the waterfront (including but not limited to Barry Bridge Park and the associated public
facilities) by vehicles and/or pedestrians.

8. At least ninety (90) days before the opening of the parking facilities described
herein, the Donee shall, at Donee's expense and after notice to Donor, install paving, erect a gate
through Donor's fence and cause any other improvements to be made (including movement of
existing utilities and improvements) sufficient to permit ingress and egress by emergency
vehicles and Donor's vehicles and erect such improvements as may be necessary to provide for
the emergency access provided by Chester Parking Authority as shown on Exhibit "A".

9. Subject to Donor's receipt of written approval from the City of Chester Fire
Department, Donor shall, promptly after Settlement and at Donee's sale expense, move the
existing fence on the Gas Facility five (5) feet to the location substantially shown on Exhibit "A"
(as subject to adjustment as determined by the final land survey), in accordance with
specifications reasonably approved by Donor.

1O. Donor also reserves for itself and its successors and assigns, the right to cause
noise into the Premises and to vent natural gas and/or propane vapor with the associated odor to
the atmosphere into and over the Premises from time to time and any time in the operation and
maintenance of Donor's gas compression facility on the Donor's Property. Donor shall use its
commercially reasonable efforts to avoid venting natural gas and/or propane vapor with the
associated odor to the atmosphere into and over the Premises while the adjacent stadium is
hosting an event, unless Donor is required to undertake such venting in order to comply with
applicable laws, regulations, orders or established operating and maintenance procedures or
practices or safety codes and guidelines.

11. Donee shall be obligated to maintain its screening fence(s), and Donor shall be
obligated to maintain its security fence(s), as shown on Exhibit "A" (as subject to adjustment as
determined by the final land survey).

i.

17
PHILADELPHIA\3701923\8 223905.000
 EXHIBIT "C-l"

Draft Environmental Covenants

18
PHILADELPHIA\3701923\8223905000
 DRAFT
GRANTOR:
PROPERTY ADDRESS: _

ENVIRONMENTAL COVENANT

This Environmental Covenant is executed pursuant to the Pennsylvania Uniform

Environmental Covenants Act, Act No. 68 of2007, 27 Pa. C.S. §§ 650 I - 6517 (UECA).
This Environmental Covenant subjects the Property identified in Paragraph I to the
activity and/or use limitations in this document. This Environmental Covenant has been
approved by the Pennsylvania Department of Environmental Protection (Department).

1. Property affected.
The property affected (PROPERTY) by this Environmental Covenant is located in the
City of Chester, Pennsylvania, Delaware County.

The postal street address of the Property is: No Postal Address is available for the
property. The Site is located at the Southwest comer of Norris and Front Streets in the
City of Chester, Pennsylvania.

The Property is approximately twelve (12) acres, within the municipal limits of the City
of Chester, Delaware County, Pennsylvania and more of less identified in the County
records as Delaware Co. Tax Folio Parcels 49-09-00777-02 and 49-08-00778-00.

The latitude and longitude of the center of the Property affected by this Environmental
Covenant is: 39°50'07.21" N, 75°22'26.22" W. The Property has been commonly
known or described as the Tilghman Street Manufactured Gas Plant.

A complete description of the Property is attached to this Environmental Covenant as

Exhibit A. A map of the Property is attached to this Environmental Covenant as Exhibit
B.

2. Property Owner I GRANTOR.

PECO Energy Company, a Pennsylvania corporation is the owner of the Property. The
mailing address of the Owner is: 2301 Market Street, Philadelphia,Pennsylvania 19103.

3. Holder(s)
There are no other Holders of this Environmental Covenant, as that term is defined in 27
Pa. C.S. § 6501.

4. Description of Contamination & Remedy.

The PROPERTY was the location of a former manufactured gas plant ("MGP"), which
-was used to manufacture gas from coal, oil or some combination of such materials from 'I
1892 until 1977. This gas was distributed to customers for cooking and heating. Since
the 1940s and on the date this Environmental Covenant was executed, GRANTOR has

C\PECOIExelon Energy DeliverylReal Estate\Tilghrnan Street\Tilghman Street Environmental Covenant8-22-08.doc

 DRAFT 08/22/08

used the PROPERTY for non-residential purposes related to natural gas and propane air
distribution. ._, .. . _ --

An Act 2 remediation was performed at the PROPERTY. A Site Final Report dated
October 2, 1998 was reviewed by the Pennsylvania Department of Environmental
Protection ("Department") and approved on December 17, 1998, documenting the site
having attained the Act 2 Site-Specific Standard for metals, poly-aromatic compounds
and volatile organic compounds, and being afforded the liability protection outlined in
Chapter 5 of Act 2 for the contaminants identified and remediated.
A Declaration of Covenants, Restrictions' and Deed Disclosure Notice filed on the
PROPERTY following the Act 2 remediation contained the following information:
Portions of the PROPERTY contain measurable levels of certain polycyclic aromatic
hydrocarbons (liPAHs"), volatile organic compounds ("VOCS"), and metals in soil and
groundwater.
GRANTOR removed residuals from the former MGP and impacted soils from 1995 to
1998. A total of 3,576 tons of hazardous materials and 2,626 tons of non-hazardous
material was excavated, transported and disposed of at licensed disposal facilities. Clean
fill or stone were used to cover these areas where excavation activities occurred. A total
of 25,100 gallons of hazardous liquids were also removed from the PROPERTY during
these soil remediation efforts and treated at an off-site treatment facility. Additionally,
both light and dense non-aqueous phase liquids ("NAPL," "LNAPL" or "DNAPL") were
also removed from the PROPERTY by GRANTOR using passive absorbent booms and
active recovery belt systems in 1997 and 1998, respectively. Approximately 55 gallons of
NAPL were removed from em site wells from January through September 1998.
Subsurface soils with concentrations of constituents that are above the Non-Residential
Medium Specific Concentrations ("MSCs") under the Statewide Health Standard for Act
2 remain at the PROPERTY. Exhibit B presents a site location map and areas where soil
excavation and NAPL removal activities have been conducted.
Pursuant to Act 2, the Department approved a Non-Aquifer determination for the site on
October 21, 1997.

5. Activity & Use Limitations.

The Property is subject to the following activity and use limitations, which the Owner
and each subsequent owner of the Property shall abide by:

1) The PROPERTY conveyed hereby shall never be used for any form or type
of residential use or structure whatsoever including by way of example, and
not by way of limitation, single and multiple family dwellings, apartments,
condominiums, modular homes, houses, trailers, etc., except where the part
of the property proposed to be used for such residential use has been
reopened under the provisions of Act 2 or the appropriate statute, and
subjected to remediation activities that result in approvaL

2
 DRAFT 08/22/08

2) The PROPERTY conveyed hereby shall not have any basement that is
occupied for non-residential or commercial purposes, except where the pari
of the property proposed to be used for construction of a basement has been
reopened under the provisions of Act 2 or the appropriate statute, and
subjected to remediation activities that result in approval from the
Department under Act 2 or the appropriate statute for construction of a
basement.
3) For any new building 'that might be constructed on the property in the future,
if this building will be heated and occupied on a regular basis, vapor
intrusion pathways from soil and from groundwater ftf--fR.tm-into soil gas
must be explicitly assessed and addressed during the design and construction
of the building. The vapor intrusion pathway must be assessed and
addressed consistent v.rith Act 2 or the appropriate statute.
4) Because a portion of the PROPERTY is located in tbe IOO-year and 500-
year flood plains, the Planning and Zoning Code for the City of Chester shall
be followed for constructing structures on the PROPERTY.
5) No owner or operator shall make, or allow to be made, any alteration,
improvement, or disturbance in, to, or about the PROPERTY which disturbs
any engineering control (cover, fencing and signage) or which creates an
unacceptable risk of exposure of humans or the environment to chemical
constituents at the PROPERTY for any purpose whatsoever, unless;
a. The part of the property proposed to be altered, improved or dishlrbed
has been reopened under the provisions of Act 2 or the appropriate
statute, and subjected to remediation activities that result in approval
.from the Department under Act 2 or the appropriate statute for
alteration, improvenlent' or disturbance.
b. Proper controls are implemented to protect human health, the
environment and occupation'al safety (i.e., 29 CFR.1910.1200 -
Hazard Communication or HAZCOM),
c. The material generated as part of the intrusive activity is segregated
__.,.",. __ 'c.o.__,_"."__ disposal, and,
d. The fencing and covers are repaired, or alternative engineering
controls are implemented. The Department or any successor agency
must approve any fence or cover repairs or any alternative engineered
controls; or,
e. The surface of the PROPERTY has attained the Act 2 non-residential
site-specific standard. To ensure that this standard is maintained in the
future, any soil removed [TOm below the top 6 inches should be 1)
replaced in the ground below the top 6 inches, 2) placed in the top 6
inches after it has been tested and evaluated under the relevant
provisions of Act 2 or the appropriate statute regarding acceptable
concentrations in soil in the top 6 inches, or 3) disposed of off the
PROPERTY in an appropriate manner. Specifically, all excavated

3
 DRAFT 08/22/08

materials removed from the PROPERTY shall be managed,

transported and disposed of in compliance with all applicable federal,
state and local laws, regulations and ordinances including, without
limitation, those pertaining to environmental protection and
occupational safety.
6) With one exception, on-site groundwater shall never be used for any purpose
whatsoever, and shall not be extracted or released from beneath the surface
of the PROPERTY for any purpose. The exception involves non-drinking
water uses of groundwater. Non-drinking water uses of groundwater (for
example as non-contact cooling water) will be allowed if the PROPERTY is
. reopened with respect to groundwater under the provisions of Act 2 or the
appropriate statute, and the site groundwater is subjected to remediation
activities that result in approval from PADEP under Act 2 or the appropriate
statute for the non-drinking water groundwater use. The general prohibition
against the use of groundwater as a source of drinking water (which includes
a prohibition against using groundwater for bathing, cooking, filling
swimming pools and similar uses) .is supported by the following
attachments:
7) The City of Chester Planning and Zone Code, Article 1 309.08(a) requires
that all properties shall be connected to the Municipal Sanitary Sewer
System and the Public Water Supply System.
8) GRANTOR has applied for and received from the PADEP a Non-Use
Aquifer Determination for the PROPERTY. Therefore no potabJe water is
available for extraction and use from the site.

6. Notice of Limitations in Future Conveyances.

Each instrument hereafter conveying any interest in the Property subject to this
Environmental Covenant shall contain a notice ofthe activity and use limitations set forth
in this Environmental Covenant and shall provide the recorded location of this .
Environmental Covenant.

7. Compliance Reporting.
By the end of every January following the effective date of this Environmental Covenant,
the current Owner shall submit to the Department written documentation stating whether
or not the activity and use limitations in this Environmental Covenant are being abided
by. The Owner shall submit, to the Department and any Holder listed in Paragraph 3:
written documentation following transfer of the property; documentation concerning
proposed changes in use of the property; notice of the filing of applications for building
permits for the property that affect the restrictions or restricted areas identified in this
Covenant; or, proposals for any site work affecting the contamination on the property
subject to this Environmental Covenant.

8.. Access bv the Department.

 DRAFT 08/22/08

In addition to any rights already possessed by the Department, this Environmental

Covenant grants to the Department a right of access to the Property ill' ensure proper
implementation of this Environmental Covenant and a right of access to the Department
and to PEeO Energy Company with respect to enforcement of this Environmental
Covenant.

9. Recordation & Proof & Notification.

10. 7. COfilplJallce Repol-ting. By the end of [il1sert inten'al for reporting
detem1ined to be necessary by the Department e.g,,' "C\2fY January following the
effective date of this Environmental Covenant" or "e\'6ry third January followin.g the
effective d..J e of this Environmental Co\'enaot"], the Owner and each owner
shall 10 the Department and any Holder lis\ea-in Paragraph 3, written
documentation stating vih ethElf or not the activity and use linlitations in tl.. .is
Envtromilental COYtmant are being abided by. The Owner and each subsequent owner
shall submit, to the DepaIifflent and any Holder liJ\ed in Paragraph 3, written
documentation follov"zing transfer of the property, concerning proposed changes in use of
the property, filing of applications for building permits for the property or proposals for
any site werle affecting the contan1ination on the property to thi:; EnvirOlID1cntal
Covenant.

8. Aecess iw the Department. in addition to any already

by the Department, this Environmental Covenant grants to the Department a right of
access of the Property in connection with implementation or enforcement of this
Environmental Covenant.
Within 30 days after the date of the Department's approval, the Owner(s) shall file this
Environmental Covenant with the Recorder of Deeds for each County in which the
Property is located, and send a file-stamped copy of this Environmental Covenant to the
Department within 60 days of recordation. Within that time period, the Owner(s) also
shall send a file-stamped copy to each of the following: each Municipality and County in
which the Property is located; any Holder identified in this Environmental Covenant;
each person holding a recorded interest in the Property; each person in possession of the
Property; and persons as required by the Departrnentj.

10. Termination or Modification.

This environmental covenant may only be tenniriated or modified in accordance with
Section 9 ofUECA, 27 Pa. C.S. § 6509, including as fullov.'::: [In some circumstances:--tt
may he appro]JTiatc for the to be limited to :: specific duration or the occurrence
of a event. If Sf:, specify those conditions which ffiU:;t occur for the eoyenant to
b:: :em1inated:, and also indicate thm the Depunnwnt l11e.s1 apjxovc, in writing, Elf-th<:..,
urmination.]

11. Department's address.

5
 DRAFT 08/22/08

Communications with the Department regarding this Environmental Covenant shall be

sent to:

Benjamin E. Henry
PECO Energy Co.
Senior Project Manager, Remediation Projects
2301 Market Street, S9-1
Philadelphia, P A 19103
(215) 841-5641

ACKNOWLEDGMENTS by Owner(s) and any Holder(s), in the following form:

PECO Energy Co.

"Grantor"

Date: By: Michael Williams

Name: _

Title: Director, Real Estate

[Name of Holder], Grantee

By:
Name:
Title:

COMMONWEALTH OF PENNSYLVANIA )[other state, jf eKccuted outside P .r\]

)
COUNTYOF _ ) SS:

On this _ day of ,20_, before me, the undersigned 0 fficer,

personally appeared [Owner, Grantor] who acknowledged himselflherself to
be the person whose name is subscribed to this Environmental Covenant, and
acknowledged that s/he executed same for the purposes therein contained.

In witness whereof, I hereunto set my hand and official seal.

Notary Public

)lother state, i:' C:<(J.;;tjted PAJ

)ss:
6
 08/22/08
DRAFT
On this day of , ")0 . hefore me, the under3igned offi::.:er.
J*rsonally appeaF3d [HoldeL GranttJe] who acknowledged himseWherself k)
be the per3Clfl ",hO:;(3 name is :;ubscrihed to this Enyironmental Covenant, and
acknowledged that s'lw executed same for the purposes t:1crein conkined.

. In witness '",hereof, 1 hereunto set my hand and official seal.

Notary Public.

APPROVED, by Commonwealth of Pennsylvania,

Department of Environmental Protection
Date: By: _
Name: - - - - - - - -
Title:- - - - - - - -

COMMONWEALTH OF PENNSYLVANIA )
)
COUNTYOF _ ) ss:

On this _ day of , 20_, before me, the undersigned officer,

personally appeared , who acknowledged himselflherselfto be the
_ _ _ _ _ _ [Title] of the Commonwealth of Pennsylvania, Department of
Environmental Protection, [insert name of regional office], whose
name is subscribed to this Environmental Covenant, and acknowledged that slhe executed
same for the purposes therein contained.

.In witness whereof, I hereunto set my hand and official seal.

Notary Public

7 I

I
 DRAFT 08/22/08

EXHIBIT A (to be revised)

All that certain Lot or Piece of Land, situated on the Southwest comer of
Delaware Avenue or Street and Norris Street, in the said City of Chester. taining in
front measured thence Westwardly along the said Delaware Avenu ree hundred and
ten feet, and extending in depth Southwardly of that width, g the said Norris Street
five hundred and sixty-seven feet, more or less, to 10 ater mark on the Delaware
River. Bounded on the West by the other I the said grantee (Suburban Gas
Company of Philadelphia).
(Being the same premi hich Arabella Hinkson et al by their Indenture leaning
date the twenty-first da April A.D. 1902 and intended to be forthwith duly recorded
in the Office for ecording ofDeeds to in and for the County of Delaware aforesaid
granted
.
conveyed unto
. the said John D. Lear in fee.)

8
I
____
 DRAFT 08/22/08

Exhibit B - Ma of Property

I Propane Storage Area I .:.

/
8
i

?rOP ne
Storage
.-
\',,-
I
Tanks " "-..
\(
I Gas Holder 5 h--\' . '\

"--w-"-te-r-Ta-n-k---" .' ' !

'"
(Former Oil ····'1""\I! i IH t !.
I Tank)

I Historical SlruCluro
I Current Structure
J"": FORMER qRITT MGP sm:
td) l.•. c;IIl< ... :-< . . lJw.\'n II' J1.. l'r'p"'.d Iw: BAL LOCATJON, OF G'RRENT ANfl Hl'l'ORI<::AL
I.n;:. ,:md ltt.- d"l:'dim,... Ih.- pbll1o::,-;"ph, ... t-fJ- ,TwaFRB
lako.
my or CHESTER I'F.NliSYLV.:.NIA
"'<:".P'

I
-'
 EXHIBIT" C-2 II

Act 2 Restrictive Covenants

19
PHILADELPHIAIJ70192318223905.000
Prepared by:
PECO Energy Company
2301 Market Street, N3-3
Philadelphia, PA 19103
(215) 841-5379

Return to:
PECO Energy Company
2301 Market Street, N3-3
Philadelphia, PA 19103
(215) 841·5379

Tax Parcels: 49-09-00777-02

49-09-00nS-oo

DECLARATION OF COVENANTS, RESTRICTIONS AND

DEED DISCLOSURE NOTICE

THIS DECLARATION OF COVENANTS,· RESTRICTIONS AND DEED

DISCLOSURE NOTICE ("DECLARATION") is made day of
2006, by PECO Energy Company of Philadelphia, Pennsylvania, ("DECLARANT") , a
Corporation organized and existing under the' laws of the CommoRwealth of
Pennsylvania; PECO Energy Company's current postal address is: 2301 Market Street,
Philadelphia, Pennsylvania 19103.

BACKGROUND OF DECLARATION

The DECLARANT is the present record owner of the ground, with buildings
known as the former Tilghman Street manufactured gas plant ("PROPERTY") located
within the municipal limits of the City of Chester. Delaware County, Pennsylvania, being
Tax Parcels 49-09-00777-02 and 49-09-00778-00. The PROPERTY is the same
PROPERTY recorded in Office of Deeds in and for the County of Delaware by
Indenture for the following parties: ,-

1. Grantor William L Fox to the Grantee Philadelphia Suburban Gas and Electric
Company on October 18, 1911, in fee.
2. GrC!-ntor Delaware County Gas Company to the Grantee Suburban Gas
Company of Philadelphia on April 1, 1902, in fee.
3. Grantor John D. Lear to the Grantee Suburban Gas Company of Philadelphia on
April 22, 1902, in fee.
4. Electric Realty Corporation to the Grantee, Philadelphia Electric Company (now
known as PECO Energy Company) on 1/29/1946, in fee.
5. Elizabeth K. Morris, single woman·, to Grantee, Philadelphia Electric Company
(now known as PECO Energy Company) on 8/31/1946, in fee.

As noted in Enclosure 1 to this Notice (see letter from the Pennsylvania

Department of, Environmental Protection (UPADEP") to DECLARANT dated December
17, 1998), DECLARANT has demonstrated attainment of the Land Recycling and ;

"
Environmental Remediation Standards Act ("Act 2") for soil and groundwater (under the

Page 1 of 7
Site Specific Standards). This letter summarizes the cleanup activities performed and
the chemical constituents in soil and groundwater for which the DECLARANT has
received liability protection.

The DECLARANT, as the present legal owner of the PROPERTY, wishes to

impose on it the Restriction in this Declaration. If the PROPERTY owned by the
DECLARAf\IT is sold, it is the intention of the DECLARANT to sell the PROPERTY
subject to this DECLARATION by means of including the Notice and Restriction in this
DECLARATION in any deed from the DECLARANT to future grantees, their heirs,
executors, administrators, successors, assigns, and subsequent grantees.

NOW, THEREFORE, intending to be legally bound, DECLARANT hereby

declares that the PROPERTY shall be held, sold and conveyed subject to the Notice
and Restrictions set forth herein. The DECLARANT further declares that this
Restriction shall be deemed a covenant and restriction running with the PROPERTY in
perpetuity, and shall be binding upon all parties having any right, title or interest in the
PROPERTY, or any part thereof and their respective heirs, executors, administrators,
successors, assigns, and subsequent grantees.

FURTHER, the DECLARANT, intending to be legally bound, specificaiiy warrants

that the transfer of the PROPERTY, or any part thereof from it to any grantee shall be
by means of a Special Warranty Deed ("DEED") which shall specifically include the
notice set forth hereinafter and which shall incorporate by reference this
DECLARATION.

l. NOTICE TO BE INSERTED IN DEEDS ("NOTICE")

DEED DISCLOSURE STATEMENT

NOTICE: The grantee and all subsequent owners of this PROPERTY are
hereby notified that hazardous substances were managed on the PROPERTY as a
result of previous industrial activities.

The PROPERTY was the location of a former manufactured

gas plant ("MGP"), which was used to manufacture gas from
coal, oil or some combination of such materials from 1892
until 1977. This gas was then distributed by DECLARANT
or its predecessors for use by its customers for cooking and
heating purposes. Since the 1940s and on the date this
Notice was filed, DECLARANT has used the PROPERTY for
non-residential purposes related to natural gas and propane
air distribution.

Portions of the PROPERTY contain measurable levels of

certain polycyclic aromatic hydrocarbons ("PAHs"), volatile

Page 2 of 7
 organic compounds (UVOCs"), and metals in soil and
groundwater.

Residuals from the former MGP and impacted soils were

removed from 1995 to 1998 by DECLARANT. A total of
3.576 tons of hazardous materials and 2,626 'tons of non-
hazardous material was excavated, transported and
disposed of at licensed disposal facilities. Clean fill or stone
were used to cover these areas where excavation activities
occurred. A total of 25,100 gallons of hazardous liquids
were also removed from the PROPERTY during these soil
remediation efforts and treated at an off-site treatment
facility. Additionally, both light and dense non-aqueous
phase liquids ("NAPL," "LNAPL" or "DNAPL") were also
removed from the PROPERTY by DECLARANT using
r' passive absorbent booms and active recovery belt systems
in 1997 and 1998, respectively. Approximately 55 gallons of
NAPL were removed from wells MW-03D and MW-13D from
January through September 1998).

Subsurface soils with concentrations of constituents that are

above the Non-Residential Medium Specific Concentrations
("MSCs") under the Statewide Health Standard for Act 2
remain, at the PROPERTY. Exhibit A in Enclosure 1
presents a site location map and areas where soil
excavation and NAPL removal activities have been
conducted.

This information is being provided in accordance with the provisions of the

Pennsylvania Solid Waste Management Act, the Pennsylvania Hazardous Sites
Cleanup Act and "Act 2". Unless otherwise permitted by law, this NOTICE is and shall'
be made a part of the DEED for all future conveyances or transfers of the PROPERTY
(or any part thereof) by the grantee, and all subsequent owners of the PROPERTY or
any portion of the PROPERTY affected by the hazardous substance disposal. This
requirement shall be deemed a covenant running with the PROPERTY in perpetuity.

