West Orange Township_Fourth Round HEFSP_Final Draft

ency and the Owner in such manner that the instrument may be recorded. No waiver by the Agency in any particular instance of any Event of Default or required performance by the Owner and no course of conduct of the parties or failure by the Agency to enforce or insist upon performance of any of the obligations of the Owner under this Agreement, the Mortgage. or under the other Loan Documents at any time shall preclude enforcement of any of the terms of this Agreement, the Mortgage, the Note, or the other Loan documents thereafter. Any provisions of this Agreement, the Mortgage or other Loan Documents requiring the consent of approval of the Agency for the taking of any action or the omission of any action requires such consent by the Agency in writing signed by a duly authorized officer of the Agency. Any such consent or approval, unless it expressly states otherwise, is limited to the particular action or omission referred to therein and does not apply to subsequent similar actions or omissions. Notice provided for under this Agreement shall be giver in writing signed by a duly authorized officer and any notice required to be given hereunder shall be given by recognized private carrier with acknowledgment of delivery or by confirmed facsimile, with a hard copy sent by 19

certified mail, return-reccipt requested, or by certified or registered mail, postage prepaid, return receipt requested. at the addresses specified below, of at such other addresses as may be specified m writing by the parties hereto. Agency: Exceutive Director New Jersey Housing and Mortgage Finance Agency 637 South Clinton Avenue, CN 18550 Trenton, NJ 08650-2085 Owner: Jewish Services for the Developmentally Disabled of MetroWest, Inc. 270 Pleasant Valley Way West Orange, NJ 07052 Attention: Executive Director All notices shal! be deemed given when received, Section 38. Severability. The invalidity of any part or provision hereof shall not affect the validity, legality and enforceability of the remaining portions hereof, and to this end the provisions of this Agreement shall be severable. Section 39. Successors and Assigns. This Agreement and all rights, duties, obligations and interests arising hereunder shali bind and inure to the benctfit of the partics hereto and their respective heirs, personal representatives. successors and permitted assigns. Section 40. Personal Liability. Notwithstanding any other provision contained in this Agreement, the other loan documents or any other document or instrument executed by the owner in connection herewith or therewith, the Agency agrees, on behalf of itselfand any future holder of the Note, that the liability of the Qwner, any general or limited partner. member or shareholder of the Owner, if applicable, and its respective heirs, representatives, successors and assigns, for the payment of its obligations hereunder and under the other loan documents, including, without limitation, the payment of principal, interest and other charges duc hercunder and thereunder, shail be limited to the collateral pledged under the mortgage and the other loan documents, and that the Agency shall have no right to seek a personal judgment against the Owner, any general or limited partner, member or shareholder of the Owner, if applicable and its respective heirs, representatives, successors and assigns. individually, except to the extent necessary to subject the collateral (including the Project and Land) pledged under the Mortgage and the other joan documents to the satisfaction of the Mortgage debt, and provided, however, that the Agency shall retain the right to exercise any and all remedies granted to it under the Mortgage,

and the other joan documents to the satisfaction of the Mortgage debt, and provided, however, that the Agency shall retain the right to exercise any and all remedies granted to it under the Mortgage, this Agreement and the other loan documents, including without limitation the right to sue for injunctive or other equitable relief, The foregoing limitation of lability shall not apply to any party to the extent such party has committed fraudulent, criminal or other unlawful acts and shall not apply to such amounts due to the Lender pursuant to Sections 10, 11. 12. 15, and 33 of this Agreement. Section 41. Reserved. Section 42. Disclaimer of Warranties, Liability; Indenmification/Defense. a)

