West Orange Township_Fourth Round HEFSP_Final Draft

(4) amenity space including a pool, landscaped courtyard and various on grade landscaped park areas, (5) construction and conveyance to the Township of a Public Dog Park as set forth in Article III and Section 4.3 below, (6) construction of Library Improvements as set forth in Section 4.4 below, (7) cause the conveyance to the Township of Lot 41.02, which is and shall remain owned by WOOEP until conveyance to the Township as set forth in Article III below, and (8) construction of all necessary on- and off-site Infrastructure Improvements as set forth in Section 4.6 below, all subject to receipt of Governmental Approvals (the “Project” or “Redevelopment Project”); and WHEREAS, in furtherance of the Redevelopment Plan, the Parties wish to set forth the terms and conditions relating to the design, financing, construction and implementation of the Project upon the Property by the Redeveloper, and to designate the Redeveloper as the redeveloper (as such term is defined in the Redevelopment Law) of the Property on the terms and conditions set forth herein, NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the Parties hereto do hereby covenant and agree, each with the other, as follows: ARTICLE I DEFINITIONS 1.1. Defined Terms. (a) The following terms shall have the meanings ascribed to them in the Recitals above: Agreement or Redevelopment Agreement Exemption Law Party Parties Project or Redevelopment Project Property Redeveloper Redevelopment Area Redevelopment Law Redevelopment Plan Township WOOEP (b) The terms below shall have the following meanings: “2017 Tax Appeals” shall have the meaning ascribed thereto in Section 13.5. “Administrative Agent” shall have the meaning ascribed thereto in Section 4.2(c). “Affiliate” means with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with such Person. “Affordable Units” shall mean those very low, low and moderate income housing units, totaling at least 15% of the total units constructed, required to be constructed within the Project pursuant to Section 4.2 of this Agreement and in accordance with COAH Regulations and UHAC. 2 4839-2360-2911, v. 3