II. DEED RESTRICTION (TO BE INSERTED IN DEEDS)

UNDER AND SUBJECT TO easements, rights, covenants, conditions, and

restrictions of record: if any, or otherwise visible on the ground and subject to the
following conditions and restrictions to which the PROPERTY and any building or
buildings which may be erected thereon hereafter remain subject:

1. The PROPERTY conveyed hereby shall never be used for any form or type of
residential use or structure whatsoever inclUding by way of example, and not by way
of limitation, single and multiple family dwellings, apartments, condominiums,

Page 3 of 7
 modular homes, houses, trailers, etc., except where the part of the property
proposed to be used for such residential use has been reopened under the
provisions of Act 2 or the appropriate statute, and subjected to remediation activities
that rl?s4lt in approval from PADEP under Act 2 or the appropriate statute for such
residential use.
2. The PROPERTY conveyed hereby shall not have any basement that is occupied for
non-residential or commercial purposes, except where the part of the property
proposed to be used for construction of a basement has been reopened under the
provisions of Act 2 or the appropriate statute, and subjected to remediation activities
that result in approval from PADEP under Act 2 or the appropriate statute for
construction of a basement.
3. For any new bUilding that might be constructed on the property in the future, if this
bUilding will be heated and occupied on a' regular basis, the vapor intrusion pathway
mustbe explicitly assessed and .addressed during the design and construction of the
building. The vapor intrusion pathway involves volatilization of constituents from
soil, groundwater or both into soil gas and subsequent seepage of the constituents
through cracks in the building foundation into the building's interior. The vapor
intrusion pathway must be assessed and addressed consistent with Act 2 or the
appropriate statute. '
4. Because a portion of the PROPERTY is located in the 100-year and 500-year flood
plains, the Planning and Zoning Code for the City of Chester shall be followed for
constructing structures on the PROPERTY.
5. No owner or operator shall make, or allow to be made, any alteration, improvement,
or disturbance in, to, or about the PROPERTY which disturbs any engineering
control (cover, fencing and sjgnage) or which creates an unacceptable risk of
exposure of humans or the environment to chemical constituents at the PROPERTY
for any purpose whatsoever, unless;
(a) The part of the property proposed to be altered, improved or disturbed
has been reopened under the provisions of Act 2 or the appropriate
statute, and subjected to remediation activities that result in approval
from PADEP under Act 2 or the appropriate statute for alteration,
improvement or disturbance.
(b) Proper controls are implemented to protect human health, the
environment and occupational safety (Le., 29 CFR.191 0.1200 - Hazard
Communication or HAZCOM),
(c) The material generated as part of the intrusive activity is segregated for
proper disposal, and
(d) The fencing and covers are repaired, or alte rnative engineering controls
are implemented. The PADEP or any successor agency must approve
any fence or cover repairs or any alternative engineered controls; or,
6. The surface of the PROPERTY has attained the Act 2 non-residential site-specific "

standard. To ensure that this standard is maintained in the future, any soil removed 'I
!
from below the top 6 inches should be 1) replaced in the ground below the top 6

Page 4 of 7
 inches, 2) placed in the top 6 inches after it has been tested and evaluated under
the relevant provisions of Act 2 or the appropriate statute regarding acceptable
concentrations in soil in the top 6 inches, or 3) disposed of off the PROPERTY in an
appropriate manner. Specifically, all excavated materials removed from the
PROPERTY shall be managed, transported and disposed of in compliance with all
applicable federal, state and local laws, regulations and ordinances including,
without limitation, those pertaining to environmental protection and occupational
safety. ..

7. With one exception, on-site groundwater shall never be used for any purpose
whatsoever, and shall not be extracted or released from beneath the surface of the
PROPERTY for any purpose.· The exception involves non-drinking water uses of
groundwater. Non-drinking water uses of groundwater (for examp.le as non-contact
codling water) will be allowed if the PROPERTY is reopened with respect to
groundwater under the provisions of Act 2 or the appropriate statute, and the site
groundwater is subjected to remediation activities that result in approval from
PADEP under Act 2 or the appropriate statute for the non-drinking water
groundwater use. The general prohibition against the use of groundwater as. a
source of drinking water (which includes a prohibition against using groundwater for
bathing, cooking, filling swimming pools and similar uses) is supporfed by the
following attachments:

(a) The City of Chester requires that all properties shall be connected to the
Municipal Sanitary Sewer System and the Public Water Supply System
(see Enclosure· 2 from the City of Chester Planning and Zone Code,
. Article 1309.08(a)).

(b) DECLARANT has applied for and received from the PADEPa Non-Use
Aquifer Determination for the PROPERTY, which is included in Enclosure
3.

8. The grantee, for itself, its successors and assigns, by acceptance of this DEED
hereby acknowledges and agrees with the grantor, its successors and assigns, that
the conditions and restrictions set forth above shall be a covenant running with the
land in perpetuity, and that in any deed or conveyancBof the ground or any part
thereof to any person, persons or corporations, the conditions and restrictions shall
either be included verbatim in such deed, or incorporated by reverence therein.

III. INCORPORATIQN BY REFERENCE

The failure to include the language in either (or both) paragraphs I and 1/ above,
shall in no way affect the binding nature of this DECLARATION upon any person having
or acquiring any right, title, or interest to the PROPERTY or any part ot it, it being the
express intent of the DECLARANT that this DECLARATiON shall constitute a covenant
and restriction running with the PROPERTY in perpetuity, whether any deed conveying

Page 5 of 7
the PROPERTY or any part of it does not contain the express language of this
DECLARATION.

IV. GOVERNING LAW

This DECLARATION shall be governed and construed in accordance with the

laws of the Commonwealth of Pennsylvania.

V. SEVERABILITY

In the event any provisions of this DECLARATION are determined by a court of

competent jurisdiction to be invalid or unenforceable, such invalid or unenforceable
provision shall be deemed stricken and shall not affect the validity or enforceability of.
any other provision of this DECLARATION. Further, in the event any provisions of this
DECLARATION are unenforceable or invalid as written, but may be reformed so as to
make them valid and enforceable in accordance with the reasonable intent of the
DECLARANT, it is the intent of the DECLARANT that any court interpreting such
revisions shall, to the extent permitted by law, reform the same so as to make the same
valid and enforceable in accordance with the reasonable intent of the DECLARANT as
express herein. -

IN WITNESS WHEREOF, PEeO Energy has caused this DECLARATION to be

duly executed the day and year first above written.

By:
.

...
(
12
PEeD ENERGY COMPANY, a Pennsylvania

WL . . . .- .
."'-"""-j
.:

....J
Title: Djrector, Real Estate & Facilities

Attest:
Asst. Corporat Secretary

Page 6 of 7
COMMONWEALTH OF PENNSYLVANIA:
:ss
COUNTY OF PHILADELPHIA

On this, thed· - day a 2006, before me, a notary

public. personally appeared Michael A. Williams, who acknowledged himself to be the
Director, Real Estate & Facilities of PECO Energy Company, a Pennsylvania
corporation and that he in such capacity, being authorized to do so, executed the
foregoing instrument for the purposes therein contained, by signing the name of the
corporation by himself in such capacity.

IN WITNESS WHEREOF•. J have hereunto set my hand of official seal.

My Commission Expires: COMMONWEALTH OF PENN!lYLVANIA

Notarial Seal
Suzanne M. LydzInski. Nolaty Public
CJIy a Phia:leIphIa. Pl»ladelphia County
File Nos. PE 213-1,444-1,445,446,873
Mernbe<. Penmylvanla Assoclatton 01 Notatles

Enclosures:
1. Enclosure 1 (Act 2 Closure Letter from PADEP to PECO Energy Company - dated
December 17,1998).
2. Enclosure 2 (Facsimile Transmission from City of Chester Planning Department to
. PECO Energy Company - dated November 1,2006).
3. Enclosure 3 (Non-Use Aquifer Determination Letter from PADEP to PECO Energy
Company- dated October 21, 1997)..

Page 7 of 7
 ENCLOSURE 1

Act 2 Closure Letter from PADEP to PEeO Energy Company

(Dated December 17, 1998 - includes Site Map)

.,
'I
· -.

Pennsylvania Department of Environmental Protection

Lee Park, Suite 6010
555 North Lane
Conshohockcn, PA 19428
December 17, 1998

Southeast Regional Office 610-832-5949

Fax 610-832-6143

Mr. Michael F. Heisler, P.E.

PECD Energy Company
Environmental Affairs
P.O. Box 8699
Philadelphia, PA 19101·8699

Re: Eep -Special Projects

PECO Energy - Tilghman Street MGP
LRP-lD No. 1-23-1-3996
Tilghman and Front Streets
City of Chester
Delaware County

Dear Mr. Heisler:

The Pennsylvania Department of Environmental Protection (Depanment) has reviewed the

I
Tilghman Street Fonner MGP Site Final Report, dated October 2, 1998, submitted by GEl Consultants,
Inc. This submission constitutes n Final Report pursuant to the provisi ons of the Land Recycling and
Environmental Remediation Standards Act (Act 2).

I
The Filla! Report documents the investigation and remediation of soils, groundwater, surface
water, and sediments contaminated with metals, polyaromatic compounds and volatile organic
compounds. The contamination at the site was the result of historic manufactured gas plant activities.
The Act 2 Site-Specific Standard was applied to the affected media 3t the site.

The Final Report is hereby approved by the Department in accordance with the provisions of
Act 2. The Final Report documents the site has attained the Act 2 Site-Specific Standard for metals,
polyaromatic compounds and volatile organic compounds. The site is, therefore, afforded the liability
protection as outlined in Chapter 5 of Act 2 for the contaminants identified and rernediated.

hllp". "."'".........
. 1

Mr. Michael F. Hels]er, P.E. . 2 . December 17. 1998

b
L
Ii

Thank you for your cooperation in working with the Department in the remediation of this site.
H you have any questions or need further information regarding this maue\. please feel free to call me al
610-832-5965.

. Bruce D. Beitler
Program Mana,ger
Environmental Cleanup

cc: Mr. Day-Lewis

Ms. Reigh
Mr. Hess
Mr. Fidler
Ms. Tremont
Ms. Warren
Ms. Slimon
Chester County Health Department
Re 30 (GJC98ECP)351. 10
'I
I
 ENCLDSURE2
Facsimile Transmission From City of Chester Planning
Department to PEeD Energy Company
(dated November 1,2005)

. ;
Nov 01 05 02: lOp Bldg P. 6104477907 p. I

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 Nov. 01 OS 02:10p Bldg Zoning 6104477907 p.2

1309.08 PLANNING AND ZONING CODE is

(c) Whcre-rer posslble, subdividers shall preserve treeB more than sIX Inches In
diameter at the baae of the ·trunk, groves, waterways. scenic points, historic
spots and other community assets and landmarks.
(d) In subdiv'lslons which provide or are Lntended to provide rousing faoUitles for more
than fitty families, suitable open areas may be required for recreation. Standards
to be used by the Planning Commisslon in testEng the adequacy of space provided
shall be a6 follows:
50 to 300 families 1 aero per hundred families
Over 300 families 3 acres plus one-qua.rte1' acre per
. hundrod families over 300
(OJ'd. 22-1965 §606.• Passed 9-17-65.)

1309.08 SEWER AND WATER CONNECTIONS.

The following stanclards shall npply to conneotion with sewer and water utilities:
(3.) All properties Bb.all be oonnected to the Munioipal sanitary sewer system and to
tho public water supply system. .
(b) InsbUlation of all sewor. water and other ntilLtles shall be in strict accordance
with the engineering standards Blld specifications of the City Engineer, muni-
oipal authority or other public utLlity concerned.
(c) Storm water dralnago facLlLti.es shall be installed in accordance with standards
and specificationa of too City Engineer, and, where necessary, the City Engineer
may spoclal grading or paving of surface water couraos and protective
improvements of tbD banks or aides of stream ohannels.
(Ord. 22-1965 §607. Passed 9-17-65.)

1309.09 MONUMENTS.
Permanent monuments shall be placed throughout the subd Ivision, subject to the
approval of the City Engineer, to give full sllrveying control for each blook and (or all
nreas of. proposed dedication or publio easement. MouUlIlen.ts flball not be placed in the
ground until final grading ls completed. (Ord. 22-1965 §608. Passed

1309.10 COMMERCIAL, INSTITUTIONAL AND INDUSTRIAL DEVELOPMENT.

(a) Subdlvislon and develq>mont for oommerci.al 8Xld institutional uses shall conform
to the follOWing stanClards and requirements in addition tOtbe otherdSs{f;nstrindards Of··
thLs artiole:
(1) Off-street parking areas sb.all be paved according to the specifioations of the
City Engineer and shall be laid out with raised barriers or painted stalls to
facilitate the officient and convenient use of the lot.
(2) Off-street parking space shall be suitably UlumlnatccI. if intended for nigbt
time uso.
(S) Trafflc to and from the tlarklng area shall be channelized by the use of raised
strLpB or other suitable barriers. Access points sh.a1l be located on minor
streets where prnctLcable, and as far from street intersections as foasible.
Signs shall not be located wbere they will interfere wLtb visibility at access
points.
 ENCLOSURE 3

Non-Use Aquifer Determination Letter 'from

PADEP to PECD Energy Company
(Dated October 21, 1997)
 Pennsylvania Department of Environmental Protection
Lee Park, Suite 6010
555 North Lane
Conshohocken, PA 19428
October· 21, 1997

SoutheJl.St Regional Office 610-832-5949

Fax 610-832-6143

Mr. Michael F. Heisler, P.E.

PECD Energy Company
Environmental Affairs
P.O. Box. 8699
Philadelphia, PA 19101-8699

Re: ECP - Special Projects

PECD Energy - TilghmanSt. MGP
LRP-ID# 1-23-1-3996
Tilghman and FrontSts.
City of Chester
Delaware County

Dear Mr. Heisler:

Please be advised that the Non-Aquifer detennination titled "Tilghman Street Former MGP Site,
Compliance with Non-Residential, Non-Use Aquifer Requirements" submitted September 3, 1997
pertaining to the subject site is hereby approved by the Department ofEnvironmental PTOtection in
accordance with the provisions of the Land Recycling and Environmental Remediations Standards Act
(Act 2).

Thank you fot your cooperation in working with the Department in the remediation of this site. If
you need any additional infonnatioD regarding this matter, please feel free to call me at (610) 832 - 5929.

Pamela S. Reigh
Hydrogeologist
Environmental Cleanup Program

cc: Mr. Day-Lewis

Mr. Beitler 1

GEl CoIl5U1tants, lnc. - Atlantic "i,

,
Chester City Health Department
Re (PST)
Printed on l1.ecydcd "'pe<
 EXHIBIT "D"

Environmental Reports

20
PHILADELPHIAlJ 701923\8 223905.000
Company Name Report Name Date of Report
Historical Photos of plant and piping
construction
Historical Remediation Photographs

Atlantic Environmental Services Site Investigation Report, Tilghman Street 2/1/1995

Focused Remedial Investigation, Final Report,
Atlantic Environmental Services Tilghman Street 8/1/1996
Environmental Standards Ecological Characterization, Tilghman Street 3/2/1998
Human Health Risk Assessment, Tilghman
Environmental Standards Street 3/2/1998
NAPL Remediation Interim Measures, Tilghman
GEl/Atlantic Street 4/3/1998
GEl/Atlantic Cleanup Plan, Tilghman Street 4/9/1998
Woodward Clyde International Construction Summary Report, Surface Soil
Associates Excavation, Tilghman Street 9/16/1998
GEl/Atlantic Final Report, Tilghman Street 10/2/1998
Tilghman Street MGP - Propane Storage Tank
Expansion Project - Waste Disposal, BID
Clean Harbors Proposals 11/20/1992
Atlantic Environmental Services,
Inc. Work Plan for Preliminary Investigation Jan-93
Tilghman Street MGP - Propane Storage Tank
Expansion Project - Project Team Meeting
Notes 2/28/1993
Tilghman Street - Propane Storage Tank
Advanced Environmental Expansion Project - Review of Soil Disposal
Technology Corporation Bids 5/13/1993
Atlantic Environmental Services,
Inc. Interim Report Preliminary Site Investigation Nov-93
Tilghman Street MGP - Pre-Demolition
PECO Energy Environmental Assessement by Parsons ES Jan-94
Atlantic Environmental Services, Tilghman Street MGP - Supplemental
Inc. Investigation Work Plan and Report Jan-94
Raytheon Engineers & Tilghman Street MGP - Propane Storage Tank
Constructors, Inc. Expansion Project - UC&C Invoices 2/2/1994
Atlantic Environmental Services, Tilghman Street MGP - Data Summary, Vol 1 -
Inc. Figures 7127/1994
MARCOR of Pennsylvania Inc. Tilghman SU1995 Pilot Study by MARCOR 1/6/1995

J.P. Newton, IWT Tilghman Street MGP - MARCOR Pilot Study Feb-95
PECO Energy Tilghman SVPresentation to Partrylo 3/8/95 3/8/1995
PECO Energy Tilghman St./Demolition Bid Spec 3/8/1995
Raytheon Engineers &
Constructors Tilghman Street MGP - Sample From Manhole 4/10/1995
Tilghman Street MGP - Tar Seperator - Clean
MARCOR Environmental Earth 9/25/1995
Tilghman Street MGP - Purifier SB/Remediation
Ashworks, Inc. Oversight 2/21/1996

MGP Tilghman Document List #1 .xls

Company Name
United Engineers &
Constructors
United Engineers &
Constructors
Environmental Standards, Inc. Assessment by Environmental Standards
Environmental Standards, Inc. Plant
United Engineers &
Constructors
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Tilghman Street Tar Separator
Cleanout Project Completion
Report
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Tilghman - MGP Document List #2.xls
Name Report Date of Report
Tilghman Street MGP - Propane Storage
Tank Expansion Project - UE&C Site
Characterization Report 6/4/1992
Tilghman Street MGP - Propane Storage
Tank Expansion Project - UE&C Lab
Results 8/3/1992
Tilghman Street MGP - Propane Storage
Tank Expansion Project - Risk
8/20/1992
Assessment of Risks Posed by
Subsurface Soil Contamination Before
and After Installation of a Propane Tank
Farm at the PECO Tilghman Street Gas
11/24/1992
Tilghman Street MGP - Propane Storage
Tank Expansion Project - Exposure
Monitoring Results 5/12/1993
Interim Report Preliminary Site
Investigation .11/1/1993
Data Summary Tilghman Street
Manufactured Gas Plant Site Chester,
Pennsylvania 7/27/1994
Draft Interim Report Site Investigation -
Tilghman Street Manufactured Gas Plant
Site Chester, Pennsylvania - Volume 2:
Figures 10/26/1994
Draft Interim Report Site Investigation -
Tilghman Street Manufactured Gas Plant
Site Chester, Pennsylvania - Volume 3:
Data Tables 10/26/1994
Tilghman Street MGP/Remedial
InvestigationlWork Plan 7/6/1995
Woodward-Clyde Consultants 11/10/1995
Tilghman Street MGP - 1996 EPRITC
Proposal 3/12/1996
Final Documentation Report for the
Completion of Remedial Actions for:
Purifier house/Surficial Tar Area,
Tilghman Street Former Manufactured
Gas Plant Chester, Pennsylvania -
Volume 1: Text, Photographs, and Plans 8/2/1996
Company Name
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Chem Clear RCRA Corrective
Action Clean Harbors Cost
Recovery
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental
Services, Inc.
Atlantic Environmental Division
Atlantic Environmental Division
Mike Heisler PECD Energy
Mike Heisler PECD Energy
Pennsylvania Department of
Environmental Protection
Atlantic Environmental Division
Environmental Standards, Inc.
Name Report Date of Report
Final Documentation Report for the
Completion of Remedial Actions for:
Purifier house/Surficial Tar Area,
Tilghman Street Former Manufactured
Gas Plant Chester, Pennsylvania -
Volume 2: Appendices 8/2/1996
Tilghman Street MGP Site Focused
Remedial Investigation Final Report -
Volume 2: Figures 8/6/1996
Tilghman Street MGP Site Focused
Remedial Investigation Final Report -
Volume 3: Tables 8/6/1996
Tilghman Street MGP Site Focused
Remedial Investigation Final Report -
Volume 4: Appendices 8/6/1996
Tilghman Street MGP - Deep DNAPL
Closure 9/12/1996
Clean Harbors - Credits 9/30/1996
Tilghman Street MGP - Bulkhead
Evaluation 11/8/1996
Tilghman Street Former MGP Site Soil
Assessment Report 11/20/1996
Tilghman Street MGP - Soil Assessment -
Risk Screening 11/20/1996
Tilghman Street/Ground - Water
Monitoring Work Plan 2/13/1997
GEl Consultants, Inc. Tighman Street 5/13/97, 6/22/98,
NAPL Recovery Progress Report 8/12/98, 9/16/98,
Operation and Maintenance Activities 11/3/98, 12/29/98
Tilghman Street MGP - Material Collected/
Prepared For Tax Case 5/29/1997
Tilghman SI. MGP/ Clean up Plan 8/4/1997
Tilghman Street MGP - Non-Use Aquifier
Determ ination 8/29/1997
Tilghman Street MGP - GW Monitoring
Results 2/4/1998
Ecological Characterization PECD Energy
Tilghman Street Former MGP Site
Chester, Pennsylvania 3/2/1998

Environmental Standards, Inc. Tilghman Street Ecological Evaluation 3/2/1998

Human Health Risk Assessment
Tilghman Street Former MGP Site
Environmental Standards, Inc. Chester, Pennsylvania 3/2/1998
Tilghman Street MGP - BAP Cleanup
Environmental Standards, Inc. Standard Calculation 3/26/1998

Environmental Standards, Inc. Tilghman Street MGP - 1998 Remediation 3/26/1998

Tilghman - MGP Document List #2.xls

Company Name Name Report Date oJ Report
Tilghman Street Former MGP Site
Atlantic Environmental Division Cleanup Plan 4/9/1998
Pennsylvania Department of Tilghman Street MGP - RFD for 1998
Environmental Protection Remediation 5/19/1998

Atlantic Environmental Division GEl Consultants, Inc. Fax 6/17/98, 9/98

I Construction Summary Report - Surface
Soil Excavation Tilghman Street Former
MGP Site Chester, Pennsylvania PECO
Woodward- Clyde Energy Company 9/16/1998
Tilghman Street Former MGP Site Final
Atlantic Environmental Division Report 10/2/1998

Atlantic Environmental Division Tilghman Street MGP - Final Report 10/5/1998

Pennsylvania Department of
Environmental Protection Tilghman Street - PADEP Approval Letter 12/17/1998
Tilghman Street MGP - DNAPL Interim
Atlantic Environmental Division Measure 12/21/1998
Chester Water Front 412611999
Former Tilghman Street Manufactured
Gas Plant (MGP) Site, Chester,
URS Pennsylvania 6/28/2007
Propane Storage Area - Tilghman Street
MGP Site Submerged Lands License
URS Agreements 12/5/2007

Tilghman - MGP Document List #2.xls

 EXHIBIT F

License Agreement

PHL:5793543.18/FCPOO 1-247606
 PARKING LICENSE AGREEMENT

THIS PARKING LICENSE AGREEMENT (this "Agreement") is made as of the

_ _ _ _ day of ,2009 by and between BPG LP VIII SEAPORT P2 LP ("BPG
2"), BPG LP VIII SEAPORT P3 LP ("BPG 3") and RIVERTOWN DEVELOPERS, LP ("Rivertown"
and collectively with BPG 2 and BPG 3, "Licensor") and F.e. PENNSYLVANIA STADIUM, LLC
("Licensee").