A. The Owner acknawledges and agrees that (i} the Agency has not heretofore and does not make any warranty or representation, cither express or implied, as to the value, condition, or fitness for particular purposes of the Project or any portions thercof or any other warranty or representation with respect thereto, (i) in no cvent shail the Agency or its agents or employees be liable or responsible for any incidental, indirect, special or consequential damages in connection with or arising eat of this Agreement or any of the ether Loan Documents or the development of the Project or the existence, functioning or use of the Project or any items or services provided for in this Agreement or the other Loan Documents; and (ii) during the term of this Agreement and the other Loan Documents and to the fullest extent permitted by law. the Owner shall indemnify, defend and hold the Agency harmless against. damage, claims, judgments or expenses of any and all kinds or nature and however arising. imposed by law. which the Owner and the Agency including reasonable aitomeys’ fees and costs. may sustain, be subject to, or be caused to incur by reason of any claim, suit or action based upon personal injury, death or damage to property, whether real, personal or mixed. or upon or arising out of contract entered into by the Owner, or arising out of the Owner's ownership of the Project or out of the construction, rehabilitation, operation or management of the Project. B. It is mutually agreed by the Owner and the Agency that the Agency and its directors, officers, agents. servants and employces shall not be liable for any action performed under this Agreement. and that the Owner shail hold them harmicss from any claim or suit of whatever nature. C. Any claims asserted against the Agency shall be subjicct to the New Jersey Contractual Liability Act, N.LS.A. 59:13-1, et seq. While this statute may not be applicable by its tenns to claims arising under contracts with the Agency, the Owner agrees that it shall be applicable to any clams arising under the Loan Documents. it is acknowledged by the parties that the Agency is a public entity covered by the provisions of the New Jersey Tort Claims Act, N.LS,A. 59:1-1, et seq. Section 43. Recording. This Agrecment shall be duly recorded in the Office of the Clerk for the county in which the Land is located within ten (10) days

ersey Tort Claims Act, N.LS,A. 59:1-1, et seq. Section 43. Recording. This Agrecment shall be duly recorded in the Office of the Clerk for the county in which the Land is located within ten (10) days following its execution. Section 44, Governing Law. This Agreement shall be governed by the laws of the State of New Jersey. The parties agree that any cause of action that may arise under this Agreement or the Loan Documents shail have jurisdiction and venue only in the Courts of the State of New Jersey in and for the County of Mercer. Section 45. Equal Opportunity and Non-Discrimination. The Owner covenants and agrees that it will comply with the Agency guidelines with respect to equal opportunity and non- discrimination in its purchase of goods and services for the operation and maintenance of the Project throughout the term of this Agreement

Section 46. Counterparts ‘This Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument. and each of which shall be deemed to be an original. A fax copy of a signature on this Agrcement shall have the same effect as an original provided that an original 1s reecived by the other party hereto within two business days thereafier. Section 47. Investment Funding. ‘The Owner agrees to make an investment in the Project and Land in an amount which is not less than 20% of the total Project cost as determined by the Agency pursuant to the Act and the Program. In the event the principal sum set forth in the Agency Financing that is advanced to the Owner is determined by the Agency to exceed 80% of the total Project cost, the Owner shall reimburse the Agency an amount that would reduce the Agency Financing to 80% of the total Project cost. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WITNESS-ATTEST GWNER: JEWISH SERVICES FOR THE DEVELOPMENTALLY DISABLED OF METROWEST, INC. By: Michael Miller Vice President LENDER: NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY By: . Leslie S. ne le Chief of Legal and Regulatory Affairs This Agreesfient is approved as to form: ATTORNEY GENERAL OF NEW JERSEY Depaity Attomey General

- CORPORATE ACKNOWLEDGMENT STATE OF NEW JERSEY ) ) SS: COUNTY OF MERCER} BE iT REMEMBERED, thal on this 25" day of August, 2010, before me, the subseriber, a Notary Public of New Jersey, personally appeared Joel Daner, who. being by me duly sworn on his oath, acknowledges and makes proof to my satisfaction that JEWISH SERVICE FOR THE DEVELOPMENTALLY DISABLED OF METROWEST, INC. is the entity named in the within instrument: that Michael Miller is the Vice President of said non-profit corporation: that the execution, as well as the making of this Instrument, has been duly authorized by a proper resolution of the members of the said non-profit corporation, and that the seal affixed to said Instrument is the proper seal and was thereto affixed and said Instrument signed and delivered by said members of the non-profit corporation as and for the voluntary act and deed of said non-protit corperation, in the presence of deponent. who there upon subscribed his name thereto as attesting witness. Swom to and subscribed before me on thy date aforesaid. 23

