Draft_October 2025_West Orange_HEFSP_with Appendices

by the Agency: "Construction Period” means the period of time 4s required to substantially complete the construction of the Project. The Project Construction Period is estimated to be three (3) months from the date of execution of this Agreement, if applicable. “Day” or "Days," whether or not the word is a capitalized term, shall mean calendar day or day{s} untess otherwise specified. "DDD" means the New Jersey Department of Human Services. Division of Developmental Disabilities, or its successors and assigns, if applicable. "DMS" means the New Jersey Departnent of Human Services, Division of Mental Health Services, or its successors or assigns, if applicable. . “Environmental Laws" shail mean and include arly federal, State, or local statute, law. ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing lability or standards of conduct concerning any hazardous. toxic, or dangerous waste, substance, clement, compound, mixture or material, as now or at any time hereafter in effect including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended, 42 U.S.C. Sections 9601 ct seq., the edcral Hazardous Materials Transportation Act, as amended 42 U.S Sections 180] et ség. ‘the Péderal Resource Conservation and Recovery Act as amended, 42 U.S.C. Sections 6901 ét séq3 the Superfund Amendments and Reauthorization Act, 42 U.S.C. Sections 9601 et seq., the Federal‘ oxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., the Federal Hazardous Material Transportation Act. 49 U.S.C. Sections 1801 et seq., the Federal Clean Air Act, 42 U.S.C. Sections 7401 et seq., the Federal Water Paltution Control Act. 33 U.S.C. Sections 1251 et seq., the Rivers and Harbors Act of 1899, 33 U.S.C. Sections 401 et seq., the Residential Lead- Based Paint biazard Reduction Act of 1992, 42 U.S.C. Section 4852d, the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A. £3:1K-6 et seq., the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ct seq., the Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11 et seq., the New Jersey Tank Registration Act. N.J.S.A. 58:10A-21 et seq., tle NewYersey Water Pollution Control Act, as amended, N.J.S.A. 58:10A-+1 et seq., and all rules and regufations adopted and publications promulgated thereto, or any

n Act. N.J.S.A. 58:10A-21 et seq., tle NewYersey Water Pollution Control Act, as amended, N.J.S.A. 58:10A-+1 et seq., and all rules and regufations adopted and publications promulgated thereto, or any other so- called "Superfund” of "Superlien" laws, or any other federal. State or local environmental law, ordinance, code, rile. or regulation, order or decree as any of the foregoing have been, or are hereafter amended. “Environmental Report" means the Phase | Environmental Site Assessment prepared by Salem Environmental LLC dated August 11, 2009. “Event of Default" means any of the cvents set forth in Section 31 of this Agrecment. “Hazardous Materials" shall mean and include those clements, materials, compounds, mixtures or substances that are contained in any list of hazardous substances adopted by the United States Environmental Protection Agency (the "EPA”} or any list of toxic pollutants designated by Congress, the EPA, or the New Jersey Department of Environmental Protection (“NIDEP"), or that 3

are detined as hazardous, toxic, pollutant, infectious, flammable or radioactive by any of the Environmental Laws, and, whether or not included in such lists, shall be deemed to include all products or substances containing petroleum, asbestos, lead, and polychlorinated biphenyls. “HUD" means the United States Department of Housing and Urban Development. "Improvements" means the building together with all fixtures and utility improvements, easernents and rights of way that are owned by the Owner and located on the Land. "IRS Regulations” means the regulations promulgated or proposed by the United States Department of the Treasury or the Internal Revenue Service pursuant to fhe Code, and to the extent applicable, pursuant to the Intemal Revenue Code of 1954, as both may be amended from time to time, cluding all rules, rulings, policies, and official statements issued by the United States Department of the Treasury or the Internal Revenue Service. . ‘oe "Land" means the real property described in Exhibit A.attached hereto, on which the Project is located. “ : "Loan Documents" incans and includes this Agreement. the Martgage Note, the Mortgage and Security Agreement, the UCC-| Financing Statement, and Assignment of Leases. “Loan” means the Mortgage Loan or Second Mortgage Loan, "Low Income" means a gross‘annual houschold income equal to 50% or less of the median gross annuai household income tor the same size within the relevant housing region. "Mortgage" or “Second Mertgage" means the mortgage of cven date herewith that constitutes a second lien oa a fee. simple interest in the Project and Land, given by the Owner te the Agency to secure the Mortgage Loan. "Mortgage Loan" or "Second Mortgage Loan” means the loan made to the Owner by the Agency lo finance a portion of the cost of the development and/or rehabilitation of the Project that will be located on the real property described in Exhibit A attached hereto, as evidenced by the Mortgage Note-and secured by the Mortgage. \ "Mortgage Note” or Note” or "Second Mortgage Note" means the interest bearing non- recourse promissory note that contains the promise of the Owner to pay the sum of money stated therein at the times stated therein and that evidences the obligation of the Owner to repay the Mortgage Loan. "Permitted Encumbrances" means any w Utility, access and other easements and nights of way,