Background:

A. BPG 2 is the owner of certain real property located in the City of Chester,
Pennsylvania known as Delaware County Tax Folio No. 49-10-00604-00 ("Lot 2"). BPG 3 is
the owner of certain real property located in the City of Chester, Pennsylvania known as Delaware
County Tax Folio No. 49-10-00607-00 ("Lot 3"). Rivertown is the owner of certain real property
located in the City of Chester, Pennsylvania known as Delaware County Tax Folio No. 49-11-
01308-00 ("Lot 5") and Delaware County Tax Folio No. 49-11-01313-00 ("Lot 6"). Lot 2, Lot 3,
the portion of Lot 5 depicted on Exhibit "A" and Lot 6 (6A and 6B) are hereinafter collectively known
as the "Premises". The Premises is depicted on the parking plan attached hereto as Exhibit "A".

B. Pursuant to a Lease Agreement between Licensee and the Delaware County

Chester Waterfront Industrial Development Authority ("DCCWIDA") dated February 18,2009
(the "Lease"), Licensee is developing a professional athletic stadium and related improvements
(the "Stadium") on certain real property located between Seaport Drive and the Delaware River in
the City of Chester, Pennsylvania (the "Stadium Property").

C. Licensor desires to grant to Licensee a license to permit the parking of motor

vehicles on the Premises during certain events held at the Stadium in accordance with the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties agree as follows:

1 Grant of License. (a) Licensor hereby grants to Licensee and its

employees, agents, contractors, guests and invitees a non-exclusive license, in common with
Licensor and its successors and assigns, to occupy and use, subject to the terms and conditions of
this Agreement, the Premises for the sole purpose of parking non-commercial motor vehicles on
the Premises during and immediately preceding and after events occurring at the Stadium and on
Lots 2 and 3 only during and immediately preceding and after events occurring at the Stadium,
parking trailers, buses and delivery vehicles and event set up vehicles, as well as non-commercial
motor vehicles. The license given herein to Licensee is not exclusive and Licensor reserves the
right at any time to grant other or similar privileges to use or occupy the Premises or any part
thereof, and to use or occupy the Premises itself, provided, subject to Section 9 hereof, such other
use does not materially interfere with the use of the Premises by Licensee and its invitees as
contemplated by this License.

(b) Licensee accepts the Premises in its "AS-IS" condition and agrees that
Licensor has no obligation to make any repairs, replacements or improvements to the
Premises. The rights and obligations of Licensor and Licensee shall not commence until such
PHL:5977546.2/FCPOOl-247606
1
time as the Stadium is substantially complete and Licensee has commenced operations and held a
ticketed event at the Stadium ("Rent Commencement Date").

2. License Fee. Licensee agrees to pay to Licensor an annual license fee each
License Year (defined below) equal to the greater of (a) fifty percent (50%) of the Net Parking
Revenues received by Licensee for parking on the Premises, or (b) $300,000.00 (the "License
Fee"). The License Fee shall be payable in equal monthly installments of $25,000 per month on
the first calendar day of each month following the Rent Commencement Date. Payments shall
be made to Licensor at the address set forth in Section 11 below or another address designated
by Licensor in writing. If the Rent Commencement Date is on a day other than the first day of a
month, the first monthly payment shall include the partial month. The first "License Year" shall be a
stub year consisting ofthe remaining portion of calendar year in which the Rent Commencement
Date occurs and each subsequent calendar year thereafter shall be a License Year. If a License
Year is less-than twelve full calendar months the License Fee payable pursuant to clause (b)
above shall be prorated based on the number of days in the License Year divided by 365.

Following the Rent Commencement Date, the License Fee shall be reconciled on each
July 1 for the preceding six month period (prorated if such period is less than 183 days) and January
1 for each preceding twelve month period (prorated if such period is less than 365 days).
Within thirty days after the end of each such period, Licensee shall deliver to Licensor a written
report signed by an authorized officer of Licensee showing the gross parking revenues and the
calculation ofNet Parking Revenues for the preceding six month or twelve month period, as the
case may be. If the July 1 semi-annual statement reflects that Net Parking Revenues exceed
$300,000 (prorated if less than 183 days) for the preceding six month period or the annual
statement reflects that Net Parking Revenues exceed $600,000 (prorated if less than 365
days) for a twelve month period, and Licensee has paid a Licensee Fee for such License Year
in an amount less than fifty percent (50%) ofthe Net Parking Revenues for such License Year,
Licensee shall, within thirty (30) days, pay to Licensor an amount equal to the difference
between the Licensee Fee actually paid by Licensee for such period and the License Fee due from
Licensee. Fees for parking shall be established by Licensee, subject to approval of Licensor, such
approval not to be unreasonably withheld or delayed.

"Net Parking Revenues" shall mean gross parking revenues after deduction of all
expenses associated with the use ofthe Premises pursuant to this Agreement, including without
limitation, all amounts to perform the other obligations ofLicensee in connection with use ofthe
Premises, all amounts to prepare or maintain the Premises for use by Licensee, charges incurred
for parking attendants and security costs or a company to perform such services, an allocation of
insurance premiums, and parking taxes.

IfLicensee fails to deliver any required report, Licensor shall have the right to cause an
audit of Licensee's books and records with respect to the Premises in order to determine the
amount of gross parking revenue.

3. Term; Early Termination.

(a) The term of this Agreement shall commence on the date hereof (the
"Commencement Date") and shall end on the fifth (5 th) anniversary of the Commencement Date (the
"Term").

PHL:5977546.2/FCPOOl-247606 2
 (b) Licensor shall have the right to tenninate this Agreement with respect to the
Premises or any portion thereof on which Licensor is proceeding with improvements, upon one
hundred twenty (120) days written notice to Licensee at any time after the second (2"d)
anniversary of the Commencement Date.

(c) Licensee or Licensor shall have the right to tenninate this License upon sixty
(60) days written notice to the other in the event that alternative locations to provide parking for the
Stadium Property are obtained in lieu ofparking spaces provided pursuant to this Agreement.

4. Use.

(a) The Premises may be used by Licensee only for the purposes set forth
in paragraph I and for no other purpose. The number or automobiles parked on the Premises
at any time shall not exceed the number ofparking spaces allowed by applicable law or
governmental regulations.

(b) Licensee shall keep the Premises in a clean and sanitary condition during
and immediately following its use of the Premises. Licensee shall be responsible for clearing
the Premises of all vehicles, garbage, trash and similar items after each event, and shall provide
temporary trash receptacles on the Premises during each event. Licensee shall, during the
Tenn of this License, at Licensee's sole cost and expense, keep in good order and repair Lot 2,
Lot 3 and the portion ofLot 6 designated as Lot 6B on Exhibit "A", reasonable wear and tear
excepted. Licensee shall be responsible for the removal ofsnow on Lot 2, Lot 3 and Lot 6B as
required for Licensee's use thereof.

(c) The Premises may only be used by Licensee on the calendar days that
official events are scheduled at the Stadium, including (i) any professional soccer game, concert or
other event scheduled by Licensee and (ii) any event scheduled by Licensee or DCCWIDA that is
pennitted under the Lease. Licensee shall give Licensor thirty (30) days written notice of all
events.

(d) If any employees, agents, contractors, guests or invitees ofLicensee occupy

the Premises in excess of the tenns and conditions of this Agreement, then Licensee shall
immediately cause such person(s) to vacate the Premises and Licensee shall be solely responsible
for any expenses associated therewith. If the motor vehicles of any employees, agents,
contractors, guests or invitees of Licensee occupy the Premises in excess of the tenns and
conditions ofthis Agreement, then Licensee shall immediately cause the removal ofsuch motor
vehicle(s) from the Premises and Licensee shall be solely responsible for any expenses
associated therewith.

(e) Licensee shall comply with all legal requirements in connection with its
use and occupancy of the Premises, including, without limitation, compliance with all zoning and
environmental laws and the obtaining of all required licenses and permits, if licenses and
pennits allowing parking are not already in place. Licensee shall be solely responsible to
secure, at its sole expense, all licenses, pennits and approvals required for Licensee's proposed use of
the Premises, if any.

(t) Ifrequired by applicable governmental authorities, Licensee shall, at

Licensee's sole cost and expense, install and maintain temporary lighting and/or landscaping on
PHL: 5977546.2/FCPOOl-247606 3
Lot 2, Lot 3 and Lot 6B. Licensee shall promptly remove any such lighting upon expiration or
earlier termination of this Agreement.

(g) Following commencement ofuse ofthe Premises by Licensee, Licensee

shall maintain and perform any leveling, grading, or covering with gravel or stones of Lots 2, 3
and 6B as may be required from time to time for use by Licensee. Licensee shall not make or
cause to be made any modifications or alterations to the Premises without the prior written consent of
Licensor, which consent may be withheld in Licensor's sole discretion.

(h) When not occupying the Premises for its use during the Term, Licensee shall
coordinate with Licensor to lock and secure all entIy points to the Premises. Licensee shall be
responsible for providing adequate traffic control, security and life safety personnel for the
Premises at all times the Premises is in use by Licensee. Licensee shall be responsible for
providing adequate traffic control in, to and from the Premises during use ofthe Premises by
Licensee.

(i) Licensee shall not use the Premises (A) for storage or overnight parking,
(B) for the parking of trailers, delivery trucks, buses, or similar vehicles except on Lots 2 and 3
when Stadium is in use pursuant to the terms ofthis Agreement, or (C) in any manner that results in
an increase in the rate of casualty or liability insurance maintained by Licensor, or the
cancellation of any casualty or liability insurance policy on the Premises.

5. Alternative Parking Sources. Licensee shall use reasonable, good faith efforts
to obtain alternative locations to provide parking for the Stadium Property in lieu of parking
spaces provided pursuant to this Agreement.

6. Assignment Transfers. Except as provided herein, Licensee shall not assign

or transfer this Agreement or the rights granted hereunder without the written consent of Licensor,
which consent may be withheld in Licensor's sole discretion. Licensee may assign this Agreement to
DCCWIDA and/or to any holder of a leasehold mortgage under the Lease.

7. Indemnification. Licensee shall defend, indemnify and hold harmless

Licensor and its employees and agents from and against any and all claims, actions, damages,
liability and expense (including all reasonable attorney's fees, expenses and liabilities incurred in
defense of any such claim or any action or proceeding brought thereon) arising from (a)
Licensee's use of the Premises, (b) any activity, work or things done, permitted or suffered by
Licensee or its agents, licensees or invitees on the Premises or elsewhere contrary to the
requirements of this Agreement, (c) any breach or default in the performance of any obligation
of Licensee to be performed under the terms ofthis Agreement, and (d) any negligence or willful
act of Licensee or any of Licensee's agents, contractors, employees or invitees. Without limiting
the generality of the foregoing, if Licensor shall be made a party to any litigation commenced
by or against Licensee, its agents, contractors, customers or employees, then Licensee shall
defend, indemnify and hold harmless Licensor and shall pay all costs, expenses and reasonable
attorney's fees incurred or paid by Licensor in connection with such litigation.

8. Insurance. Licensee, at Licensee's sole cost and expense, shall obtain

and maintain in effect at all times during the Term of this Agreement, a policy of commercial
general liability insurance with broad form property damage endorsement, naming Licensor as
additional insured, protecting Licensor and Licensee against any liability for bodily injury,
PHL: 5977546.2/FCPOO1-247606 4
death or property damage occurring upon, in or about any part of the Premises or any
appurtenances thereto, with such policies to afford protection to the limit of not less than
$1,000,000 with respect to bodily injury or death to anyone person, to the limit of not less than
$2,000,000 with respect to bodily injury or death to any number of persons in anyone accident
or anyone occurrence, and to the limit of not less than $2,000,000 in the aggregate with respect
to damage to the property of anyone owner from one occurrence. Such comprehensive liability
insurance may be effected by a policy or policies of blanket insurance which cover other
properties in addition to the Premises, provided that the protection afforded thereunder shall be
no less than that which would have been afforded under a separate policy or policies relating
only to the Premises and provided further that in all other respects any such policy shall comply
with the other provisions ofthis paragraph. Such policy shall name Licensor as an additional
insured, and shall not be cancelable without ten (10) days prior written notice to Licensor. Prior to
the entry by Licensee onto the Premises, Licensee shall deliver to Licensor a certificate of
insurance evidencing compliance with this paragraph 8. Licensor agrees that the general
liability insurance and the umbrella insurance maintained by Licensee with respect to the
Stadium satisfies the insurance required hereunder if said insurance policies name Licensor as an
additional insured, cover the Premises and otherwise meet the above required coverage amounts
ofthis paragraph.

9. Conflict with Office Parking. If a Stadium event occurs during any time
in which Licensor requires the parking areas on Lot 5 and the portion of Lot 6 designated as Lot
6A on Exhibit "A", Licensor's use of such parking areas shall have priority over Licensee's use of
such parking areas.

10. No Estate. Licensee expressly agrees that Licensee does not and shall not
at any time claim any interest or estate of any kind or extent whatsoever in the Premises, other than
the rights granted under, and subject to, the terms and conditions contained in this Agreement.

11. Default and Termination. It shall be an Event of Default under this

Agreement if Licensee fails to perform or observe any of the terms, agreements or conditions
ofthis Agreement, and such failure is not cured within thirty (30) days after written notice of
such default from Licensor (or such longer period of time, as is necessary for such cure if
Licensee has commenced and is diligently pursuing such cure). If an Event of Default occurs
and continues past applicable cure periods, Licensor lawfully may terminate this Agreement, and
Licensee shall forthwith cease to use the Premises, however, Licensee shall remain liable to
Licensor for all costs and other damages arising from such Event of Default. Prior to termination
of this Agreement due to an Event of Default, Licensor shall send written notice to DCCWIDA
and the holder of any leasehold mortgage under the Lease of which Licensor has notice written
notice of the Event of Default, and shall provide DCCWIDA and any such holder an opportunity
to cure the Event of Default (which cure period shall not exceed thirty (30) additional days
beyond the cure period provided to Licensee).

12. Attorneys Fees. In the event any action is filed relating to this Agreement,
the non- prevailing party in such action shall pay to the prevailing party, in addition to all
other sums that it may be required to pay, reasonable counsel fees and disbursements incurred by
the prevailing party with respect to such action.

PHL: 5977546.2/FCPOOl-247606 5
 13. Notices. Whenever in this Agreement it shall be required or permitted
that notice or demand be given or served by either party to the other, such notice shall be in
writing, and shall be deemed to have been duly given (a) upon receipt by hand delivery or a
nationally recognized overnight courier service, or (b) two (2) days after deposit in the U.S.
mail, ifby certified U.S. mail, postage prepaid, return receipt requested, at the following
addresses:

If to Licensor:
c/o The BuccinilPollin Group,
322 A Street, Suite 300,
Wilmington, DE 19801
Attention: Michael J. Hare

Ifto Licensee:

Nick Sakiewicz
CEO & Operating Partner
Keystone Sports and Entertainment, LLC
2501 Seaport Drive
Chester, PA 19013

Either party may change its address and person to whose attention notice is to be given by
giving notice as herein provided.

14. Licensor's Liabilitv. Licensor's obligations hereunder shall be binding

upon Licensor only for the period of time that Licensor is in ownership of the Premises; and,
upon termination of that ownership, Licensee shall look solely to Licensor's successor in
interest in the Premises for the satisfaction of each and every obligation of Licensor hereunder.
Licensor shall have no personal liability under any ofthe terms, conditions or covenants ofthis
Agreement and Licensee shall look solely to the equity of Licensor in the Premises for the
satisfaction of any claim, remedy or cause of action accruing to Licensee as a result ofthe breach
of any section of this Agreement by Licensor. In addition to the foregoing, no recourse shall be
had for an obligation of Licensor hereunder, or for any claim based thereon or otherwise in respect
thereof, against any past, present or future trustee, member, partner, shareholder, officer, director,
agent or employee of Licensor, whether by virtue of any statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such other liability being expressly
waived and released by Licensee with respect to the above-named individuals and entities.
Licensor shall obtain any consents of mortgagees or other lenders required to permit Licensor to
enter into this Agreement.

15. Miscellaneous. This Agreement:

(a) shall be governed by and construed under the laws of the

Commonwealth of Pennsylvania and shall be binding on the parties hereto, their respective
successors or assigns;

(b) may be executed in multiple counterparts, each of which shall be an original

but all of which together shall constitute one (1) and the same instrument;
PHL: 5977546.2/FCPOO1-247606 6
 (c) constitutes the entire agreement ofthe parties regarding the matters set forth
herein and there are no other agreements, oral or written, except as set forth herein;

(d) may be amended only by a written document executed by all parties;

(e) shall not be recorded in any public office; and

(f) contains captions which appear at the beginning ofeach paragraph hereof, and
are included solely for convenience of reference and are not intended to form a part of this
Agreement.

[signatures on following page]

PHL: 5977546.2/FCPOO1-247606 7
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

LICENSOR

BPG LP VIII SEAPORT P2 LP

By: BPG Land Partners VIII Seaport GP

LLC, its general partner

By: - - - - - - - - - - - - -
Name: - - - - - - - - - - - -
Title: - - - - - - - - - - - - -

BPG LP VIII SEAPORT P3, LP

By: BPG Land Partners VIII Seaport GP

LLC, its general partner

By: - - - - - - - - - - - - -
Name: - - - - - - - - - - - -
Title: - - - - - - - - - - - - -

RIVERTOW1\T DEVELOPERS, LP

By: - - - - - - - - - - - - -
Name: - - - - - - - - - - - -
Title: - - - - - - - - - - - - -

LICENSEE

F.C. PENNSYLVANIA STADIUMLLC

By: - - - - - - - - - - - - -
Name: - - - - - - - - - - - -
Title: - - - - - - - - - - - - -

PHL:5977546.2/FCPOOI-247606
8
 EXHIBIT "A"

Parking Plari

Licensed Premises are Lots 2,3,5 arid 6A arid 6B

PHL:5977546.2/FCPOOl-247606 9
 LOT
PARKING
:SPAqES:;1115,
ir'

L.. . J
- .. -
CHESTER RIVERPRONT
CHESTER -STADIUM EXHIBf
PREPARED FOR CHESTER
ZONING HEARING BOARD
o..aL1ol'lR.JZNN51'LV&NLl
D.<TF,,· DECtUB£R 1001
 EXHIBIT G

Non-Relocation Agreement

PHL: 5793 543. 18/FCPOO 1-247606

 NON-RELOCATION AGREEMENT

by and among

FC PENNSYLVANIA STADIUM LLC

a Delaware limited liability company

PENNSYLVANIA PROFESSIONAL SOCCER, LLC

a Delaware limited liability company

KEYSTONE SPORTS AND ENTERTAINMENT, LLC

a Delaware limited liability company

and the

DELAWARE COUNTY CHESTER WATERFRONT IJ\IDUSTRIAL

DEVELOPMENT AUTHORITY
a body corporate and politic of the Commonwealth of Pennsylvania

Chester Soccer Stadium

Chester, Pennsylvania

Dated as of February 18,2009

PHL:5884625.5/FCPOOI-247606
 NON-RELOCATION AGREEMENT

THIS NON-RELOCATION AGREEMENT (this "Agreement"), dated for reference

purposes February 18,2009 is made by and among FC PENNSYLVANIA STADIUM LLC, a
Delaware limited liability company ("FCP"), PENNSYLVANIA PROFESSIONAL SOCCER,
LLC, a Delaware limited liability company ("PPS"), and KEYSTONE SPORTS AND
ENTERTAINMENT, LLC, a Delaware limited liability company ("Keystone"), for the benefit
of DELAWARE COUNTY CHESTER WATERFRONT INDUSTRIAL DEVELOPMENT
AUTHORITY, a body corporate and politic of the Commonwealth of Pennsylvania (the
"Authority"). Initially capitalized terms not otherwise defined in this Agreement shall have the
meanings given to them in the Lease (as hereinafter defined).

THIS AGREEMENT is made with reference to the following facts and circumstances:

A. Major League Soccer, L.L.C. ("MLS") operates a Division I men's outdoor

soccer team.

B. FCP has entered into a Lease and Development Agreement (the "Lease") with the
Authority, pursuant to which FCP shall lease certain property from the Authority more
particularly described in the Lease (the "Stadium Land") and shall construct on the Stadium
Land improvements consisting of, inter alia, a Stadium, Tenant Parking Area, Retail Area,
Riverwalk Plaza Area and Private Tenant Parking Area, all as more particularly described in the
Lease (collectively, the "Stadium Improvements"). The Stadium Land, together with the
Stadium Improvements, are referred to herein as the "Stadium Premises".

C. PPS, an affiliate of FCP, has the right, subject to the satisfaction of certain
obligations and conditions, to enter into an MLS operating agreement (the "Operating
Agreement") with MLS which would permit it to operate a Major League Soccer team (the
"Team") within a geographical area which includes the City of Chester, Pennsylvania (the
"City").

D. Keystone is the sole member of both PPS and FCP.

E. Except as otherwise set forth below, FCP, PPS and Keystone have agreed that the
Team will play its Team Home Games (as defined in the Lease) in the Stadium following
substantial completion of construction of the Stadium by FCP.

F. The presence and conduct of a Major League Soccer team in the City benefits the
health, safety and general welfare and economic development, stability and prosperity of the
residents of the City and of the County of Delaware, Pennsylvania (the "County") and keeps the
City, County and Commonwealth of Pennsylvania (the "Commonwealth") competitive and
viable in terms of tourism and convention business, provides recreational and other opportunities
for citizens of the City, the County and the Commonwealth, and generally serves as a valuable
asset to the City, the County and the Commonwealth and its citizens, merchants, business
interests and sports fans. The Authority is the owner of the Stadium and the County has issued
or will issue bonds and has contributed the net proceeds of such bonds and other funds of the
County in the total amount of $30,000,000 (whether bond proceeds or other funds of the County,
the "County Bonds"), which shall be granted to the Authority pursuant to that certain Grant

PHL:5971579.2/FCPOOl-247606
Agreement dated as of February 18, 2009 (the "Grant Agreement") between the County and the
Authority to be applied toward Eligible Costs, as such term is defined in the Grant Agreement, of
acquiring, constructing and equipping the Stadium Premises. In addition, the Commonwealth,
through one or more instrumentalities, has made or has agreed to make available grants and loans
in an amount of $45,000,000 to be applied toward certain costs of constructing and developing
the Stadium Premises ("Commonwealth Funds"). The Commonwealth Funds and County Bonds
are sometimes jointly referred to as "Funds".

G. As an essential inducement for the Authority to approve the transactions

contemplated by this Agreement and the Lease, FCP, PPS and Keystone have agreed, on the
terms and conditions more particularly set forth below, to enter into this Agreement to assure the
Authority that substantially all of the Team Home Games will be played at the Stadium during
the Non-Relocation Term (as defined below).

ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, intending to be legally bound, the parties hereby agree as
follows:

1. Covenant Not to Relocate.

1.1 Agreements. FCP, PPS and Keystone acknowledge and agree that, in the
absence of this Agreement, the Authority, the City and the County would not be willing to
approve the transactions that this Agreement and the Lease contemplate. Accordingly, in order
to induce the Authority, the City and the County to approve the transactions that this Agreement
and the Lease contemplate, FCP, PPS and Keystone hereby irrevocably covenant and agree with
the Authority as follows, subject to the provisions of Section 1.2:

(a) No Relocation for Non-Relocation Term. For the duration of the

Non-Relocation Term, FCP, PPS and Keystone shall cause the Team to play all of its Team
Home Games at the Stadium except as expressly provided in Section 1.2 below. The term of
such covenant (the "Non-Relocation Term") shall begin on the Secondary Term Commencement
Date (as defined in the Lease) and shall continue in full force and effect through the expiration of
the Secondary Term (and any Renewal Term, if applicable) subject to earlier termination as
provided in Sections 1.2(f), l.2(g) or l.2(h) below. In the event that FCP, PPS or Keystone
breach this Section l.ICa), FCP, PPS and Keystone will be liable for the amount then necessary
to repay or fully defease the bonds and other funds comprising the County Bonds, together with
all costs, including reasonable legal fees actually incurred in connection with such repayment or
defeasance.