STATE OF NEW JERSEY, COUNTY OF MERCER SS: I CERTIFY that an August 25, 2010, Leslie S, Lefkowitz personally came before me, a Notary Public of the State of New Jerscy. and acknowledged under oath to my satisfaction that a} he ts the Chief of Legal and Regulatory Affairs of NEW JERSEY HOLSING AND MORTGAGE FINANCE AGENCY, the Agency named in this document. and b) he executed and delivered this document as the voluntary act of the Agency. duly authorized by a proper resglution of its members, gn behalf of the Agency. HEE i Sa tf jotary Public of New Jersey “My Commission Expires: _H ZO QOpe WANA Lou Revised for SMEUTE Feb: 2006 Spe 24

SCHEDULE 4 . PROPERTY DESCRIPTION sts Charen, Alithat cc Loi. piece of parcel of land. 6 ith the binldinys and smprove f . Sate a vrected. suuate. img and being mn the Township of West Orange. ¢ ounty of New Jersey Being olf that certain real property subject to the provisions of the State wh New Jerses Condominsum Act. NSA 4G°8B-) et seq. its amendments and supplements and emusic, Isang and being in the Township of West Crange. County of Essex. State of New Jersey. more 260 siiuaie ip Briar Hyll Vilas, 8 New Jerses Condepmum. 7-472 percent undivided interest in the Common Hements of sid Conderijniun app Henant to the aforesaid Uinst. in accordance with and subycer to the terms. bamtaiions. © DMs. CAVERNS. FENIFICUONS, CASCMENS. agreements and other provisions sei fart an the Master Deed for Bras Uill Villas. dated August 22. 1978. recorded Seprember £4, 1979 nthe hssex Counts Reysster's Office 1p Deed Book 4618 pare 281. and ans toriher parucularly described as Ui winendments therela NOTE FOR INFORMATIONAL, PERPOSES ONLY: Being knewn and Gesignated as Lot S$ CfuGit, Biuek foo 1S on the Tax Map in the ]ownship of West (rang besos, Sate ot New forsee

.RECORDING INFORMATION SHEET ESSEX COUNTY REGISTER'S OFFICE HALL OF RECORDS , ROOM 130) 465 MARTIN LUTHER KING Jr. Blvd| NEWARK NJ 07102) INSTRUMENT NUMBER: DOCUMENT TYPE : 8110483 DEED Official Use Only Return Address (for recorded documents) KUSCHNER, JEFFREY R CAROLE A. GRAVES, REGISTER ATTORNEY AT LAW ESSEX COUNTY, NJ INSTRUMENT NUMBER 180 GLENRIDGE AVENUE 8110483 RECORDED ON MONTCLAIR NJ 07042 December 17,2008 11:39 am BOOK:12170 PAGE:8657 No, OF Pages fexcluding Summary Sheet) 5 u Recording Fee (excluding Transfer Tax} $80.00 Realty Transfer Tax $0.00 Amount Charged (Check # 3166) $80.00 Municipality “WEST ORANGE CONSIDERATION (E) $1.00 Parcel Information :..| Block 159.06 MAIL COPY Lot 38 NO COPY ENVELOPE First Party Name PROJECT LIVE INC Second Party Name PROJECT LIVE INC Additional Information (Official Use Only) ADDITIONAL STAMPINGS IS. PAGE. IERIE EI IIIT II IIT seneeneenmnaesensnnienticnts 8" DO NOT REMOVE THE COVER SHEET (DOCUMENT SUMMARY FORM) IS PART OF ESSEX COUNTY FILING RECORD exkeeeeH RRR RAARER RETAIN THIS PAGE FOR FUTURE REFERENCE.* AIH RI IO IIE