rein at the times stated therein and that evidences the obligation of the Owner to repay the Mortgage Loan. "Permitted Encumbrances" means any w Utility, access and other easements and nights of way, restrictions and exceptions that do not, individually or in the aggregate, materially impair the utility or value of the Project or Land for the purposes for which it is intended:

(1). Liens that are being contested in good faith and for which the Owner has provided security satisfactory to the Agency: (ii) Liens subordinate to the Mortgage Loan arising due to any monies loaned in connection with the Project or other monies loaned to the Owner, provided such liens are disclosed to and approved by the Agency in writing; and {iv) Any other encumbrances approved by the Agency in writing. “Plans” means all construction. Architect's and design contracts and all Architect's design plans and specifications. “Program” micans the Spectal Needs Housing Trust Fund pursuant to the Special Needs Housing Trust Fund Act, P.L. 2005, c.163 SN "Program Guidelines" means the guidelines promulgated by the Agency pursuant lo the Program and any policies or procedures issued by the Agency with respect to the housing projects financed by the Agency, all of the foregoing as they may be amended from time to time. "Project" means the Improvements located on the Land that together with the Land is financed, in part, with the proceeds of the Loan. , Project Construction Period" meansthe-period of time required to substantially complete construction of the Project. The Project Gonstruction Period is estimated to be three (3) months from the date of execution of this Agreement. “Regulations” means the “regulations promulgated or proposed by the United States Department ot Housing and Urban Development. “Rehabilitation Period means the period of time as required to substantially complete the rehabilitation of the Project. The Project Rehabilitation Period is estimated to be three (3) months from the date of execution of this Agreement. if applicable. N "Repair and Replacement Reserve" means the escrow account established pursuant to Section 2] of this Agreement. “Servicing Fee" if applicable, means the servicing fee that is due from the Owner to the Agency as set forth in the Mortgage Note. “Special Needs Project Escrow" means the escrow account established pursuant to Section 21 of this Agreement. “State" means the State of New Jersey. "Tax Credits" means low income housing tax credits that the Project may receive pursuant lo the Code.

"Fhird Mortgage Loan” means the loan in the principal amount of $77,787 of even date herewith, made to the Owner by the Agency from the New Jersey Community Housing Program that constitutes a valid third lien on the Project and Land. “CCC-1I" means the UCC-1 Financing Statement(s} of even date herewith. Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the piural number, and vice-versa, when appropriate. This Agreement and alf the terms and provisions thereof shall be construed to effectuate the purposcs sct forth herein and to sustain the validity hereof. The titles and headings of the sections of this Agreement have.been inserted for convenience of reference only, and are not to be considered a part hereof and-shall not in any way modily or restrict any of the terms or provisions hercof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if apy question of intent shall arse. Section 2. Background and Purpose. The Owner proposes to acquire or owns the Land, construct, and operate a Project to be located on the Land, The Project will carry a constuction and permanent loan of Two Hundred Thirty-Nine Thousand Nine Hundred Twenty-Two Dollars ($239,922) at an interest rate of zero percent per annum during the mortgage term of thirty (30) years. To oblain tinancing for the Project, the Owner has applied to the Agency for the Agency Financing pursuant to the provisions of the Program. The Agency will hold a second mortgage lien on the Project during the tenn of the Mortgage Loan. Financing for the Project is derived in part from the Agency's Program funds, and, in.addition to the Second Mortgage loan, the Owner has obtained and the Agency has approved funding for the Project as follows: (a) The Agency is providing a Third Mortgage Loan to the project in the principal amount of $77,787 of even,date herewith; and {b) The Owner received a loan from the C ounty of Essex from their HOME Program in the amount of $270,213. In connection with the Mortgage, the Owner and the Agency have entered into this Agreement, In connection with its application for the Loan, the Owner has furnished to the