(b) No Contract or Application to Relocate. During the Non-

Relocation Term, FCP, PPS and Keystone shall not enter into any contract or other agreement of
any kind or submit or consent to any application for approval to transfer the Team outside of the
City or to a location other than the Stadium, or which would result in such a transfer, where such
transfer would occur any time during the Non-Relocation Term. The provisions of this Section
shall not apply, however, to the administrative offices of the Team, which are governed by the
Lease. In the event that FCP, PPS or Keystone breach this Section l.ICb), FCP, PPS and
Keystone will be liable for the amount then necessary to repay or fully defease the bonds and

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PHL:5971579.2/FCPOOl-247606
other funds comprising the County Bonds, together with all costs, including reasonable legal fees
actually incurred in connection with such repayment or defeasance.

1.2 Limited Exceptions. The covenants ofFCP, PPS and Keystone set forth in
Section 1.1 shall be subject solely to the exceptions listed in this Section 1.2. If FCP, PPS and
Keystone elect to terminate this Agreement pursuant to subsections (f), (g) or (h) of this Section
1.2, (i) this Agreement shall become null and void and (ii) the parties shall no longer have any
obligation hereunder (other than the payment of any amounts owed in connection with such
termination), including any obligation for the Team to play its Team Home Games at the
Stadium Premises. For avoidance of doubt, upon any valid termination or expiration of the Non-
Relocation Term, the Team shall be free to play its Team Home Games at any location other than
the Stadium Premises.

(a) Major Damage and Destruction of the Stadium. In the event the
Stadium becomes untenantable during the Non-Relocation Term due to damage or destruction
and FCP has an obligation to repair or rebuild the Stadium under the Lease, then the Team may
relocate only for the duration of the period in which the Stadium remains untenantable.

(b) Condemnation. In the event the Stadium becomes untenantable

during the Non-Relocation Term due to a condemnation, including, without limitation, a
temporary taking, and FCP has an obligation to restore under the Lease, then the Team may
relocate only for the duration of the period in which the Stadium remains untenantable.

(c) Team Home Games. The Team shall have the right to play no
more than two (2) Team Home Games (as defined in the Lease) per Lease Year (as defined in the
Lease) at a location other than the Stadium Premises. For the avoidance of doubt, Team Home
Games do not include any exhibition or tournament games played by the Team.

(d) Post-Season Games. The Team may play any post-season games
at a location other than the Stadium if so scheduled by MLS.

(e) Delay of Commencement. The Team may play its Team Home
Games at locations other than the Stadium until the earlier of: (A) the date the City issues a
Certificate of Completion for the Stadium or (B) the date on which the Team plays its first Team
Home Game in the Stadium.

(f) Termination of Agreement. FCP, PPS and Keystone shall have the
right, upon not less than thirty (30) days advance written notice to the Authority, to terminate this
Agreement and the Lease if: MLS ceases to do business and is not replaced by a successor
league, and FCP, PPS and Keystone pay the amount then necessary to repay or fully defease the
sums comprising the County Bonds, together with all costs, including reasonable legal fees,
actually incurred in connection with such repayment or defeasance.

(g) Termination With Payment after Ten Years. Once the Team has
been a Member of MLS for ten (10) years, FCP, PPS and Keystone may terminate this
Agreement and the Lease if, regardless of attendance levels, FCP pays the amount required to
repay or fully defease the sums comprising the County Bonds, together with all costs, including
reasonable legal fees, actually incurred in connection with such repayment or defeasance.

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PHL:5971579.2/FCPOOl-247606
 (h) Termination Due to Inadequate Attendance. Once the Team has
been a Member ofMLS for ten (10) years (using year 9 of Team playas the first year in which
the attendance is measured for this purpose), FCP, PPS and Keystone may terminate this
Agreement if (i) the average paid attendance for Team Home Games at the Stadium Premises is
in the lowest twenty-five percent (25%) of all MLS teams for two (2) consecutive years, and (ii)
FCP pays the Authority the sum of Ten Million Dollars ($10,000,000), payable in equal annual
installments over a period of five (5) years. Such payments will commence on December 31 of
the first year in which PPS plays its Home Team Games in a stadium other than the Stadium and
continue to be made on December 31 of each successive four (4) years.

(i) Any termination notice given under Section 1.2(h) above

shall include a sworn affidavit by a chief executive officer of the Team setting forth the average
Paid Attendance for Team Home Games during the years in question and evidence reasonably
satisfactory to the Authority of attendance levels for all MLS teams. The Authority shall have
the right to review the books and records of the Team to verify ticket sale and attendance
information; provided, however, that such information shall be provided in a manner and in
accordance with confidentiality agreements that preserve the confidentiality of such information.

(ii) For the purposes of this Section l.2(h), "Paid Attendance"

shall mean the total number of tickets sold for an event as reflected in the seating manifest
maintained by the ticketing agent for such event, whether or not the ticket holder attends the
event. Paid Attendance shall include tickets sold as part of a suite or club seat license, group sale
tickets, and tickets sold as part of season ticket packages or other special promotion packages,
whether or not the tickets are used for entry to an event. Paid Attendance shall not include
complimentary, sponsor-comps and non-revenue tickets, VIP passes or special access tickets.

1.3 Transfer or Pledge of Interest in Team. Notwithstanding anything to the

contrary contained in this Agreement:

(a) Transfer. The Authority, the City and the County understand and
agree that PPS shall have the right to sell, assign, or otherwise transfer (collectively, a
"Transfer") the operating rights to the Team or any interest in PPS to any successor owner,
investor or operator that is approved by MLS; provided that any successor to the operating rights
to the Team delivers to the Authority, the City and the County a written assumption agreement,
in form and substance reasonably acceptable to the Authority, whereby such successor assumes
all of the obligations of PPS under this Agreement and agrees to be bound by and subject to the
terms of this Agreement.

(b) Pledge. Subject to the Operating Agreement and League Rules,

the Authority, the City and the County understand and agree that PPS shall have the right to
grant a security interest in its right to operate the Team, its interest in the Operating Agreement
and any of its other assets to obtain financing from one or more lenders; provided, however, that
each such lender agrees expressly to be subject to and bound by the provisions of this Agreement
and that such lender may not foreclose on or take over PPS' operating rights to the Team or
PPS's interest in the Operating Agreement unless such lender, at the time it takes over such
interest in the Team, becomes a successor owner in accordance with the transfer provisions of
subsection 1.3 (a).

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PHL:5971579.2/FCPOOl-247606
 2. Survivability. If there is a bankruptcy, reorganization, liquidation,
conservatorship, receivership, insolvency or relief of any type or under any such type of laws,
and FCP or PPS reform or begin again as a new entity or an affiliate shall commence operations
as a professional soccer league team or operator, then the provisions of this Agreement shall
apply to and bind such reformed or replacement entity or affiliate and such entity will comply
with all of the terms and provisions of this Agreement for the duration of the Non-Relocation
Term.

3. Term. The term of this Agreement shall be coterminous with the Non-Relocation
Term as defined in Section 1. 1(a) hereof.

4. Remedies of the Authority; Availability of Specific Performance. FCP, PPS and

Keystone acknowledge and agree that the breach by FCP, PPS and Keystone of any of the
covenants contained in Section 1.1 hereof will cause the Authority, the City and the County
irreparable injury and that no adequate legal remedy is or will be available to compensate the
Authority, the City and the County for such injury. Thus, FCP, PPS and Keystone agree that, in
the event of any such breach by FCP, PPS and Keystone, the Authority, the City and the County
shall be entitled to seek injunctive and other equitable relief to prevent a breach by FCP, PPS and
Keystone of the covenants contained herein, in addition to any other remedy available at law and
in equity, and any and all other remedies set forth herein.

5. Representations and Warranties.

FCP, PPS and Keystone each, as to itself only, represents, warrants and covenants as
follows, as of the date hereof:

5.1 Valid Existence; Good Standing. FCP is a limited liability company duly
organized and validly existing under the laws of the State of Delaware. PPS is a limited liability
company duly organized and validly existing under the laws of the State of Delaware. Keystone
is a limited liability company duly organized and validly existing under the laws of the State of
Delaware. FCP, PPS and Keystone each has all requisite power and authority to own its property
and conduct its business as presently conducted. FCP, PPS and Keystone have made all filings
and is in good standing in the jurisdiction of its organization, and in each jurisdiction in which
the character of the property it owns or the nature of the business it transacts makes such filings
necessary or where the failure to make such filings could have a material, adverse effect on the
business, operations, assets or condition of FCP, PPS or Keystone.

5.2 Authority. Subject to Section 5.5, FCP, PPS and Keystone have all
requisite power and authority to execute and deliver this Agreement and to carry out and perform
all of the terms and covenants of this Agreement.

5.3 No Limitation on Ability to Perform. Neither FCP's limited liability

company agreement nor any rule, policy, constitution, nor any other agreement, law or other rule
(except as provided herein) in any way prohibits, limits or otherwise affects the right or power of
FCP to enter into and perform all of the terms and covenants of this Agreement. There are no
pending or threatened suits or proceedings affecting FCP before any court, governmental
authority, or arbitrator which might materially adversely affect the enforceability of this

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PHL:5971579.2/FCPOOl-247606
Agreement or the business, operations, assets or condition ofFCP. Neither PPS's limited liability
company agreement nor any rule, policy, constitution, nor any other agreement, law or other rule
(except as provided herein) in any way prohibits, limits or otherwise affects the right or power of
PPS to enter into and perform all of the terms and covenants of this Agreement. There are no
pending or threatened suits or proceedings affecting PPS before any court, governmental
authority, or arbitrator which might materially adversely affect the enforceability of this
Agreement or the business, operations, assets or condition of PPS. Neither Keystone's limited
liability company agreement nor any rule, policy, constitution, nor any other agreement, law or
other rule (except as provided herein) in any way prohibits, limits or otherwise affects the right
or power of Keystone to enter into and perform all of the terms and covenants of this Agreement.
There are no pending or threatened suits or proceedings affecting Keystone before any court,
governmental authority, or arbitrator which might materially adversely affect the enforceability
of this Agreement or the business, operations, assets or condition of Keystone.

5.4 Consents. The parties acknowledge that the Lease requires the approval of
MLS, which will be obtained upon the full execution of this Agreement and the Lease. No other
consent, authorization or approval of, or other action by, and no notice to or filing with, any
governmental authority, regulatory body or any person is required for the due execution, delivery
and performance by FCP, PPS or Keystone of this Agreement or any of the terms and covenants
contained herein. If the Lease is not approved by MLS within seven (7) business days of
execution by FCP, PPS, Keystone and Authority, this Agreement and the Lease shall be
terminable by any Party until the Lease has been approved by MLS.

5.5 Valid Execution. The execution and delivery of this Agreement by FCP,
PPS and Keystone has been duly and validly authorized by all necessary action. This Agreement
will be a legal, valid and binding obligation of FCP, PPS and Keystone, enforceable against each
in accordance with its terms.

5.6 Defaults. As of the date hereof, the execution, delivery and performance
of this Agreement (a) do not and will not violate or result in a violation of, contravene or conflict
with, or constitute a default under (i) any agreement (including, without limitation, the
Operating Agreement), document or instrument to which FCP, PPS or Keystone is a party or by
which the Team, may be bound or affected, (ii) any law, statute, ordinance, regulation or soccer
rule and regulation applicable to FCP, PPS or Keystone, or (iii) the articles of incorporation or
by-laws of FCP or PPS, and (b) do not and will not result in the creation or imposition of any
lien or other encumbrance upon the assets ofFCP, PPS or Keystone.

5.7 Team Ownership. PPS will become a member ofMLS on January 1,2010
and enter into the Operating Agreement in accordance with the terms of the Expansion
Agreement by and among MLS, Soccer United Marketing, LLC and PPS and each of its direct
and indirect owners. MLS has agreed to grant PPS the exclusive rights to operate the Team
under the Operating Agreement to be effective as of January 1, 2010 so long as PPS and its
owners are in compliance with the terms of the Expansion Agreement and the Operating
Agreement. Such rights to be granted to PPS in the Operating Agreement have not been
assigned, pledged or encumbered in any way or to any Person other than to a Leasehold
Mortgagee, as permitted under the Lease.

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PHL:5971579.2/FCPOOI-247606
 6. Indemnity.

6.1 Indemnification. FCP, PPS and Keystone shall indemnify, defend and
hold the Authority and their officers, directors, commissioners, employees and agents
(collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever (including, without limitation, reasonable
attorneys' fees and reasonable actual costs) that result from any breach by FCP, PPS or Keystone
of any of the representations, warranties or covenants contained in this Agreement. The
Authority shall give prompt notice to the FCP, PPS and Keystone of any claim asserted against it
on the basis of which it intends to seek indemnification as herein provided. FCP, PPS and
Keystone shall have the right to participate in, and, at the FCP, PPS and Keystone's option, to
control any defense, compromise, litigation, settlement or other resolution or disposition of such
claim or litigation.

7. Notices.

7.1 Manner of Delivery. Except as otherwise expressly provided in this

Agreement, all notices, demands, approvals, consents and other formal communications among
the Authority, FCP, PPS and Keystone (each, a "Party" and, collectively, the "Parties") required
or permitted under this Agreement shall be in writing and shall be deemed given and effective (a)
upon the date of receipt, if given by personal delivery on a business day (or the next business day
if delivered personally on a day that is not a business day); (b) if mailed, three (3) business days
after deposit with the u.s. Postal Service for delivery by United States registered or certified
mail, return receipt requested, postage prepaid, to the Authority, FCP, PPS or Keystone at their
respective addresses for notice designated below or (c) if delivered by a nationally recognized
overnight courier service, the next business day after timely delivery to the courier service, next
business day fees prepaid, addressed to the addresses for notice stated below. For convenience
of the Parties, copies of notices may also be given by telefacsimile to the facsimile number set
forth below or such other number as may be provided from time to time by notice given in the
manner required under this Agreement; however, neither Party may give official or binding
notice by telefacsimile. The effective time of a notice shall not be affected by the receipt, prior
to receipt of the original, of a telefacsimile copy of the notice. A notice may be given by a
Party's attorney on behalf of such Party to the other Party.

7.2 Address for Notices. Any notice, consent or approval required or

permitted to be given under this Agreement shall be properly addressed and delivered to the
Parties at the addresses set forth below of at such other addresses as either Party may designate
by written notice given in the manner provided in Section 7.1 above:

To FCP: FC PENNSYLVANIA STADIUM LLC

1105 North Market Street
4th Floor
Wilmington, DE 19801
Attn: Nick Sakiewicz

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PHL:5971579.2/FCPOOl-247606
 To the Authority: Delaware County Chester Waterfront Industrial
Development Authority
c/o Commerce Center
200 East State Street
Media, PA 19063
Attn: J. Patrick Killian

To PPS:
1105 North Market Street
4th Floor
Wilmington, DE 19801
Attn: Nick Sakiewicz

To Keystone:
11 05 North Market Street
4th Floor
Wilmington, DE 198

or to such other address as a Party may from time to time specify in writing to the other upon
five (5) days prior written notice in the manner provided above.

8. General.

8.1 Successors and Assigns. This Agreement is binding upon and will inure
to the benefit of the parties hereto and their respective permitted successors and assigns. FCP
covenants that it shall not, and shall not permit PPS to, assign or transfer the Operating
Agreement or the Team at any time prior to the expiration of the Non-Relocation Term unless
and until the transferee expressly agrees to be bound by the terms of this Agreement pursuant to
a written agreement delivered to the Authority, the City and the County pursuant to Section 1.3
above.

8.2 Amendments. Except as otherwise provided herein, neither this

Agreement nor any of its terms may be terminated, amended or modified except by a written
instrument executed by the Parties.

8.3 Waivers. No action taken pursuant to this Agreement by either party shall
be deemed to be a waiver by that party of the other party's compliance with any of the provisions
hereof. No waiver by either party of any breach of any provision of this Agreement shall be
construed as a waiver of any subsequent or different breach. No forbearance by either party to
seek a remedy for noncompliance hereunder or breach by the other party shill be construed as a
waiver of any right or remedy with respect to such noncompliance or breach.

8.4 Governing Law; Selection of Forum. The laws of the Commonwealth of

Pennsylvania shall govern the interpretation and enforcement of this Agreement. As part of the
consideration for the Authority'S entering into this Agreement, Team Owner agrees that all
actions or proceedings arising directly or indirectly under this Agreement may, at the sole option
of either of the Authority, be litigated in the State Court of Pennsylvania, and FCP, PPS and

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PHL:597 1579.2/FCPOO1-247606
Keystone expressly consents to the jurisdiction of any such local, state or federal court, and
consents that any service of process in such action or proceeding may be made by personal
service upon FCP, PPS or Keystone wherever such party may then be located.

8.5 Entire Agreement. This Agreement and the Lease supersede all
negotiations or previous agreements between the Parties. No parole evidence of any prior or
other agreement shall be permitted to contradict or vary the terms of this Agreement.

8.6 Interpretation of Agreement.

(a) Captions. Whenever a section, article or paragraph is referenced, it

refers to this Agreement unless otherwise specifically identified. The captions preceding the
articles, sections and sub-sections of this Agreement and in the table of contents have been
inserted for convenience of reference only. Such captions shall not define or limit the scope or
intent of any provision of this Agreement.

(b) Words of Inclusion. The use of the term "including," "such as" or
words of similar import when following any general term, statement or matter shall not be
construed to limit such term, statement or matter to the specific items or matters, whether or not
language of non-limitation is used with reference thereto. Rather, such terms shall be deemed to
refer to all other items or matters that could reasonably fall within the broadest possible scope of
such statement, term or matter.

(c) No Presumption Against Drafter. This Agreement has been

negotiated at arm's length and between Persons sophisticated and knowledgeable in the matters
dealt with herein. In addition, each Party has been represented by experienced and
knowledgeable legal counsel. Accordingly, this Agreement shall be interpreted to achieve the
intents and purposes of the Parties, without any presumption against the Party responsible for
drafting any part of this Agreement.

(d) Costs and Expenses. The Party on which any obligation is

imposed in this Agreement shall be solely responsible for paying all costs and expenses incurred
in the performance of such obligation, unless the provision imposing such obligation specifically
provides to the contrary.

(e) Agreement References. Wherever reference is made to any

provision, term or matter "in this Agreement", "herein" or "hereof' or words of similar import,
the reference shall be deemed to refer to any and all provisions of this Agreement reasonably
related thereto in the context of such reference, unless such reference refers solely to a specific
numbered or lettered Article, section or paragraph of this Agreement or any specific subdivision
of this Agreement.

8.7 Attorneys' Fees. If a Party fails to perform any of its respective

obligations under this Agreement or if any dispute arises between the Parties hereto concerning
the meaning or interpretation of any provision of this Agreement, then the defaulting Party or the
Party not prevailing in such dispute, as the case may be, shall pay the reasonable costs and
expenses incurred by the other Party on account of such default or in enforcing or establishing its
rights under this Agreement, including, without limitation, court costs and reasonable attorneys'

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PHL:5971579.2/FCPOOl-247606
fees and reasonable actual costs. Any such attorneys' fees and costs incurred by a Party in
enforcing a judgment in its favor under this Agreement shall be recoverable separately from and
in addition to any other amount included in such judgment, and such attorneys' fees and costs
obligation is intended to be severable from the other provisions of this Agreement and to survive
and not be merged into any such judgment.

8.8 Severability. If any provision of this Agreement, or its application to any

Party, person or circumstance, is held invalid by any court, the invalidity or inapplicability of
such provision shall not affect any other provision of this Agreement or the application of such
prevision to any other Party, person or circumstance and the remaining portions of this
Agreement shall continue in full forte and effect, unless enforcement of this Agreement as so
modified by and in response to such invalidation would be grossly inequitable under all of the
circumstances, or would frustrate the: fundamental purposes of this Agreement.

8.9 Recordation of Agreement. The Authority may, at its sole election, cause
this Agreement, or a memorandum hereof to be recorded in the Official Records of the County of
Delaware, Commonwealth of Pennsylvania.

8.10 Counterparts. This Agreement may be executed in counterparts, each of

which is deemed an original, and all such counterparts constitute one and the same instrument.

8.11 Third-Party Beneficiaries. The County and the City shall be third-party
beneficiaries under this Agreement and entitled to enforce all rights granted to Authority
following fifteen (15) business days notice to Authority, FCP, PPS and Keystone. In the exercise
of such rights, the Authority, County and City shall use best efforts to act in a coordinated
manner.

8.12 Defined Terms. Any terms used herein and not otherwise defined shall
have the meaning set forth in the Lease.

(Signature page follows)

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PHL:5971579.2/FCPOOl-247606
 Signature Page
(Non -Relocation Agreement)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

FCP:

FC PENNSYLVANIA STADIUM LLC

a Delaware limited liability company

By: _
Print Name:- - - - - - - - - - -
Title:. _ - - - - - - - - - - - -

PPS:

PENNSYLVANIA PROFESSIONAL SOCCER,

LLC, a Delaware limited liability company

By:- - - - - - - - - - - - - - - -
Print Name:
-----------
Title:. _ - - - - - - - - - - - -

KEYSTONE:

KEYSTONE SPORTS AND ENTERTAINMENT,

LLC

By: _
Title: _

[Signatures Continued on Next Page]

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PHL:5971579.2/FCPOOl-247606
 [Signatures Continued from Previous Page]

AUTHORITY:

DELAWARE COUNTY CHESTER

WATERFRONT INDUSTRIAL DEVELOPMENT
AUTHORITY, a body politic and corporate existing
under the laws of the Commonwealth of
Pennsylvania

By: _
Print Name:- - - - - - - - - - -
Title:- - - - - - - - - - - - -

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PHL:5971579.2/FCPOOl-247606
 EXHIBITH

Bidding Requirements

The solicitation of a minimum of three written bids for all contracted construction work
shall be the sole requirement for the composition, solicitation, opening and award of bids for the
construction of the Stadium Improvements.

PHL:5793543. 18/FCPOOl-247606
 EXHIBIT I

Area of Housing and Community Development Support

PHL:5793543.18/FCPOO 1-247606
Boundaries of the Housing and Redevelopment Area

Commodore Barry Bridge

East
Ward Street (extended)
West
North Conrail Railroad
nd
South Route 291 (2 Street)
 EXHIBIT J

Permitted Encumbrances

1. Terms and conditions of that certain unrecorded letter agreement between the
Redevelopment Authority of the City of Chester and PECO Energy Company dated January 8,
2009 identified as "Post Closing Status Letter" (affects Premises [PECO Parcel]).

2. Omitted.

3. Omitted

4. Subject to the laws and authority of the Federal and State Governments, their
political subdivisions and agencies to regulate commerce and navigation beyond the Bulkhead
Line of the Delaware River, as established by the U.S. Army Corps of Engineers or its
predecessors (affects Premises [BPG Parcel], [DRPA Parcel], [RDA Parcel] and [PECO Parcel]).

5. Rights granted to Philadelphia Electric Company as set forth in Deed Book 2136
Page 72 (affects Premises [BPG Parcel]).

6. Environmental Easement Agreement and Use Restriction, as in Volume 2218

Page 1800 (affects Premises [BPG Parcel] and [RDA Parcel]).

7. Construction, Maintenance and Access Easements Agreement [Non-EDA

Riverwalk], as recorded in Record Book 3150 Page 2169 and Amendment recorded in Record
Book 3914 Page 275 (affects Premises [BPG Parcel]).

8. Hazardous Substance Notice and Restrictions as set forth in Record Book 4078
Page 427 and prior Deed referred to therein as recorded in Volume 2207 Page 1350 (affects
Premises [BPG Parcel]).

9. Subject to all matters shown on the Plan as recorded in the Recorder's Office of
Delaware County, Pennsylvania in Plan Volume 23 Page 106 (affects Premises [BPG Parcel] and
[RDA Parcel]).

10. Notes and conditions as shown on Plan of Conveyance - Subdivision of Lot 1,

prepared by Rummel, Klepper & Kahl, LLP Consulting Engineers, Norristown, PA, dated
8/20/2008 and recorded 2009 in Plan Book Volume _ _ Page __ (affects
Premises [BPG Parcel]).

11. Environmental Covenant recorded 12/17/2008 in Record Book 4469 Page 2245
(affects Premises [DRPA Parcel]).

12. Restrictive Covenant as set forth in Deed to the Redevelopment Authority of the
City of Chester recorded 12/17/2008 in Record Book 4469 Page 2255 (affects Premises [DRPA
Parcel]).

PHL:5989235.2/FCPOOl-247606
 13. Act 2 Acknowledgment as set forth in Deed to the Redevelopment Authority of
the City of Chester recorded 12/1 7/2008 in Record Book 4469 Page 2255 (affects Premises
[DRPA Parcel]).

14. Notes and conditions as in Plat of Conveyance, Subdivision of the Delaware

River Port Authority Parcel for the Redevelopment Authority of the City of Chester prepared by
Rummel, Klepper & Kahl, LLP dated 11/26/2008 recorded 12/17/2008 in Plan Book 32 Page
234 (affects Premises [DRPA Parcel]).

15. Access Easement Agreement for Commodore Barry Bridge Facility by and
between the Delaware River Port Authority and Redevelopment Authority of the City of Chester
dated 12/2/2008 and recorded 12/17/2008 in Record Book 4469 Page 2289 (affects Premises
[DRPA Parcel]).

16. Easement Agreement for Ingress and Egress (Chester Stadium Project) by and
between the Delaware River Port Authority and Redevelopment Authority of the City of Chester
dated 12/2/2008 and recorded 12/17/2008 in Record Book 4469 Page 2315 (affects Premises
[DRPA Parcel]).

17. Exceptions, Reservations and Notices as set forth in Record Book Volume 2894
Page 209 and Record Book Volume 3039 Page 1712 (affects Premises [RDA Parcel]).

18. Construction, Maintenance and Access Easements Agreement as set forth in

Record Book Volume 3914 Page 253 (affects Premises [RDA Parcel]).

19. Subject to all matters shown on the Plan as recorded in the Recorder's Office of
Delaware County, Pennsylvania in Plan Volume 21 Page 273 (affects Premises [BPa Parcel] and
[RDA Parcel]).

20. Declaration of Covenants, Restrictions and Deed Disclosure Notice as set forth in
Record Book 4055 Page 1690 (affects Premises [PECO Parcel]).

21. Environmental Covenant by PECO Energy Company recorded 1/9/2009 in

Record Book 4479 page 224 (affects Premises [PECO Parcel]).

22. Conditions and Restrictions as in the Deed from PECO Energy Company to the
Redevelopment Authority of the City of Chester recorded 1/9/2009 in Record Book 4479 page
246 (affects Premises [PECO Parcel]).

23. Notes and conditions as shown on a Parcel Conveyance Plan PECO Energy Lots
prepared by Rummel, Klepper & Kahl, LLP Consulting Engineers, Norristown, PA, dated
12/17/2008, recorded 1/9/2009 in Plan Book Volume 32 Page 294 (affects Premises [PECO
Parcel]).

24. Notes and conditions as shown on a Parcel Conveyance Plan PECO Energy Lots
- Combined to Create Lot 3, prepared by Rummel, Klepper & Kahl, LLP Consulting Engineers,
Norristown, PA, dated 12/17/2008 recorded 1/9/2009 in Plan Book Volume 32 page 297 (affects
Premises [PECO Parcel]).

PHL:5989235.2/FCPOOl-247606 -2-
 25. Reciprocal Easement Agreement by and between PECO Energy Company, a
Pennsylvania corporation and Redevelopment Authority of the City of Chester recorded
1/9/2009 in Record Book 4479 Page 263 (affects Premises [PECO Parcel]).

26. Donation Agreement between PECO Energy Company and Redevelopment

Authority of the City of Chester dated 10/15/2008 [unrecorded] (affects Premises [PECO
Parcel]).

27. Submerged Lands License Agreement between PECO and PA DEP [unrecorded]
(affects Premises [PECO Parcel]).

28. Hazardous Substance Notice as in Deed from Redevelopment Authority of the

City of Chester to Delaware County Chester Waterfront Industrial Development Authority
recorded 1/16/2009 in Record Book 4481 page 2110 (affects Premises [DRPA Parcel]).

29. Conditions and restrictions as in Deed from Redevelopment Authority of the City
of Chester to Delaware County Chester Waterfront Industrial Development Authority recorded
1/16/2009 in Record Book 4481 page 2110 (affects Premises [DRPA Parcel]).

30. Hazardous Substance Notice as in Deed from Redevelopment Authority of the

City of Chester to Delaware County Chester Waterfront Industrial Development recorded
1/16/2009 in Record Book 4481 page 2070 (affects Premises [RDA Parcel]).

31. Conditions and restrictions as in Deed from Redevelopment Authority of the City
of Chester to Delaware County Chester Waterfront Industrial Development Authority recorded
1/16/2009 in Record Book 4481 page 2070 (affects Premises [RDA Parcel]).

32. Hazardous Substance Notice as in Deed from Redevelopment Authority of the

City of Chester to Delaware County Chester Waterfront Industrial Development Authority
recorded 1/16/2009 in Record Book 4481 page 2122 (affects Premises [PECO Parcel]).

33. Conditions and restrictions as in Deed from Redevelopment Authority of the City
of Chester to Delaware County Chester Waterfront Industrial Development Authority recorded
1/16/2009 in Record Book 4481 page 2122 (affects Premises [PECO Parcel]).

34. Terms and conditions of Redevelopment Agreement by and between

Redevelopment Authority of the City of Chester and Delaware County Chester Waterfront
Industrial Development Authority [unrecorded]. All Parcels.

35. Possible mechanics' or materialmen's lien or claim made pursuant to applicable

Pennsylvania Mechanics' Lien Law, filed or maintained against the land by a contractor or any
subcontractor or sub-subcontractor for any work done or services performed or labor or materials
furnished under a contract for the erection or construction of any improvement, arising out of the
performance of a contract.

36. Hazardous Substance Notice as in Deed from BPG LP VIII Seaport PI LP to

Delaware County Chester Waterfront Industrial Development Authority recorded 2/17/2009 in
Record Book 4495, page 2363 [BPG Parcel].

PHL:5989235.2/FCPOOl-247606 -3-
 37. Restrictions as in Deed from BPG LP VIII Seaport PI LP to Delaware County
Chester Waterfront Industrial Development Authority recorded 2/17/2009 in Record Book 2295,
page 2363 [BPG Parcel].

38. Notes and conditions shown on Resubdivision Plat, Stadium Parcel, prepared by
Rummel, Klepper & Kahl, LLP Consulting Engineers, Norristown, PA recorded 2/17/2009 in
Plan Book Volume 32, page 368.

39. Construction, Maintenance and Access Easements Agreement by and between

Delaware County Chester Waterfront Industrial Development Authority and City of Chester
recorded in Record Book page _

40. Construction, Maintenance and Access Easements Agreement by and between

Delaware County Chester Waterfront Industrial Development Authority and City of Chester
recorded in Record Book page _

41. Construction, Maintenance and Access Easements Agreement by and between

Delaware County Chester Waterfront Industrial Development Authority and City of Chester
recorded in Record Book page _

42. Construction, Maintenance and Access Easements Agreement by and between

Delaware County Chester Waterfront Industrial Development Authority and City of Chester
recorded in Record Book page - - -

43. Construction, Maintenance and Access Easements Agreement by and between

Delaware County Chester Waterfront Industrial Development Authority and City of Chester
recorded in Record Book page _

44. Lease Agreement by and between the Delaware County Chester Waterfront
Industrial Development Authority and the City of Chester dated , as evidenced by a
Memorandum thereof recorded in Record Book page (Boat Ramp
Lease).

45. Lease Agreement by and between the Delaware County Chester Waterfront
Industrial Development Authority and the City of Chester dated , as evidenced by a
Memorandum thereof recorded in Record Book page (Green Space
Lease).

46. Terms and conditions of Easement Agreement for Ingress and Egress (Flower
Street Expansion) by and between the Chester Parking Authority and the Delaware County
Chester Waterfront Industrial Development Authority recorded in Record Book
___, page _

PHL:5989235.2/FCPOOI-247606 -4-
PHL: 598923 5.2/FCPOO 1-247606 -5-
 EXHIBITK

Schedule of Authority Funded Stadium Premises

PHL:5793543.18/FCPOOl-247606
 Chester Stadium
Cost Report

FC Pennsylvania Stadium LLC

Budgeted Uses of County Bond Funds
2/12/2009
$2M County
Contribution
Land Acquisition 635,000

Construction
Construction Management 175,199

GMP Contract items: 502,740

Site Work / Excavation
Foundation / Superstructure
Vertical Envelope
Horizontal Envelope
Metal Fabrications
Mechanicals

Architecture/Design/Civil/Structural
Master Planning
Utility Infrastructure
Site Development
Geotechnical/Soils Study
Architecture Contract 687,061
Civil Engineering
Testing & Inspection
MBEIWBE Consultant

Settlement Costs
Title Search / Settlement Fees
Transfer Taxes - State & County

Total Uses 2,000,000

County Stadium Budget 2 12 09.xls CONFIDENTIAL 3/19/2009

 Exhibit "L"
Specified Site Work

Relocation of Sewer Overflow facility (the "CSO"):

Coordinate and manage the relocation of the Reaney Street Combined Sewer Overflow facility
owned and maintained by The Delaware County Regional Water Quality Control Authority
("DELCORA") and located on the Land. The CSO shall be installed in substantial conformance
with the Civil Engineering plans named Delaware and Reaney Street CSO Relocation Plan, dated
August 21, 2008 by Rummel, Klepper & Kahl consulting engineers. .

Initial Site Work

Coordinate and manage the initial site work necessary for the construction of the Stadium,
including erosion and sediment control and final elevation/grading in substantial conformance
with the Civil Engineering plans named Erosion and Sediment Control Plan Phase 1A, dated
August 21, 2008 and Erosion and Sediment Control Plan Phase 1Band 1C, dated September 12,
2008 both by Rummel, Klepper & Kahl consulting engineers.

Bulkhead
Coordinate and manage the installation of bulkhead along the Delaware River for the construction
of the stadium (the "Bulkhead Improvements"). The length and location of the Bulkhead
Improvements, between Jeffrey Street and existing boat ramp shall be in substantial conformance
with the preliminary bulkhead drawings as specified in the Civil Engineering plans named
Bulkhead General plan, dated May 8, 2008 by Rummel, Klepper & Kahl consulting engineers.

City Property
Inventory and safely remove the lights along the walkway at the western edge of the Subject
Property and store lights in a secure storage location; inventory and safely remove the
benches and waste receptacles;
Inventory and safely remove the pre-fabbed concrete appurtenances and city signs;
Remove the pedestrian bridge and store it on adjacent site, securing it for future use; and
Restore Barry Bridge Park if property is conveyed back to the Delaware River Port Authority
 EXHIBITM

MLS Venue Broadcast Specifications

PHL:5793543.18IFCPOO[·247606
 EXHIBJT M.
NILS
MAJOR LEAGUE SOCCER

[Revised 10/08/08]

MAJOR LEAGUE SOCCER

VENUE BROADCAST SPECIFICATIONS

Overview Camera Locations

Facilities Power Announce Booths

Cable Installation Field Perimeter

Transmission Stadium Lighting

Telephone Lines Blimp Coverage

Television Compound Transportation of equipment

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OVERVIEW
All Major League Soccer stadiums have their own character. Designers with vision, memorable
athletic performances and passionate fans blend to create an unmistakable atmosphere. One
characteristic all stadium projects must have in common, from concept to opening day, is a
commitment to the rvlLS mandate to improve the quality, consistency and efficiency of television
coverage. Network partners now pay rights fees for the privilege of bringing games to millions of
viewers in the course of a season. Individual teams budget considerable amounts to televise
games cementing their image in the minds of their local sports communities. Television coverage
is an essential part of a healthy professional sports team. It is imperative to seriously consider
broadcast infrastructure in the design, development, construction and event planning stages.
This document outlines the minimum broadcast reqUirements set forth for new stadium
construction by Major League Soccer.

A few basic requirements and recommendations merit emphasis. While these specifications are
referenced throughout the document, it is important to draw particular attention to certain
requisites.

• Game camera must be placed exactly on the centerline.

• Midfield camera deck(s) must accommodate at least 5 cameras.

Each 18 yard line camera deck(s) must accommodate at least 2 cameras.

• The aforementioned cameras must be positioned where their sight lines and the field
surface at the close touchline create an angle ranging from 17 to 23 degrees. In soccer
specific stadiums of average rvlLS size, the prescribed angle places cameras between 3D'
and 35' above field level.

• The angle creates an approximate 6 to 1 ratio of distance from the center circle axis to
camera height. In other words, for every six horizontal feet the camera is located away
from the center circle at field level, it should rise vertically 1 foot.

• The cameras must see all official field markings including near sidelines and corners.
Fans standing in seats and aisles, railings, flags, retainer walls, support columns are all
potential sight line obstructions.

• There must be at least 3 fully equipped television booths at least 16' wide. One of these
booths must be near the centerline. All should be in close proximity to the centerline. All
must have a clear line of sight of the entire field with no obstructions including window
frames and support structures.

• We recommend benches be placed opposite camera side. Locker rooms and field access
tunneJ(s) should be on the same side as benches.

• The television compound must accommodate multiple broadcasts as outlined in this

document. Physical space, power, ingress and egress for the most advanced facilities
must be considered.

• Placement of the television compound must take satellite transmission into account. A
clear view of the southern sky is crucial to giving uplinks access to the entire satellite
array.

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 STADIUM SPECIFICATIONS

FACILITIES POWER
The newest television mobile units require 400amps, 3 phase @ 208v. Some prefer a 400 amp
service while others prefer a split of 200 amps for technical power and 200 amps for
environmental power. Most travel with B Units requiring 200amps, 3 phase @ 208v. Although
most satellite uplinks require 100 amps, single phase @208v, we are starting to see larger
uplinks requiring 200amps, 3 phase @ 208v. Office trailers for network events also must be
taken into consideration.

With these numbers in mind, to cover any MLS event including network HD broadcasts, split
feeds and special events, here is the minimum requirement for power in the 1V compound:

400 amps, 3 phase @ 208v - 2 services

200 amps, 3 phase @ 208v - 4 services
100 amps, single phase @ 208v - 3 services

Power distribution can be left to house electricians on and event by event basis, but it is
imperative to have the proper distribution with camlock connections ready at park and power.

CABLE INSTALLATION
TRIAX CAI"1ERA CABLE INSTALLATION (MINIMUM)

Quantity OriClin Termination Camera AssiClnments

5 1V Compound Center High Game
Tight Follow
StarCa m
Split Coverage
Spare
3 1V Compound Main Announce Booth Announcer CoveraCle
1 1V Compound Secondary Announce Booth Announcer CoveraCle
2 1V Compound 18 Yard Line Left (High) Left Hiqh 18
2 1V Compound 18 Yard Line Right (High) Right High 18
1 1V Compound High Endline Left High Endline
1 1V Compound HiClh Endline RiClht HiClh Endline
1 1V Compound HiClh Left Corner Slash Left
1 1V Compound Hiqh Riqht Corner Slash Riqht
7 1V Compound Field Level, Centerline Centerline Platform
Handheld Left
Handheld Right
Handheld Center
Left Low 18 Platform

Pg.3
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 Right Low 18 Platform
Spare
2 TV Compound Field Level, Left End Left Endline
Left Jib
2 TV Compound Field Level, Right End Right Endline
Right Jib
1 TV Compound Field Level Opposite Center Reverse Angle
1 TV Compound Home Locker Room Interview Set Up
1 TV Compound Visitor Locker Room Interview Set Up

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8-1-07 Rev. pf/su
COAX VIDEO CABLE INSTALLATION (MINIMUM)

Quantity Origin Termination Purpose

20 TV Compound Main Announce Booth Monitors, Specialty Cameras,
Telestrator, Spare
10 TV Compound Secondary Announce Monitors, Specialty Cameras,
Booth Spare
10 TV Compound HD Announce Booth Monitors, Specialty Cameras,
Telestrator Spare
10 TV Compound Field Level, Center Line Monitors
6 TV Compound Field Level Left End POV Cameras, Monitor Spare
6 TV Compound Field Level, Right End POV Cameras Monitor Spare
10 Stadium Control Room TV Compound House Feeds for Jumbotron and
HousejTelevision Coordinated
Events
2 TV Compound Blimp Receive Point Blimp Receiver

DT-12 AUDIO CABLE INSTALLATION (MII'JIMUM)

Quantity Origin Termination Purpose

3 TV Compound Main Announce Booth Booth Audio
2 TV Compound Secondary Announce Booth Booth Audio
1 TV Compound Ancillary Broadcast Booths Booth Audio
3 TV Compound Field Level, Center Line Field Level Announcer Audio
Production Communication
Parabola and Hard FX Mics
1 TV Compound Field Level Left End Goal and Corner FX
1 TV Compound Field Level Right End Goal and Corner FX
1 TV Compound Field Level Opposite Parabola and Hard FX l\1ics
1 TV Compound House Control Room House Feeds for Jumbotron and
House/Television Coordinated
Events
The blimp receive point will not require an entire DT-12. Three pairs of audio cable will suffice.

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SINGLE MODE FIBER INSTALLATION (MINIMUM)

HD television broadcasts and Skycam will require single mode fiber, one pair (two strands) with
ST connectors to the following locations.

Quantity Pairs Oriqin Termination camera Assignments

4 TV Compound Center High Game
Tight Follow
6 TV Compound l"1ain Announce Booth Announcer Coverage
Skycam
4 TV Compound 18 Yard Line Left (Hiqh) Left Hiqh 18
4 TV Compound 18 Yard Line Right (Hiqh) Riqht Hiqh 18
2 TV Compound High Endline Left Hiqh Endline
2 TV Compound High Endline Right Hiqh Endline
2 TV Compound High Left Corner Slash Left
2 TV Compound High Right Corner Slash Right
2 TV Compound Field Level Centerline Centerline
2 TV Compound Field Level Left End Left End
2 TV Compound Field Level Riqht End Riqht End

TRANSMISSION
There are currently two preferred methods of transmitting TV broadcast signals from the stadium
to any given broadcast distribution point-fiber optic and satellite. Although there will be
circumstances when satellite transmission will be necessary, fiber has become in most cases the
most cost-effective and reliable method. It alleviates the need to have a satellite uplink on site.
It is not affected by weather and, in the long-term, it saves money. It is in everyone's best
interest to make every effort to seek a fiber provider with a wide base of interconnectivity.
Stadiums should provide a minimum of 2 Vyvx HD 270 Mbps fiber paths out.

Uplink trucks must have a virtually unobstructed view of the south and southwestern skies to
access as much of the satellite array as possible.

TELEPHONE LINES
A minimum of 18 telephone lines will be needed for business, communications and data
transmission. A minimum of 2 high speed internet connections will be required.

Pg.6
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TELEVISION COMPOUND
The television compound at minimum must be large enough to accommodate:

3 mobile units with a footprint of 25' x 60' (this will allow for an expando to open up, stairs
installed, belly bay doors to open for a safe working area)

3 Satellite uplinks 15' x 30' and must have a clear shot to the Southern Sky

1 office trailer with stairs and walking area needs a minimum of 15' x 60'

Backup generator space of 8' x 24' must also be available.

The 1V Compound must be in close proximity to the stadium. The surface should be slightly
sloped pavement or concrete to ensure proper drainage and must be designed to withstand the
weight and movement of maximum weight tractor-trailer rigs. The path from entry to the
stadium complex to final parking must be graded to accommodate low clearance rigs. If the 1V
compound is outside the stadium, it must be fenced or walled to be secure. Power, I/O panel(s)
and fiber transmission heads ideally should be within 50' of the units. These services must be
adequately protected from the elements. They should be at eye level and no lower than waist
level. Parking and cable interconnection for news organization ENG/Microwave units should be
separate and removed from the 1V Compound.

Other requirements include:

A water faucet located near the mobile units to run misting systems for AC units during the
summer months.

Parking for 2 passenger vehicles per mobile unit.

Restrooms located near 1V Compound.

If mobile units are outside positioned below grandstands, protection from falling objects is
necessary.

Access pathways for deliveries to the stadium and stadium vendors should ideally be separate
from the 1V Compound.

Ramps between levels must be wide enough to allow eqUipment cart passage.

Pg. 7
8-1-07 Rev. pf/su
CAMERA PLACEMENT AND SUPPORT

Every camera position above the field should have a clear sightline from the position to a
minimum of 3' from the touchlines. This sightline should take in to account fans standing,
walking, and waving their arms, flags and banners not just sitting. Platform sizes listed are the
minimum for one camera per position.

Camera Location Support

Game Platform or Booth Location Tripod or Mitchell Mount on
Tight Follow 30' to 35'* Above Field Level Platform or in Booth or Basket
StarCam Aligned with Centerline
Split Coverage
HD Game*
HD Tight Follow*
Talent A Main Announce Booth Handheld on Tripod
Talent B
HD Talent*
Talent Secondary Announce Booth Handheld on Tripod
Offside Left (18 Yard Line) 30' to 35' Above Field Level Tripod or Mitchell Mount on
Offside Left HD* Aligned with Top of the Arc Left Platform Booth or Basket
Offside Right (18Yard Line) 30' to 35' Above Field Level Tripod or Mitchell Mount on
Offside Right HDNet* Aliqned with Top of the Arc Riqht Platform, Booth or Basket
Endline High High Endline Right or Left Tripod or Mitchell Mount on
Endline High HDNet* 30' to 35' Above Field Level Platform Booth or Basket
Slash High Left or Right Corner Tripod on 6' x 8'x 36" Platform
Slash HD* 30' to 35' Above Field Level Platform must be able to hold
+8001bs and should be
padded to protect the players.
Field Level Center Field Level, Centerline Tripod on 8' x 8'x 36" Platform
Field Level Center HDNet*
Left End Field Level, Left End Tripod on 6' x 8'x 36" Platform
Left End HDNet*
Right End Field Level, Right End Tripod on 6' x 8'x 36" Platform
Right End HDNet*
Left Low 18 Field Level Left 18 Yard Line Tripod on 6' x 8'x 36" Platform
Riqht Low 18 Field Level Right 18 Yard Line Tripod on 6' x 8'x 36" Platform
Handheld Left Field Level, Left None
Handheld Right Field Level, Right None
Handheld Center Field Level Center None
Handheld HD Field Level None
Reverse Anqle Field Level Opposite Center Tripod on 6' x 8'x 36" Platform
Jib Field Level Right or Left End Dolly
Home Interview Handheld Home Locker Room Tripod
Visitor Interview Handheld Visitor Locker Room Tripod
Blimp Receiver Roof with Unobstructed View 6' x 6' Platform 6" hiqh
*These HDNet camera positions will require 20 AMPS electrical power at each location.

Pg. 8
8-1-07 Rev. pf/su
CAMERA PLACEMENT AND SUPPORT CONTINUED:

Each camera on a tripod requires a minimum of 6' (w) x 8' (d) of working space. If they are
placed too close, they cannot cross shoot without interference. If camera positions are in
booths, sills and railings must be low to allow lenses to tilt down and still keep sightlines of the
entire field. If cameras are too close to a wall they have trouble shooting the corners. Camera
placement must be well above stadium seating to prevent obstruction. Support for all cameras
must be substantial to prevent vibration caused by stadium activity.

One of the most versatile methods of camera support for high cameras is to create a concrete
slab platform centered at midfield. A minimum 40' x 6' slab at the appropriate height allows
enough space for all camera contingencies including special event coverage where as many as 5
cameras are conceivable. This method gives substantial support and maximum flexibility of
camera placement.

16' x 6' slab platforms aligned with the top of the arc at both ends of the field for offside cameras
would allow enough room for two cameras for inevitable true side-by-side telecasts. When the
slabs are not completely occupied by cameras, they can serve a variety of purposes including RF
receive sites, TV host positions, hospitality areas and spectator seating. Slabs should be sloped
for drainage away from cameras and I/O panels.

The slab method is highly recommended because it takes game coverage cameras out of the
announce booths where lack of space and stadium structures often limit movement and sight
lines.

Mitchell Mounts are another recommended method of camera support, especially if space is
limited. The mount can be attached to a 3' wall along the front of a slab or to a sturdy post at
least 8" in diameter. Mitchell Mounts negate the need for tripods altogether. They are designed
to accept camera heads carried by virtually all television mobile units. Another advantage of
using Mitchell Mounts is a reduction in space needed to operate cameras. Since tripods are not
necessary, operators are able to work closer to their cameras, reducing the amount of space
required between cameras to 6'. In this case, the size of the slab platform can be reduced to 30'
x 6'. If the mounts are installed closer than 6' apart, operators will interfere with each other
when cross shooting. They must be installed properly to withstand the weight of a camera and
the motion of the pan head.

Pg.9
8-1-07 Rev. pf/su
CAMERA PLACEMENT AND SUPPORT CONTINUED:

Optimum field level center platforms are 8' x 8' and 36" high. While 6' x 6' platforms will suffice
for camera operation, these platforms are often used to accommodate monitors and other
television equipment for sideline reporters and technicians. It is imperative they are sturdy
enough to support 800 pounds with movement to accommodate 2 crew members and equipment
during set up and strike. They must be adequately padded for player safety. According to FIFA
and MLS regulations, they must be placed at least 8' from the touchlines.

Another contingency to consider is the inevitability of reverse coverage. This occurs when two
broadcast groups want to cover the same game with entirely separate camera positions. Rather
than shooting side-by-side, some broadcast organizations prefer to take all camera positions to
the opposite side of the field allowing them to sell sign board advertisement seen from their
vantage point. To accommodate reverse coverage, stadiums either build permanent camera
positions or construct portable platforms that can be installed and removed when a reverse
broadcast is necessary. Any new stadium with plans to attract international events should
strongly consider allowing for reverse coverage.

One of the ongoing problems we encounter is the obstruction of fan sightlines by cameras and
their operators. It would be in everyone's best interest to consider designing seating to prevent
seat kills, especially in areas to be sold as premium seats. A camera operator shooting on a 36"
inch platform presents a 9' obstacle to fans. Placing premium seats where they will be blocked
by field level cameras is not recommended.

ANNOUNCE BOOTHS

The announce booths must have an unobstructed view of the entire field and the field perimeter
including touch lines. They must be 40' to 45' in elevation, preferably just above the camera
deck. Two primary TV booths placed side-by-side, aligned with the midfield without a structural
column on the centerline give us the most options when an event requires multiple broadcasts.
Primary booths must be 16'-20' wide. Since all of our stadiums can expect special events
including internationals and championship events, a third television booth should be planned.
The third booth can be smaller, slightly off center and can serve as a radio booth or a camera
position when not being used as a TV announce booth.

Three announcers, a stage manager and a statistician must be able to see the entire playing
surface without obstruction. The shelf they work behind should be narrow to allow the
occupants to get as close to the opening as possible. The shelf can be either on hinges or
completely removable so cameras can operate close to the window, in the event the booth is
being used as a camera position. Sturdy monitor trays should be built outside the booth window
at an angle where announcers can see monitors at a glance while watching action on the field.

The booths must be deep enough to give cameras plenty of depth (at least 12') to shoot two
announcers and a guest with a stadium and field background. Announce booths must be
separated by walls creating sound barriers. The ceiling must be at least 10' high to allow for light
fixtures. Although it is not required, a simple lighting grid installed 12" below the ceiling is
recommended to eliminate the need for light stands. It is important to use carpet and acoustic
tiles to prevent the booths from having a "live" sound. Public address speakers must be
strategically placed and aimed to avoid bombarding the announce booth with extraneous audio.

Each announce booth must have at least six 25 AMP circuits with quad boxes to allow for the
demands of lighting and monitoring. The monitors do not draw much power but the lights draw
many times more requiring separate circuits to prevent overloading.

Pg. 10
8-1-07 Rev. pf/su
FIELD PERIMETER
We recommend benches be placed opposite camera side with locker rooms and field tunnel
access on bench side. This makes it possible for 90 percent of the camera complement to shoot
players face-on at the benches. While game coverage is our primary concern, connecting faces
with performances and story lines is an important tool for showcasing personalities.

The perimeter of the field must be large enough to allow camera platforms, handheld cameras,
jib cameras, and parabolic FX microphone personnel to operate behind the signboards without
interfering with game operations and with as little sightline obstruction as possible. FIFA and
MLS rules mandate padded platforms for player safety. The platforms are placed at least 8' from
the sidelines. There should be 2' minimum behind the platforms for people to walk.

If electronic signboards are a consideration, stadiums must consider the impact on television
cameras, audio, perimeter power and video standards.

Two 20 AMP quad boxes (GFI cirCUits) must be placed at each end line and 4 made available at
the centerline on both sides of the field for TV use only.

STADIUM LIGHTING
MLS Lighting Goals - To establish lighting performance for televised Major
League Soccer events, which will provide quality broadcasts within a reasonable
budget. Special considerations shall be given for a quality lighting design
resulting in player safety; reduced energy consumption, maintenance and Iifecycle costs; and
environmental sensitivity.

Illumination - Playing surfaces shall be lit to an average maintained light level

and uniformity as specified below. Measured averClge illumination level shall be
+/- 10% of the predicted mean in accordance with IESNA RP-6-01, and
measured at the first 100 hours of operation. The maintained light level is the
expected light level over the life of the system, and must take into account all
recoverable and non-recoverable light loss factors. New lighting system designs
shall use a 0.7 recoverable light loss factor or constant illumination.

Grid Spacing - Lighting calculations shall be developed and field measurements

taken on 30' x 30' grid spacing. Grid points shall be offset so that the outermost
points are no more than half of the grid spacing from the perimeter of the playing
surface. For example, a 360' x 225' field should have 96 grid points with the
outermost points being no more than 15' from the playing surface perimeter. All
light levels shall be taken with the meter 36" above the playing surface.

Pg.ll
8-1-07 Rev. pf/su
 Lighting Standards - New Facilities

Meter Orientation Maintained Light Level Max to Min Uniformity

Horizontal 100fc 1.5:1
Vertical Position to 130fc 1.5:1
Center Main Camera
Vertical Position to 130fc 1.5:1
Center Backliqht Camera
End Camera 75fc 2.5:1

Lighting Standards - Existing Facilities

Meter Orientation Maintained Light Level Max to Min Uniformity

Horizontal 80fc 1.5:1
Vertical Position to 100fc 1.5:1
Center Main Camera
Vertical Position to 100fc 1.5: 1
Center Backliqht Camera
End Camera 60fc 2.5:1

Playing Surface Perimeter - If the technical areas including benches are placed beyond 15'
from the playing surface perimeter, the lighting design must take the illumination of these areas
into account according to the minimum standards.

Glare Control - Lighting locations must not be placed inside glare zone areas.
Glare zones can be defined as primary or critical player viewing angles and
directions. To minimize glare for goalkeepers and attacking players in the
corners, lighting locations shall not be placed within 15 degrees of either side of
the goal line when starting from the center. To minimize glare for goalkeepers
and attacking players in front of the goal, lighting locations shall not be placed
within 20 degrees behind the goal line. See picture below.

Pg. 12
8-1-07 Rev. pf/su
Lighting Locations - It is recommended that there be at least 6 different lighting
locations. Having multiple locations will reduce harsh shadowing caused by
players and objects on the playing surface. Having multiple locations also
improves 3D modeling and overall uniformity, which are both very important for
quality 1V broadcasts.

To help ensure there will be proper lighting for both the goalkeeper and end
cameras, there must be lighting locations beyond the goal lines as well as along
the sidelines. The corner locations further improve 3D modeling and end camera
uniformity.

BLIMP COVERAGE
The best place for a blimp RF receive site is the highest point in the stadium where an RF
receiver can be safely operated by the blimp broadcast ground crew. Easy access and proximity
to a power source are important factors when planning the site. It must provide adequate
support for the equipment and operator. Most importantly the site must provide the most
unobstructed view possible, horizon-to-horizon in all directions.

TRANSPORTATION OF EQUIPMENT
Television equipment is heavy and has to be carried to the upper reaches of the stadium. There
must be an elevator to facilitate the movement of people and heavy equipment to the high
camera positions throughout the stadium and to the announce booths. Elevators must be large
enough to accommodate carts loaded with broadcast equipment.

Pg.13
8-1-07 Rev. pf/Sli
 EXHIBITN

Form of Confirmation of Secondary Term Commencement Date

MEMORANDUM OF COMMENCEMENT DATE

THIS MEMORANDUM OF COMMENCEMENT DATE (this "Memorandum") is

made as of this _ day of ,2008 between DELAWARE COU1\TTY CHESTER
WATERFRONT INDUSTRIAL DEVELOPMENT AUTHORITY, a body politic and corporate
existing under the laws of the Commonwealth of Pennsylvania ("Authority"), and F.C.
PENNSYLVANIA STADIUM LLC, a Delaware limited liability company ("Tenant").

WHEREAS, by that certain Lease and Development Agreement by and between

Authority, as landlord, and Tenant, as tenant dated as of ,200_ (the "Lease"), the
Authority leases to Tenant the Stadium Land (as defined in the Lease), together with certain
other rights as set forth in the Lease; and

WHEREAS, the Authority and Tenant desire to confirm the Secondary Term
Commencement Date (as defined in the Lease) and date of expiration of the Secondary Term (as
defined in the Lease).

NOW, THEREFORE, the Authority and Tenant hereby agree as follows:

1. The Secondary Term Commencement Date of the Lease is _

20

2. The Secondary Term expires on July 15,2039 subject to (i) the right of Tenant
under certain circumstances described in Section 2.3.2.1 of the Lease to extend the Secondary
Term to a date not later than December 31, 2039 and (ii) the right of Tenant to extend the
Secondary term for one or both of the Renewal Terms the later of which, if exercised, will
expired July 15,2059 (subject to the right of Tenant to extend to a date not later than December
31, 2059 as provided in Section 2.3.2.1 of the Lease).

3. This Memorandum shall bind and inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns.

4. Except as modified as set forth herein, the Lease remains in full force and effect.

5. This Memorandum shall be governed by and construed in accordance with the

laws of the Commonwealth of Pennsylvania.

6. This Memorandum may be executed in any number of counterparts all of which,

when taken together, shall constitute one and the same instrument.

PHL:5793543 .18/FCPOOl-247606
 TI\J WITNESS WHEREOF, the Authority and Tenant have caused this Memorandum to
be executed the day and year first above written.

AUTHORITY:

DELAWARE COUNTY CHESTER WATERFRONT

mDUSTRIAL DEVELOPMENT AUTHORITY

Chairman

TENANT:

F.C. PENNSYLVANIA STADIUM LLC,

a Delaware limited liability company

By:
Name:
Title:

PHL:5793543.18/FCPOO 1-247606
 EXHIBIT 0

Description of the Barry Bridge Park Lot

PHL:579354318/FCPOOl-247606
 EXHIBIT 0

Plot of Property Situate in City of Chester, Pennsylvania Bounded by Bridge Right of Way -
Reaney Street - Seaport Drive, formerly known as Delaware Avenue, and the Delaware River
and described as follows:

Beginning at DRPA Monument No. 558, in the southeasterly line of Seaport Drive,
fonnerly known as Delaware Avenue (60 feet wide), distant 114,72 feet along said line bearing S
54° 17' 23 "W, from its intersection with the southwesterly line of Flower Street (60 feet wide);
thence

A. Southeasterly along a curve, turning to the left, an arc distance of 425. 79 feet, said
curve having a radius of 15,287.82 feet, to DRPA monument NO. 559, thence

B. S 40° 54' 26" E, a distance of 473.05 feet to a point (DRPA designation NO. 560),

C. said point being located on the Bulkhead Line ofthe Delaware River, thence

D. S 51 ° 16' 26" W, along the Bulkhead Line of the Delaware River, a distance of
260.47 feet to a point (DRPA designated No. 599), thence

E. N 35° 45' 57" W, a distance of909.33 feet to an Iron Pin, said pin being DRPA
Monument No. 600, situated on the southeasterly line of Seaport Drive, formerly
known as Delaware Avenue (60 feet wide), thence

F. N 54° 17' 23", along southeasterly line of Seaport Drive, fonnerly known as
Delaware Avenue, a distance of 185.49 feet to the point of beginning (DRPA
Monument No. 558): the said parcel containing more or less 4.490 Acres.
 EXHIBIT P

Description of PEeO Mitigation Area

[Note: be careful that the Riverwalk area is not included here]

PHL:5793543.18fFCPOO 1-247606
 EX,HIBIT p
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Chester, Pennsylvania
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PROPOSED MfrlGATldN
AREA (0.4 ACRES) :

MITIGATION

____
CONSTRUCTION
PLAN
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MITIGATION PLAN
AS OF JANUARY 7TH,2009
MIT-004
 EXHIBIT Q

Description of River Walk Plaza Area

PHL:5793543,18/FCPOOl-247606
 tXHIBIT Q (1 ot' 2)
., Q

. " x x
SQCCER'
• STAD1UM>'
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Q
.

N/F
ARE
ORT
AUTH OITY
(DR A)

COMBINED PI£RH£AD &

BULKH£AD LlN£

DELAWARE POB BOAT

RIVER RAMP
EASEMENT

GRAPHIC SCALE GENERAL NOTES:

..jr--l_·i
1. EXISTING CONDITIONS TAKEN
FROM AN A1lA PLAN
PREPARED BY RK&K
... ENGINEERS Be SURVEYORS
DAlEO MAY 7. 2008.
( IN FEET ) PLAN SHOWING PROPOSED
BOAT RAMP EASEMENT TO
1 inch 50 ft. BE GRANTED TO THE CITY OF
FIELD BOOK PAGE S CHESTER••

BOAT RAMP EASEMENT Pennoni Associa tes InC.

SITUATED
1lD6/ZJ.... . t1urrqonI • PlaIm"'"
lUll Ol'o... SlrNt, sun. Be
CTY Of aiESTER 1laddDD. ReWAr.. N_ ItuWT 0BDtS3
DElAWARE COUNTY. PA.
SCALE: DRAWN BY: REVISIONS:
\"= 50' LEL
DATE: APPROVED: PROFESSIONAL LAND SURVEYOR UC. NO.
01/05/09
ROST 0801
 EXHIBIT Q (2 1)
ROST 0801 January 5, 2009
P:\Projects\ROST\0801-Chester Soccer Stadium\Documents and Reports
\CS - Civl Site\DOCS\Easements\Boat Ramp Easement Description.doc
PENNONI ASSOCIATES INC.
CONSULTING ENGINEERS

Description of
Boat Ramp Easement Area

All That Certain parcel or tract of land situate in the City of Chester,
County of Delaware, and the Commonwealth of Pennsylvania, as shown on a plan
entitled, "Boat Ramp Easement", prepared by Pennoni Associates Inc., dated
01105/09, Job No. ROST 0801, and being bounded and described as follows:

Beginning at a Point at the intersection of the Bulkhead line of the Delaware

River with the common line of lands now or formerly of DRPA and the Soccer
Stadium Parcel;

THENCE ( 1 ) From the said Point of Beginning, along the Bulkhead line,
South 51 degrees 16 minutes 33 seconds West, the distance of
207.23 to a point, said point being the intersection of the
extension of a retaining wall with the bulkhead line;

THENCE(2) Along a line extending partially along a retaining wall, North

28 degrees 39 minutes 52 seconds West, the distance of 88.03
feet to an angle point in the retaining;

THENCE(3) Continuing along the retaining wall, North 42 degrees 03

minutes 59 seconds West, the distance of 78.53 feet to a point
in the easterly face of curb of a paved walkway;

THENCE(4) 2.25 feet along a line curving to the right, following the said
face of curb and having a radius of 19.34 feet with a chord
bearing, North 05 degree 44 minutes 26 seconds East, a
distance of 2.25 feet to a point of tangency;

THENCE(5) Continuing along the face of curb, North 09 degrees 05

minutes 18 seconds East, the distance of 49.20 feet to a point
of curvature;

THENCE(6) Continuing along the face of curb 13.48 feet along a line
curving to the right, said curve having a radius of 20.00 feet
and a chord bearing North 28 degrees 24 minutes 11 seconds
East, a distance of 13.23 feet to a point of tangency;

THENCE(7) Continuing along the face of curb, North 47 degrees 43

minutes 05 seconds East, the distance of 138.35 feet to a
. point in the said common line of the Soccer Stadium Parcel
and the DRPA;

THENCE(8) Along said common line, South 40 degrees 54 minutes 19

seconds East, the distance of 213.61 feet to the point and
place of beginning;

Containing 0.90 acres or 39,256 sq.ft. of land, more or less.

One Drexel Plaza - 3001 Market Street - Philadelphia, PA 19104-2897 - Tel: 215-222-3000 - Fax: 215-222-3588
www.pennoni.com
 EXHIBIT R

Procedure to Determine Fair Market Rent in Renewal Terms

1. Within thirty (30) days after the Authority received written notice from Tenant is
exercising its option to renew the Lease for a Renewal Term, the Authority shall deliver a notice
to Tenant specifying its determination of the Fair Market Rental Rate (the "FMR Notice") which
will constitute the Base Rent during such Renewal Term. The term "Fair Market Rental Rate"
means the fair market rent for comparable space, similar to the Stadium Facility in similar
markets.

2. Tenant shall notify the Authority within fifteen (15) days after the date of the
FMR Notice whether it approves the Authority's determination of Fair Market Rental Rate (the
"Response Notice"). If Tenant fails to timely deliver the Response Notice, Tenant shall be
deemed to have approved the Authority's determination of Fair Market Rental Rate. If Tenant
timely delivers a Response Notice disapproving of the Authority's determination of Fair Market
Rental Rate, then the Authority and Tenant shall negotiate in good faith for a period of thirty (30)
days after the date of the Response Notice to reach agreement on the Fair Market Rental Rate. If
the Authority and Tenant cannot reach agreement within such 30-day period, Tenant may, within
five (5) business days after the end of such 30-day negotiation period, either (i) revoke its
exercise notice by delivering to the Authority a notice of revocation (the "Revocation Notice"),
in which event the Term shall expire on the date provided in the Lease, or (ii) elect to submit the
determination of Fair Market Rental Rate to arbitration, to be conducted as set forth below, by
delivering to the Authority a notice of arbitration (the "Arbitration Notice"). In the event that
Tenant does not timely deliver either a Revocation Notice or an Arbitration Notice, Tenant shall
be deemed to have timely delivered a Revocation Notice.

3. In the event that Tenant timely delivers an Arbitration Notice, then each party
shall, within five (5) days after the date of the Arbitration Notice, place in a separate sealed
envelope each party's final proposal as to Fair Market Rental Rate (each proposal, a "Final
Proposal") and shall meet with each other within fifteen (15) days after the date of the
Arbitration Notice (the "Arbitration Date"). At the meeting, the Authority and Tenant shall
exchange and then open the envelopes in each other's presence. If the Authority and Tenant do
not mutually agree upon the Fair Market Rental Rate within five (5) days after the Meeting Date,
then the determination of Fair Market Rental Rate shall be submitted to a baseball-style
arbitration, and the Authority and Tenant shall agree upon and jointly appoint a 3-member
arbitration panel (the "Panel") to conduct the arbitration. In appointing the Panel, the Authority
and Tenant shall choose real estate professionals with knowledge of comparable property to the
Stadium Premises. If the Authority and Tenant do not agree upon and appoint the Panel within
fifteen (15) days after the Meeting Date, then, within five (5) days thereafter, the Authority and
Tenant shall each appoint one panel member, and within five (5) days thereafter, the two
appointed members shall select the third panel member. The determination of the Panel will be
limited solely to the issue of whether the Authority's or Tenant's Final Proposal is closer to the
actual Fair Market Rental Rate for the Stadium Premises, as determined by the Panel. The Panel
may hold hearing and require briefs from the Authority and Tenant as the Panel deems
necessary. Additionally, both the Authority and Tenant may submit to the Panel, within five (5)
days after the appointment thereof, any market data or additional information such party deems

1
PHL: 5793 543 . 18fFCPOO 1-247606
relevant to the Panel's determination. The party submitting such information shall also send a
copy of such submission to the other party. The other party may, within five (5) days after
receipt of such information, submit a reply in writing to the Panel, with a copy to the other party.
The Panel shall, within thirty (30) days after its appointment, notify the Authority and Tenant
whether the Authority's or Tenant's Final Proposal is closer to the actual Fair Market Rental
Rate for the Stadium Premises, as determined by the Panel. The Panel's decision shall be
binding upon the Authority and Tenant. The cost of arbitration shall be shared equally by the
Authority and Tenant, except that each party is responsible for its own legal fees and costs of
experts in connection with its presentation of information or evidence to the Panel.

4. Within ten (10) days following the decision of the Panel, Tenant may deliver a
Revocation Notice to the Authority.

5. Upon determination (whether by the parties or through arbitration) of the Fair

Market Rental Rate, unless Tenant shall timely deliver a Revocation Notice as provided in
Paragraph 4 above, the parties shall promptly execute and deliver an amendment to the Lease
reflecting the Fair Market Rental Rate for such Renewal Term.

2
PHL:5793543 .18/FCPOOl-247606
 Exhibit "S"
Ordinance

Final Land Development Approvals

Subdivision of Lot 1, BPG LP VIII Seaport P1 LP August27,2008

Subdivision of Lands of Delaware River and Port Authority November 26, 2008
Subdivision of Lands of PECO Energy Company December 17, 2008
City Council Ordinance No.1, 2009 - Vacation of Reaney Street January 5, 2009
Reverse Subdivision Plat of Stadium Parcel January 14, 2009*
Final Land Development Approval January 14, 2009*

*Expected Approval Date by Chester City Council

 Exhibit "T"
Variances, Special Exceptions and Approvals

Variances from certain area and bulk requirements, and standards applicable to December 18, 2008
parking lots in W-1 and M-3 districts (Chester Zoning Hearing Board)
 EXHIBITU

Schedule of Stadium Premises Costs Showing Which are Funded from the Authority
Stadium Facility Contribution, the Commonwealth Grant, the Additional Funding, the
Sovereign Bank Construction Loan and Other Sources

PHL:5793543.I 8/FCPOOI-247606
 1

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 Chester Stadium
Cost Report

FC Pennsylvania Stadium LLC

Budgeted Uses of County Bond Funds
2/13/2009
$2M County $28M County
Contribution Bonds Total
Land Acquisition 635,000 635,000

Construction
Construction Management 175,199 576,553 751,752

GMP Contract items: 502,740 25,434,958 25,937,698

Site Work I Excavation
Foundation / Superstructure
Vertical Envelope
Horizontal Envelope
Metal Fabrications
Mechanicals

Architecture/Design/Civil/Structural
Master Planning 20,000 20,000
Utility Infrastructure 400,000 400,000
Site Development 125,000 125,000
Geotechnical/Soils Study 39,050 39,050
Architecture Contract 687,061 1,048,939 1,736,000
Civil Engineering 120,000 120,000
Testing & Inspection 180,000 180,000
MBEIWBE Consultant 42,750 42,750

Settlement Costs
Title Search / Settlement Fees 5,408 5,408
Transfer Taxes - State & County 7,342 7,342

Total Uses 2,000,000 28,000,000 30,000,000

County Stadium BUdget 2 13 09 Lease Exhibit.xls CONFIDENTIAL 2/17/2009

 Chester Stadium
Cost Report

--------f-----f-------I-------+------+------+------+-----+--c---+-----+----+-----+-----+-----+-----f-------+-------1
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ALTA Report 21,420 21,420 21,420

Geo Study 50,000 50,000 50,000
Environmental Phase II Study 127,000 127,000 127,000
Environmental Phase II, Parking 15,000 15,000 15,000
econsult 17,000 17,000 17,000
Fainnan Grp 5,036 5,036 5,036
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Financial Analysis, Price Waterhouse 131,214 131,214 131,214
American ConI. 30,000 30,000 30,000
Marketing Analysis 100,000 100,000 100,000
Gilliam & Associates 18,948 18,948 18,948
Arch/Eng review, MSR 333,795 333,795 333,795
Morgan tewis 130,731 130,731 130,731
Wolf Block 75,000 75,000 75,000
Conv_ Sports & teisure (econ impact) 55,000 55,000 55,000
Travel and Entertainment (Oue Diligence only) 46,969 46,969 46,969
Marketing & Public Relations 89,196 89,196 89,196
Contingency 91,433 91,433 91,433
Due Diligence Cost 1,673,000 1,673,000
- - - - - - - + - - - - - j - - - - + - - - - - - I - - - - - - + - - - - - - + - - - - + - - - - - + - - - - ---- -...

Land Cost 1,500,000 1,500,000 1,500,000

DRPA I 635,000 1I5,000 150,000 900,000 900,000
+ - - - - t _ - - - _ + - - - - - + _ - - - - - I _ _ _ - -..---- + _ - -- - - r - - - - - _ t - - - - - _ t - - - - - t _ - - - - t - - - - - _ t - - - - - r - - - - - _r- --i_ _

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Construction Fee ,Icon 619,910 1,330,090 300,000 2,250,000 2,250,000
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PECO Parking tot 1,000,000 2,000,000 3,000,000 3,000,000
Greenway & Riverwalk 175,000 175,000 175,000
GMP Contract Vaiue 27,000,000 825,000 1,350,000 25,937,698 18,076,680 6,677,549 79,866,927 79,866,927
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Utility Infrastructure to site 400,000 1,100,000
PennDOT Infrastructure 1,000,000 1,000,000 1,000,000
Construction 95,166,927 95,166,927

C:IDocuments and SettingslSSR50831Locai SettingslTemporary Internet FileslOLK32CIStadium BudgElI6fJSI1ilIfiN1lJAIl3 09 Lease Exhibit.xls 2/17/2009
 Chester Stadium 2
Cost Report

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Furniture
AV Equip/AppliancelTV
Electronic Signage
Phone Switch
FF&E

Architecture/Design/CiviIlStructural
Master Plan Allocation
Site Development
Civil Parking Lot Design
Geotechnical/Soils Study
Architecture Base Contract
Architecture Reimburseable
Civil Base Contract - Pennoni
Traffic Consultant
Testing and Inspection
Environmental Consultant
MBE I WBE Consultant
Architecture! Design! Civill Structural

Permits & Fees

Building Permit Fee
Fire Marshal Review
Municipal Impact Fees
Other land use admin fees (signs, plan filing, etc.)
Permits & Fees _+_-+--
Administrative/Accounting
General Accounting
Audit
Travel and Entertainment
Administrative/Accounting

Settlement Costs
Title Search I Settlement Fees
Transfer Taxes - State & County
Settlement Costs

C:IDocuments and SetlingslSSR50831Locai SetlingslTemporary Internet FileslOLK32CIStadium BudgEa6tl6'l1ilJfiN7lJA113 09 Lease Exhibil.xls 2/17/2009
 EXHIBIT V

Form of PILOT Agreement

PHL:5793 543.18/FCPOO 1-247606

 CHESTER SOCCER STADIUM

AGREEMENT FOR
PAYMENTS IN LIEU OF REAL ESTATE TAXES

THIS AGREEMENT is made as of the 15 th day of February, 2009 (hereinafter the

"Effective Date"), by and among THE CITY OF CHESTER, Delaware County,

Pennsylvania (the "City"), a political subdivision existing under the laws of the Commonwealth

of Pennsylvania (the "Commonwealth"), FC PENNSYLVANIA STADIUM LLC, a limited

liability company organized and existing under the laws of the State of Delaware ("FC Stadium")

and PENNSYLVANIA PROFESSIONAL SOCCER LLC, a limited liability company

organized and existing under the laws of the State of Delaware ("PPS"), and KEYSTONE

SPORTS AND ENTERTAINMENT, LLC, a limited liability company organized and existing

under the laws of the State of Delaware ("Keystone").

BACKGROUND

WHEREAS, pursuant to a certain Lease and Development Agreement dated February

18, 2009 ("Stadium Lease"), between the Delaware County Chester Waterfront Industrial

Authority ("Authority") and FC Stadium, the Authority has leased certain real property located

in the City ("Stadium Land") to FC Stadium, as more particularly described in the Stadium

Lease, and FC Stadium has agreed in the Stadium Lease to construct upon the Stadium Land a

new major league soccer stadium ("Stadium") and related improvements (the Stadium Land, the

Stadium and all improvements now and hereinafter constructed or situate upon the Stadium Land

being hereinafter collectively referred to as the "Stadium Premises"); and

WHEREAS, the parties agree that the Stadium Premises is public property used for

public purposes by virtue of the ownership of the Stadium Premises by the Authority and the
permitted uses of the Stadium Premises, and accordingly the Stadium Premises is exempt from

all taxes on real property imposed by the City and the County of Delaware, Pennsylvania

("County") ("City and County Real Property Taxes"); and

WHEREAS, the parties agree that since the Stadium Premises is public property used for

public purposes it is necessary and appropriate that the City impose with respect to the entire

Stadium Premises payments in lieu of all City and County Real Property Taxes ("PILOT

Payments" and each a "PILOT Payment");

NOW THEREFORE, the City, FC Stadium, PPS and Keystone, in consideration of the

mutual undertakings set forth herein and for other good and valuable consideration, the receipt of

which is hereby acknowledged, covenant and agree as follows:

1. Term. The term ("Term") of this Agreement shall commence on the first

anniversary of the Effective Date and shall continue thereafter through the entire Term (as said

term is defined in the Stadium Lease) of the Stadium Lease and shall expire upon the expiration

of the Term (as said term is defined in the Stadium Lease) of the Stadium Lease, unless sooner

terminated pursuant to the provisions hereof.

2. Property Subject to this Agreement. The property subject to this Agreement is

the entire Stadium Premises, as more particularly described in the Stadium Lease.

3. Exemption from City and County Real Property Taxes. The parties hereto

agree that the Stadium Premises is public property used for public purposes by virtue of

ownership of the Stadium Premises by the Authority and the permitted uses of the Stadium

Premises. No Event of Default hereunder (as said term is defined in paragraph 9) shall effect the

exempt status ofthe Stadium Premises.

2
 4. Annual PILOT Payment Amounts. During the Term of this Agreement, FC

Stadium shall pay to the City an annual "PILOT Payment" in the amounts and on the dates set

forth in Schedule 1 attached hereto and incorporated herein by this reference as though fully set

forth herein. Each PILOT Payment shall be attributable to the twelve (12) month period

immediately succeeding the date on which such PILOT Payment is due. The PILOT Payment

shall be appropriately apportioned in the event the term of the Stadium Lease does not extend

through the entirety of any such twelve (12) month period.

5. PILOT Payments.

(a) The PILOT Payments to be made by FC Stadium in accordance with this

Agreement shall be in lieu of all City and County Real Property Taxes which would otherwise be

imposed with respect to the Stadium Premises pursuant to the ordinances of the City or the

County now in effect or any successor thereto, or any future statute or ordinance imposing City

and County Real Property Taxes on the Stadium Premises by or on behalf of the City or the

County during the Term of this Agreement.

(b) Nothing contained in this Agreement shall relieve FC Stadium, PPS or

Keystone from their respective obligations to pay any other taxes they currently owe to any

taxing authority or from any obligations they currently owe to the City or the County, or from

any other tax or other obligation hereafter owed to the City, the County or any other taxing

authority.

6. Covenants of the City, FC Stadium, PPS and Keystone. Provided that, as to

the City, no Event of Default (as said term is defined in paragraph 9 hereof) by FC Stadium, PPS

or Keystone then exists, and provided that, as to FC Stadium, PPS and Keystone, no default

under this Agreement by the City then exists, each of the City, FC Stadium, PPS and Keystone

3
covenant and agree that it shall not, for any reason whatsoever, challenge the validity or the basis

of this Agreement, nor the required payments established in this Agreement, in any forum,

judicial or administrative, during the Term of this Agreement. As long as no Event of Default

(as said term is defined in paragraph 9 hereof) by FC Stadium, PPS or Keystone then exists, the

City, to the extent that it is lawfully able to do so and without representing a warranty that it is

lawfully able to do so, shall not revoke or challenge the exemption from City and County Real

Property Taxes with respect to the Stadium Premises for any period during the Term of this

Agreement. In the event that FC Stadium or PPS is required to pay City and County Real

Property Taxes to the City, then the amount FC Stadium or PPS is required to pay to the City

shall be set off by the PILOT Payment made or to be made for such annual period hereunder.

7. PILOT Payment Schedule. FC Stadium shall make its first PILOT Payment no

later than June 30, 2010 and shall make subsequent annual PILOT Payments no later than the

thirtieth (30 th) day of June of each calendar year during the Term of this Agreement.

8. Late Payment. In the event that FC Stadium fails to timely make all or any

portion of the PILOT Payments as required by this Agreement, additions, interest and penalties

shall be assessed against any unpaid portion of the relevant PILOT Payment in the amount and in

the manner set forth in the ordinances imposing the City and County Real Property Taxes.

9. Events of Default. Each of the following shall constitute an "Event of Default"

hereunder:

(a) FC Stadium's failure to pay any sum owed to the City hereunder on the

date such sum is due and the continuation of such failure for a period of ten (l0) days after

written notice thereof;

4
 (b) FC Stadium's, or PPS' or Keystone's failure to comply with any other

provision of this Agreement, which failure continues for a period of thirty (30) business days

after written notice thereof unless the defaulting party undertakes to cure such default and

diligently pursue such cure to completion within sixty (60) days; and

(c) FC Stadium's, PPS' or Keystone's failure to pay any tax to the City or the

County other than the City and County Real Property Taxes, which failure continues for a period

of thirty (30) days after written notice. This provision shall not apply to any tax which FC

Stadium, PPS or Keystone shall have been contesting in good faith regarding FC Stadium's,

PPS' or Keystone's obligation to pay the tax or the amount of the tax.

10. Remedies. Upon the occurrence of an Event of Default by FC Stadium, PPS or

Keystone, the City, at its option, may:

(a) terminate this Agreement upon sixty (60) days prior written notice to the

other parties; provided, however, that this Agreement shall not terminate if the defaulting parties

shall cure the Event of Default prior to the expiration of said sixty (60) day period;

(b) bring action against the defaulting parties or the Stadium Premises to

enforce the provisions of this Agreement;

(c) bring action against the defaulting parties to collect any sums due

hereunder; and

(d) pursue any other remedy III law or equity to which the City may be

entitled.

All rights and remedies of the City under this Agreement are cumulative and may be exercised

concurrently. The failure of the City to insist on strict performance of any provision of this

Agreement shall not be deemed to be a waiver of such provision or any other provision hereof, or

5
of any right or remedy of the City. The rights of the City under this Agreement shall be separate,

distinct and cumulative and none shall be given effect to the exclusion of any other rights. No

act of the City shall be construed as an election to proceed under anyone provision hereof to the

exclusion of any other provision. Any and all payments received by the City following a default

hereunder by the other parties may, at the City's option, be applied to sums payable by FC

Stadium hereunder in whatever order and manner the City may elect, including, without

limitation, the following: first, to the payment of any and all costs and expenses incurred by the

City with respect to such default; second, to payments overdue hereunder (in whatever order and

manner the City may elect); and third, to penalties and interest due and payable as provided in

this Agreement. The City may make such application notwithstanding any contrary request or

purported conditional payment by the defaulting party. Acceptance by the City of any payment

in an amount less than the full amount then due hereunder shall be deemed an acceptance on

account only, and the failure to pay the entire amount then due shall be a default hereunder by

the applicable party. FC Stadium shall pay on demand all of the City's reasonable out-of-pocket

costs and expenses, including without limitation fees and expenses for services of counsel,

incurred or paid by the City in connection with the enforcement of the City's rights and remedies

against the FC Stadium, PPS or Keystone under this Agreement.

11. Transfer of Interest in the Stadium Premises. If during the Term of this

Agreement FC Stadium assigns its interest in the Stadium Premises in a permitted transfer under

and pursuant to the Stadium Lease, FC Stadium may assign its rights and obligations under this

Agreement, and this Agreement shall continue to apply and shall remain binding on the City and

such assignee, and thereafter, no further rights or obligations hereunder shall accrue against FC

Stadium, PPS or Keystone; provided, however, that this Agreement shall be assignable only to a

6
permitted transferee under the Stadium Lease, and that any such transferee shall execute and

deliver an instrument in writing in form and substance satisfactory to the City in its reasonable

discretion, expressly assuming all of the duties, obligations and liabilities of the assignor under

this Agreement; and provided further that the approval by the City of any assignment of this

Agreement by the FC Stadium or any successor or permitted assignee ofFC Stadium shall not be

deemed a consent to, nor a course of dealing with respect to, any subsequent assignment or

assignments of this Agreement.

12. Notices. All notices, demands, requests, consents, certificates, waivers or other

writings or communications with respect to this Agreement shall be in writing and shall be

effective if sent by certified or registered United States mail, postage prepaid, return receipt

requested, or by overnight courier or same day delivery service, or by facsimile with written

confirmation served in any other manner for providing notice herein as follows:

If to the City, addressed as follows:

City of Chester, Delaware County, Pennsylvania

One Fourth Street
Chester, PA 19013
Attention: Mayor's Office

with a copy to:

City of Chester, Delaware County, Pennsylvania

One Fourth Street
Chester, PA 19013
Attention: City Solicitor

If to the FC Stadium, PPS or Keystone addressed as follows:

Keystone Sports and Entertainment, LLC

2501 Seaport Drive
Chester, PA 19013
Attention: Chief Executive Officer and Operating Partner

7
 with a copy to:

Major League Soccer, L.L.C.

470 Fifth Avenue, i h Floor
New York, NY 10018
Attention: President

or to such other address as the party to receive notice may from time to time designate by written

notice to the other in the manner above described. Notices shall be deemed to have been given

or served on the second business day after mailing in the manner set forth herein, on the first

business day if an overnight courier service is used and on the same day if same day delivery

service is used.

13. Miscellaneous.

(a) Any provision of this Agreement that shall be held by final determination

of a court to be unenforceable with respect to any party hereto shall be unenforceable only to the

extent of such determination, and the remainder of this Agreement shall remain valid, binding

and enforceable; provided, however, that nothing contained in this Agreement is intended to

diminish the rights and remedies of FC Stadium or PPS under the Stadium Lease in the event of

any such determination of unenforceability.

(b) FC Stadium, PPS and Keystone each warrants that each (and the

undersigned representatives or officers of each party) has full power, authority and legal right to

execute and deliver this Agreement, and to keep, observe, pay and perform all terms and

provisions of this Agreement on their part to be kept, observed, paid and performed. FC

Stadium, PPS and Keystone each represents and warrants that this Agreement is a valid and

binding obligation of each of them enforceable against each of them according to the terms

hereof.

8
 (c) This Agreement represents the entire agreement among the parties hereto

with respect to the subject matter hereof, and supersedes all prior or contemporaneous

representations, warranties and conditions with respect to the subject matter hereof; this

Agreement shall not be altered, amended or modified III any manner except by written

instrument executed by the parties and attached hereto.

(d) This Agreement and all matters arising out of or relating to this Agreement

shall be governed by and construed in accordance with the laws of the Commonwealth. In the

event a Commonwealth statute shall be enacted governing the imposition of a PILOT Payment

on the Stadium Premises, the parties agree to modify this Agreement, if required, to conform to

the requirements of such statute.

(e) Nothing contained in this Agreement is intended to waive the right of FC

Stadium, PPS or Keystone to claim an exemption from taxes or impositions by reason of the

Stadium Premises being situated in whole or in part in a Keystone Opportunity Zone.

(f) The parties do not intend to create, and nothing contained III this

Agreement shall be construed as creating, a joint venture arrangement or partnership between or

among the City, FC Stadium, PPS and Keystone.

(g) Nothing in this Agreement expressed or implied, is intended or shall be

construed to confer upon or give to any person, firm, corporation or legal entity, other than the

parties, any rights, remedies, or other benefits under or by reason of this Agreement.

(h) This Agreement may be executed simultaneously in multiple counterparts,

each of which shall be deemed an original, but all of which when delivered, taken together, shall

constitute but one and the same instrument.

9
 (i) Time is of the essence in the perfonnance of the payment obligations

under this Agreement.

G) The headings of the sections of this Agreement are for convenience of

reference only and do not in any way define, limit, describe or amplify the provisions of this

Agreement or the scope or intent of the provisions.

(k) The terms and provisions of this Agreement, and the respective rights and

obligations hereunder of the parties hereto, shall be binding upon, and inure to the benefit of, the

parties' respective permitted successors and assigns.

[THE BALANCE OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

10
 IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have

caused these presents to be executed as of the date first above written.

CITY OF CHESTER,
Delaware County, Pennsylvania

By: _
Name: Wendell N. Butler, Jr.
Title: Mayor

(Seal) Attest: ---------------

Name: Sara Bingnear
Title: City Clerk

FC PENNSYLVANIA STADIUM LLC

By: _
Name: _
Title: _

PENNSYLVANIA PROFESSIONAL SOCCER,

LLC

By: _
Name: _
Title: - - - - - - - - - - - - - -

KEYSTONE SPORTS AND ENTERTAINMENT

LLC

By: _
Name: _
Title: _

11
 Schedule 1

PILOT PAYMENTS

Amount

June 30, 2010 $500,000

June 30, 2011 500,000
June 30, 2012 500,000
June 30, 2013 500,000
June 30, 2014 500,000
June 30, 2015 150,000
June 30, 2016 150,000
June 30, 2017 150,000
June 30, 2018 150,000
June 30, 2019 150,000
June 30, 2020 150,000
June 30, 2021 150,000
June 30, 2022 150,000
June 30, 2023 150,000
June 30, 2024 150,000
June 30, 2025 150,000
June 30, 2026 150,000
June 30, 2027 150,000
June 30, 2028 150,000
June 30, 2029 150,000
June 30, 2030 150,000
June 30, 2031 150,000
June 30, 2032 150,000
June 30, 2033 150,000
June 30, 2034 150,000
June 30, 2035 150,000
June 30, 2036 150,000
June 30, 2037 150,000
June 30, 2038 150,000
June 30, 2039 150,000
June 30, 2040 150,000
 NON-RELOCATION AGREEMENT

by and among

FC PENNSYLVANIA STADIUM LLC

a Delaware limited liability company

PENNSYLVANIA PROFESSIONAL SOCCER, LLC

a Delaware limited liability company

KEYSTONE SPORTS AND ENTERTAINMENT, LLC

a Delaware limited liability company

and the

DELAWARE COUNTY CHESTER WATERFRONT IJ\IDUSTRIAL

DEVELOPMENT AUTHORITY
a body corporate and politic of the Commonwealth of Pennsylvania

Chester Soccer Stadium

Chester, Pennsylvania

Dated as of February 18,2009

PHL:5884625.5/FCPOOI-247606
 NON-RELOCATION AGREEMENT

THIS NON-RELOCATION AGREEMENT (this "Agreement"), dated for reference

purposes February 18,2009 is made by and among FC PENNSYLVANIA STADIUM LLC, a
Delaware limited liability company ("FCP"), PENNSYLVANIA PROFESSIONAL SOCCER,
LLC, a Delaware limited liability company ("PPS"), and KEYSTONE SPORTS AND
ENTERTAINMENT, LLC, a Delaware limited liability company ("Keystone"), for the benefit
of DELAWARE COUNTY CHESTER WATERFRONT INDUSTRIAL DEVELOPMENT
AUTHORITY, a body corporate and politic of the Commonwealth of Pennsylvania (the
"Authority"). Initially capitalized terms not otherwise defined in this Agreement shall have the
meanings given to them in the Lease (as hereinafter defined).

THIS AGREEMENT is made with reference to the following facts and circumstances:

A. Major League Soccer, L.L.C. ("MLS") operates a Division I men's outdoor

soccer team.

B. FCP has entered into a Lease and Development Agreement (the "Lease") with the
Authority, pursuant to which FCP shall lease certain property from the Authority more
particularly described in the Lease (the "Stadium Land") and shall construct on the Stadium
Land improvements consisting of, inter alia, a Stadium, Tenant Parking Area, Retail Area,
Riverwalk Plaza Area and Private Tenant Parking Area, all as more particularly described in the
Lease (collectively, the "Stadium Improvements"). The Stadium Land, together with the
Stadium Improvements, are referred to herein as the "Stadium Premises".

C. PPS, an affiliate of FCP, has the right, subject to the satisfaction of certain
obligations and conditions, to enter into an MLS operating agreement (the "Operating
Agreement") with MLS which would permit it to operate a Major League Soccer team (the
"Team") within a geographical area which includes the City of Chester, Pennsylvania (the
"City").

D. Keystone is the sole member of both PPS and FCP.

E. Except as otherwise set forth below, FCP, PPS and Keystone have agreed that the
Team will play its Team Home Games (as defined in the Lease) in the Stadium following
substantial completion of construction of the Stadium by FCP.

F. The presence and conduct of a Major League Soccer team in the City benefits the
health, safety and general welfare and economic development, stability and prosperity of the
residents of the City and of the County of Delaware, Pennsylvania (the "County") and keeps the
City, County and Commonwealth of Pennsylvania (the "Commonwealth") competitive and
viable in terms of tourism and convention business, provides recreational and other opportunities
for citizens of the City, the County and the Commonwealth, and generally serves as a valuable
asset to the City, the County and the Commonwealth and its citizens, merchants, business
interests and sports fans. The Authority is the owner of the Stadium and the County has issued
or will issue bonds and has contributed the net proceeds of such bonds and other funds of the
County in the total amount of $30,000,000 (whether bond proceeds or other funds of the County,
the "County Bonds"), which shall be granted to the Authority pursuant to that certain Grant

PHL:5971579.2/FCPOOl-247606
Agreement dated as of February 18, 2009 (the "Grant Agreement") between the County and the
Authority to be applied toward Eligible Costs, as such term is defined in the Grant Agreement, of
acquiring, constructing and equipping the Stadium Premises. In addition, the Commonwealth,
through one or more instrumentalities, has made or has agreed to make available grants and loans
in an amount of $45,000,000 to be applied toward certain costs of constructing and developing
the Stadium Premises ("Commonwealth Funds"). The Commonwealth Funds and County Bonds
are sometimes jointly referred to as "Funds".

G. As an essential inducement for the Authority to approve the transactions

contemplated by this Agreement and the Lease, FCP, PPS and Keystone have agreed, on the
terms and conditions more particularly set forth below, to enter into this Agreement to assure the
Authority that substantially all of the Team Home Games will be played at the Stadium during
the Non-Relocation Term (as defined below).

ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, intending to be legally bound, the parties hereby agree as
follows:

1. Covenant Not to Relocate.

1.1 Agreements. FCP, PPS and Keystone acknowledge and agree that, in the
absence of this Agreement, the Authority, the City and the County would not be willing to
approve the transactions that this Agreement and the Lease contemplate. Accordingly, in order
to induce the Authority, the City and the County to approve the transactions that this Agreement
and the Lease contemplate, FCP, PPS and Keystone hereby irrevocably covenant and agree with
the Authority as follows, subject to the provisions of Section 1.2:

(a) No Relocation for Non-Relocation Term. For the duration of the

Non-Relocation Term, FCP, PPS and Keystone shall cause the Team to play all of its Team
Home Games at the Stadium except as expressly provided in Section 1.2 below. The term of
such covenant (the "Non-Relocation Term") shall begin on the Secondary Term Commencement
Date (as defined in the Lease) and shall continue in full force and effect through the expiration of
the Secondary Term (and any Renewal Term, if applicable) subject to earlier termination as
provided in Sections 1.2(f), l.2(g) or l.2(h) below. In the event that FCP, PPS or Keystone
breach this Section l.ICa), FCP, PPS and Keystone will be liable for the amount then necessary
to repay or fully defease the bonds and other funds comprising the County Bonds, together with
all costs, including reasonable legal fees actually incurred in connection with such repayment or
defeasance.

(b) No Contract or Application to Relocate. During the Non-

Relocation Term, FCP, PPS and Keystone shall not enter into any contract or other agreement of
any kind or submit or consent to any application for approval to transfer the Team outside of the
City or to a location other than the Stadium, or which would result in such a transfer, where such
transfer would occur any time during the Non-Relocation Term. The provisions of this Section
shall not apply, however, to the administrative offices of the Team, which are governed by the
Lease. In the event that FCP, PPS or Keystone breach this Section l.ICb), FCP, PPS and
Keystone will be liable for the amount then necessary to repay or fully defease the bonds and

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other funds comprising the County Bonds, together with all costs, including reasonable legal fees
actually incurred in connection with such repayment or defeasance.

1.2 Limited Exceptions. The covenants ofFCP, PPS and Keystone set forth in
Section 1.1 shall be subject solely to the exceptions listed in this Section 1.2. If FCP, PPS and
Keystone elect to terminate this Agreement pursuant to subsections (f), (g) or (h) of this Section
1.2, (i) this Agreement shall become null and void and (ii) the parties shall no longer have any
obligation hereunder (other than the payment of any amounts owed in connection with such
termination), including any obligation for the Team to play its Team Home Games at the
Stadium Premises. For avoidance of doubt, upon any valid termination or expiration of the Non-
Relocation Term, the Team shall be free to play its Team Home Games at any location other than
the Stadium Premises.

(a) Major Damage and Destruction of the Stadium. In the event the
Stadium becomes untenantable during the Non-Relocation Term due to damage or destruction
and FCP has an obligation to repair or rebuild the Stadium under the Lease, then the Team may
relocate only for the duration of the period in which the Stadium remains untenantable.

(b) Condemnation. In the event the Stadium becomes untenantable

during the Non-Relocation Term due to a condemnation, including, without limitation, a
temporary taking, and FCP has an obligation to restore under the Lease, then the Team may
relocate only for the duration of the period in which the Stadium remains untenantable.

(c) Team Home Games. The Team shall have the right to play no
more than two (2) Team Home Games (as defined in the Lease) per Lease Year (as defined in the
Lease) at a location other than the Stadium Premises. For the avoidance of doubt, Team Home
Games do not include any exhibition or tournament games played by the Team.

(d) Post-Season Games. The Team may play any post-season games
at a location other than the Stadium if so scheduled by MLS.

(e) Delay of Commencement. The Team may play its Team Home
Games at locations other than the Stadium until the earlier of: (A) the date the City issues a
Certificate of Completion for the Stadium or (B) the date on which the Team plays its first Team
Home Game in the Stadium.

(f) Termination of Agreement. FCP, PPS and Keystone shall have the
right, upon not less than thirty (30) days advance written notice to the Authority, to terminate this
Agreement and the Lease if: MLS ceases to do business and is not replaced by a successor
league, and FCP, PPS and Keystone pay the amount then necessary to repay or fully defease the
sums comprising the County Bonds, together with all costs, including reasonable legal fees,
actually incurred in connection with such repayment or defeasance.

(g) Termination With Payment after Ten Years. Once the Team has
been a Member of MLS for ten (10) years, FCP, PPS and Keystone may terminate this
Agreement and the Lease if, regardless of attendance levels, FCP pays the amount required to
repay or fully defease the sums comprising the County Bonds, together with all costs, including
reasonable legal fees, actually incurred in connection with such repayment or defeasance.

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 (h) Termination Due to Inadequate Attendance. Once the Team has
been a Member ofMLS for ten (10) years (using year 9 of Team playas the first year in which
the attendance is measured for this purpose), FCP, PPS and Keystone may terminate this
Agreement if (i) the average paid attendance for Team Home Games at the Stadium Premises is
in the lowest twenty-five percent (25%) of all MLS teams for two (2) consecutive years, and (ii)
FCP pays the Authority the sum of Ten Million Dollars ($10,000,000), payable in equal annual
installments over a period of five (5) years. Such payments will commence on December 31 of
the first year in which PPS plays its Home Team Games in a stadium other than the Stadium and
continue to be made on December 31 of each successive four (4) years.

(i) Any termination notice given under Section 1.2(h) above

shall include a sworn affidavit by a chief executive officer of the Team setting forth the average
Paid Attendance for Team Home Games during the years in question and evidence reasonably
satisfactory to the Authority of attendance levels for all MLS teams. The Authority shall have
the right to review the books and records of the Team to verify ticket sale and attendance
information; provided, however, that such information shall be provided in a manner and in
accordance with confidentiality agreements that preserve the confidentiality of such information.

(ii) For the purposes of this Section l.2(h), "Paid Attendance"

shall mean the total number of tickets sold for an event as reflected in the seating manifest
maintained by the ticketing agent for such event, whether or not the ticket holder attends the
event. Paid Attendance shall include tickets sold as part of a suite or club seat license, group sale
tickets, and tickets sold as part of season ticket packages or other special promotion packages,
whether or not the tickets are used for entry to an event. Paid Attendance shall not include
complimentary, sponsor-comps and non-revenue tickets, VIP passes or special access tickets.

1.3 Transfer or Pledge of Interest in Team. Notwithstanding anything to the

contrary contained in this Agreement:

(a) Transfer. The Authority, the City and the County understand and
agree that PPS shall have the right to sell, assign, or otherwise transfer (collectively, a
"Transfer") the operating rights to the Team or any interest in PPS to any successor owner,
investor or operator that is approved by MLS; provided that any successor to the operating rights
to the Team delivers to the Authority, the City and the County a written assumption agreement,
in form and substance reasonably acceptable to the Authority, whereby such successor assumes
all of the obligations of PPS under this Agreement and agrees to be bound by and subject to the
terms of this Agreement.

(b) Pledge. Subject to the Operating Agreement and League Rules,

the Authority, the City and the County understand and agree that PPS shall have the right to
grant a security interest in its right to operate the Team, its interest in the Operating Agreement
and any of its other assets to obtain financing from one or more lenders; provided, however, that
each such lender agrees expressly to be subject to and bound by the provisions of this Agreement
and that such lender may not foreclose on or take over PPS' operating rights to the Team or
PPS's interest in the Operating Agreement unless such lender, at the time it takes over such
interest in the Team, becomes a successor owner in accordance with the transfer provisions of
subsection 1.3 (a).

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 2. Survivability. If there is a bankruptcy, reorganization, liquidation,
conservatorship, receivership, insolvency or relief of any type or under any such type of laws,
and FCP or PPS reform or begin again as a new entity or an affiliate shall commence operations
as a professional soccer league team or operator, then the provisions of this Agreement shall
apply to and bind such reformed or replacement entity or affiliate and such entity will comply
with all of the terms and provisions of this Agreement for the duration of the Non-Relocation
Term.

3. Term. The term of this Agreement shall be coterminous with the Non-Relocation
Term as defined in Section 1. 1(a) hereof.

4. Remedies of the Authority; Availability of Specific Performance. FCP, PPS and

Keystone acknowledge and agree that the breach by FCP, PPS and Keystone of any of the
covenants contained in Section 1.1 hereof will cause the Authority, the City and the County
irreparable injury and that no adequate legal remedy is or will be available to compensate the
Authority, the City and the County for such injury. Thus, FCP, PPS and Keystone agree that, in
the event of any such breach by FCP, PPS and Keystone, the Authority, the City and the County
shall be entitled to seek injunctive and other equitable relief to prevent a breach by FCP, PPS and
Keystone of the covenants contained herein, in addition to any other remedy available at law and
in equity, and any and all other remedies set forth herein.

5. Representations and Warranties.

FCP, PPS and Keystone each, as to itself only, represents, warrants and covenants as
follows, as of the date hereof:

5.1 Valid Existence; Good Standing. FCP is a limited liability company duly
organized and validly existing under the laws of the State of Delaware. PPS is a limited liability
company duly organized and validly existing under the laws of the State of Delaware. Keystone
is a limited liability company duly organized and validly existing under the laws of the State of
Delaware. FCP, PPS and Keystone each has all requisite power and authority to own its property
and conduct its business as presently conducted. FCP, PPS and Keystone have made all filings
and is in good standing in the jurisdiction of its organization, and in each jurisdiction in which
the character of the property it owns or the nature of the business it transacts makes such filings
necessary or where the failure to make such filings could have a material, adverse effect on the
business, operations, assets or condition of FCP, PPS or Keystone.

5.2 Authority. Subject to Section 5.5, FCP, PPS and Keystone have all
requisite power and authority to execute and deliver this Agreement and to carry out and perform
all of the terms and covenants of this Agreement.

5.3 No Limitation on Ability to Perform. Neither FCP's limited liability

company agreement nor any rule, policy, constitution, nor any other agreement, law or other rule
(except as provided herein) in any way prohibits, limits or otherwise affects the right or power of
FCP to enter into and perform all of the terms and covenants of this Agreement. There are no
pending or threatened suits or proceedings affecting FCP before any court, governmental
authority, or arbitrator which might materially adversely affect the enforceability of this

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Agreement or the business, operations, assets or condition ofFCP. Neither PPS's limited liability
company agreement nor any rule, policy, constitution, nor any other agreement, law or other rule
(except as provided herein) in any way prohibits, limits or otherwise affects the right or power of
PPS to enter into and perform all of the terms and covenants of this Agreement. There are no
pending or threatened suits or proceedings affecting PPS before any court, governmental
authority, or arbitrator which might materially adversely affect the enforceability of this
Agreement or the business, operations, assets or condition of PPS. Neither Keystone's limited
liability company agreement nor any rule, policy, constitution, nor any other agreement, law or
other rule (except as provided herein) in any way prohibits, limits or otherwise affects the right
or power of Keystone to enter into and perform all of the terms and covenants of this Agreement.
There are no pending or threatened suits or proceedings affecting Keystone before any court,
governmental authority, or arbitrator which might materially adversely affect the enforceability
of this Agreement or the business, operations, assets or condition of Keystone.

5.4 Consents. The parties acknowledge that the Lease requires the approval of
MLS, which will be obtained upon the full execution of this Agreement and the Lease. No other
consent, authorization or approval of, or other action by, and no notice to or filing with, any
governmental authority, regulatory body or any person is required for the due execution, delivery
and performance by FCP, PPS or Keystone of this Agreement or any of the terms and covenants
contained herein. If the Lease is not approved by MLS within seven (7) business days of
execution by FCP, PPS, Keystone and Authority, this Agreement and the Lease shall be
terminable by any Party until the Lease has been approved by MLS.

5.5 Valid Execution. The execution and delivery of this Agreement by FCP,
PPS and Keystone has been duly and validly authorized by all necessary action. This Agreement
will be a legal, valid and binding obligation of FCP, PPS and Keystone, enforceable against each
in accordance with its terms.

5.6 Defaults. As of the date hereof, the execution, delivery and performance
of this Agreement (a) do not and will not violate or result in a violation of, contravene or conflict
with, or constitute a default under (i) any agreement (including, without limitation, the
Operating Agreement), document or instrument to which FCP, PPS or Keystone is a party or by
which the Team, may be bound or affected, (ii) any law, statute, ordinance, regulation or soccer
rule and regulation applicable to FCP, PPS or Keystone, or (iii) the articles of incorporation or
by-laws of FCP or PPS, and (b) do not and will not result in the creation or imposition of any
lien or other encumbrance upon the assets ofFCP, PPS or Keystone.

5.7 Team Ownership. PPS will become a member ofMLS on January 1,2010
and enter into the Operating Agreement in accordance with the terms of the Expansion
Agreement by and among MLS, Soccer United Marketing, LLC and PPS and each of its direct
and indirect owners. MLS has agreed to grant PPS the exclusive rights to operate the Team
under the Operating Agreement to be effective as of January 1, 2010 so long as PPS and its
owners are in compliance with the terms of the Expansion Agreement and the Operating
Agreement. Such rights to be granted to PPS in the Operating Agreement have not been
assigned, pledged or encumbered in any way or to any Person other than to a Leasehold
Mortgagee, as permitted under the Lease.

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 6. Indemnity.

6.1 Indemnification. FCP, PPS and Keystone shall indemnify, defend and
hold the Authority and their officers, directors, commissioners, employees and agents
(collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever (including, without limitation, reasonable
attorneys' fees and reasonable actual costs) that result from any breach by FCP, PPS or Keystone
of any of the representations, warranties or covenants contained in this Agreement. The
Authority shall give prompt notice to the FCP, PPS and Keystone of any claim asserted against it
on the basis of which it intends to seek indemnification as herein provided. FCP, PPS and
Keystone shall have the right to participate in, and, at the FCP, PPS and Keystone's option, to
control any defense, compromise, litigation, settlement or other resolution or disposition of such
claim or litigation.

7. Notices.

7.1 Manner of Delivery. Except as otherwise expressly provided in this

Agreement, all notices, demands, approvals, consents and other formal communications among
the Authority, FCP, PPS and Keystone (each, a "Party" and, collectively, the "Parties") required
or permitted under this Agreement shall be in writing and shall be deemed given and effective (a)
upon the date of receipt, if given by personal delivery on a business day (or the next business day
if delivered personally on a day that is not a business day); (b) if mailed, three (3) business days
after deposit with the u.s. Postal Service for delivery by United States registered or certified
mail, return receipt requested, postage prepaid, to the Authority, FCP, PPS or Keystone at their
respective addresses for notice designated below or (c) if delivered by a nationally recognized
overnight courier service, the next business day after timely delivery to the courier service, next
business day fees prepaid, addressed to the addresses for notice stated below. For convenience
of the Parties, copies of notices may also be given by telefacsimile to the facsimile number set
forth below or such other number as may be provided from time to time by notice given in the
manner required under this Agreement; however, neither Party may give official or binding
notice by telefacsimile. The effective time of a notice shall not be affected by the receipt, prior
to receipt of the original, of a telefacsimile copy of the notice. A notice may be given by a
Party's attorney on behalf of such Party to the other Party.

7.2 Address for Notices. Any notice, consent or approval required or

permitted to be given under this Agreement shall be properly addressed and delivered to the
Parties at the addresses set forth below of at such other addresses as either Party may designate
by written notice given in the manner provided in Section 7.1 above:

To FCP: FC PENNSYLVANIA STADIUM LLC

1105 North Market Street
4th Floor
Wilmington, DE 19801
Attn: Nick Sakiewicz

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 To the Authority: Delaware County Chester Waterfront Industrial
Development Authority
c/o Commerce Center
200 East State Street
Media, PA 19063
Attn: J. Patrick Killian

To PPS:
1105 North Market Street
4th Floor
Wilmington, DE 19801
Attn: Nick Sakiewicz

To Keystone:
11 05 North Market Street
4th Floor
Wilmington, DE 198

or to such other address as a Party may from time to time specify in writing to the other upon
five (5) days prior written notice in the manner provided above.

8. General.

8.1 Successors and Assigns. This Agreement is binding upon and will inure
to the benefit of the parties hereto and their respective permitted successors and assigns. FCP
covenants that it shall not, and shall not permit PPS to, assign or transfer the Operating
Agreement or the Team at any time prior to the expiration of the Non-Relocation Term unless
and until the transferee expressly agrees to be bound by the terms of this Agreement pursuant to
a written agreement delivered to the Authority, the City and the County pursuant to Section 1.3
above.

8.2 Amendments. Except as otherwise provided herein, neither this

Agreement nor any of its terms may be terminated, amended or modified except by a written
instrument executed by the Parties.

8.3 Waivers. No action taken pursuant to this Agreement by either party shall
be deemed to be a waiver by that party of the other party's compliance with any of the provisions
hereof. No waiver by either party of any breach of any provision of this Agreement shall be
construed as a waiver of any subsequent or different breach. No forbearance by either party to
seek a remedy for noncompliance hereunder or breach by the other party shill be construed as a
waiver of any right or remedy with respect to such noncompliance or breach.

8.4 Governing Law; Selection of Forum. The laws of the Commonwealth of

Pennsylvania shall govern the interpretation and enforcement of this Agreement. As part of the
consideration for the Authority'S entering into this Agreement, Team Owner agrees that all
actions or proceedings arising directly or indirectly under this Agreement may, at the sole option
of either of the Authority, be litigated in the State Court of Pennsylvania, and FCP, PPS and

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Keystone expressly consents to the jurisdiction of any such local, state or federal court, and
consents that any service of process in such action or proceeding may be made by personal
service upon FCP, PPS or Keystone wherever such party may then be located.

8.5 Entire Agreement. This Agreement and the Lease supersede all
negotiations or previous agreements between the Parties. No parole evidence of any prior or
other agreement shall be permitted to contradict or vary the terms of this Agreement.

8.6 Interpretation of Agreement.

(a) Captions. Whenever a section, article or paragraph is referenced, it

refers to this Agreement unless otherwise specifically identified. The captions preceding the
articles, sections and sub-sections of this Agreement and in the table of contents have been
inserted for convenience of reference only. Such captions shall not define or limit the scope or
intent of any provision of this Agreement.

(b) Words of Inclusion. The use of the term "including," "such as" or
words of similar import when following any general term, statement or matter shall not be
construed to limit such term, statement or matter to the specific items or matters, whether or not
language of non-limitation is used with reference thereto. Rather, such terms shall be deemed to
refer to all other items or matters that could reasonably fall within the broadest possible scope of
such statement, term or matter.

(c) No Presumption Against Drafter. This Agreement has been

negotiated at arm's length and between Persons sophisticated and knowledgeable in the matters
dealt with herein. In addition, each Party has been represented by experienced and
knowledgeable legal counsel. Accordingly, this Agreement shall be interpreted to achieve the
intents and purposes of the Parties, without any presumption against the Party responsible for
drafting any part of this Agreement.

(d) Costs and Expenses. The Party on which any obligation is

imposed in this Agreement shall be solely responsible for paying all costs and expenses incurred
in the performance of such obligation, unless the provision imposing such obligation specifically
provides to the contrary.

(e) Agreement References. Wherever reference is made to any

provision, term or matter "in this Agreement", "herein" or "hereof' or words of similar import,
the reference shall be deemed to refer to any and all provisions of this Agreement reasonably
related thereto in the context of such reference, unless such reference refers solely to a specific
numbered or lettered Article, section or paragraph of this Agreement or any specific subdivision
of this Agreement.

8.7 Attorneys' Fees. If a Party fails to perform any of its respective

obligations under this Agreement or if any dispute arises between the Parties hereto concerning
the meaning or interpretation of any provision of this Agreement, then the defaulting Party or the
Party not prevailing in such dispute, as the case may be, shall pay the reasonable costs and
expenses incurred by the other Party on account of such default or in enforcing or establishing its
rights under this Agreement, including, without limitation, court costs and reasonable attorneys'

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fees and reasonable actual costs. Any such attorneys' fees and costs incurred by a Party in
enforcing a judgment in its favor under this Agreement shall be recoverable separately from and
in addition to any other amount included in such judgment, and such attorneys' fees and costs
obligation is intended to be severable from the other provisions of this Agreement and to survive
and not be merged into any such judgment.

8.8 Severability. If any provision of this Agreement, or its application to any

Party, person or circumstance, is held invalid by any court, the invalidity or inapplicability of
such provision shall not affect any other provision of this Agreement or the application of such
prevision to any other Party, person or circumstance and the remaining portions of this
Agreement shall continue in full forte and effect, unless enforcement of this Agreement as so
modified by and in response to such invalidation would be grossly inequitable under all of the
circumstances, or would frustrate the: fundamental purposes of this Agreement.

8.9 Recordation of Agreement. The Authority may, at its sole election, cause
this Agreement, or a memorandum hereof to be recorded in the Official Records of the County of
Delaware, Commonwealth of Pennsylvania.

8.10 Counterparts. This Agreement may be executed in counterparts, each of

which is deemed an original, and all such counterparts constitute one and the same instrument.

8.11 Third-Party Beneficiaries. The County and the City shall be third-party
beneficiaries under this Agreement and entitled to enforce all rights granted to Authority
following fifteen (15) business days notice to Authority, FCP, PPS and Keystone. In the exercise
of such rights, the Authority, County and City shall use best efforts to act in a coordinated
manner.

8.12 Defined Terms. Any terms used herein and not otherwise defined shall
have the meaning set forth in the Lease.

(Signature page follows)

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 Signature Page
(Non -Relocation Agreement)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

FCP:

FC PENNSYLVANIA STADIUM LLC

a Delaware limited liability company

By: _
Print Name:- - - - - - - - - - -
Title:. _ - - - - - - - - - - - -

PPS:

PENNSYLVANIA PROFESSIONAL SOCCER,

LLC, a Delaware limited liability company

By:- - - - - - - - - - - - - - - -
Print Name:
-----------
Title:. _ - - - - - - - - - - - -

KEYSTONE:

KEYSTONE SPORTS AND ENTERTAINMENT,

LLC

By: _
Title: _

[Signatures Continued on Next Page]

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 [Signatures Continued from Previous Page]

AUTHORITY:

DELAWARE COUNTY CHESTER

WATERFRONT INDUSTRIAL DEVELOPMENT
AUTHORITY, a body politic and corporate existing
under the laws of the Commonwealth of
Pennsylvania

By: _
Print Name:- - - - - - - - - - -
Title:- - - - - - - - - - - - -

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