in the amount of $270,213. In connection with the Mortgage, the Owner and the Agency have entered into this Agreement, In connection with its application for the Loan, the Owner has furnished to the Agency various details as to the Project, including the description of Land on which it is to be situated, plans and specifications tor the construction/rehabilitation of the Project, the tenant population that shall be housed in the Project, the number of units of cach type to be included therein, the estimated costs of providing the Project. details as to the Project income and expenses of the Project once constructed and/or rehabilitated and placed in upcration and arrangements for any tax abatement for the Project.

Section 3. -Residcatial Rental Property. The Owner hereby represents. covenants. warrants and agrees that: {a} The proposed project is located in the Township of West Orange in the County of Essex, in a residential neighborhood. The project involves the acquisition and renovation of a three- bedroom condominium home. (b) The Project is to be utilized at all times in accordance with the types of us¢ as permitted by the Act and the Program and as may be approved by the Agency. The Project shall be subject to use and occupancy and/or lease agreements between the Owner and the residents. Section 4. Low Income Tenants. ‘The Owner hereby represents.. warrants and covenants that ail of the units shail be occupied or availabie for occupancy by Low Ingome Tenants fora period of thirty (30) years from the date hereof. sNe Section 5, Additional Representations, Covenants and Warranties of the Owner. The Owner represents, warrants and covenants that: ny (a) The Owner (2) is a_ non-prolit corporation, duly organized, validly existing and in good standing under the laws of the State and duly authorized to transact business in the State; (i) has filed with the Agency a true and complete copy.of its Certificate of Incorporation with all amendments. if any, thereto; (iii) has the power and authority to own or lease its properties and asscts. including the Project and the Land, and to carry on its business as now being conducted (and as now contemplated), and to borrow the proceeds of the Loans; and (iii) has the power to execute and perform all the undertakings of this Agreement and the other [.oan Documents. (b) All necessary legal action has been taken te authorize the execution, delivery and performance of the Loan Documents by the Owner. (c) The Loan Docuynents have been duly executed and delivered by the Owner and constitute the valid and legally binding obligations of the Owner, enforceable against the Owner in accordance with their respective terms. ° (d) To the best of the Owner's knowledge after due and diligent inquiry, the execution and performance of this Agrcement, the Loan Documents and other instruments required pursuant to this Agreement by the Owner, {i} will not violate or, as applicable, have not violated, any provision of law, rule or regulations, any order of any court or other agency or government or any provision of any document to which the

{i} will not violate or, as applicable, have not violated, any provision of law, rule or regulations, any order of any court or other agency or government or any provision of any document to which the Owner is a party, and (ti) will not violate or, as applicable, have not violated, any provision of any indenture, agreement or other instrument to which the Owner is a party, or result in the creation or imposition of any lien, charge or encumbrance of any nature other than the Permitted Encumbrances. (c) The Owner will, at the time of execution of this Agreement or at the time of the closing of the Loan and subject only to such exceptions as have been disclosed in writing to the Agency and which will not materially interfere with or impact the beneficial use of the Project and Land for purposes of the Project: have good and marketable title to fee simple interest in the premises 7

constituting the Land and the Project free and clear of any lien or encumbrance (subject to Permitted Encumbrances and encumbrances created or contemplated pursuant to this Agreement). (f) There is, after due and diligent inquiry, no action, suit or proveeding at Jaw or in equity or by or before any govenmmental instrumentality or other agency now pending, or. threatened against or affecting it, or any of its properties or rights. which, if adversely determined, would materiatly impair its right to carry on business substantially as now conducted, or as contemplated to be conducted under this Agreement, or would materially adverscly atfect its financial condition. (g) To the best of the Owner's knowledge after due and diligent inquiry, the operation of the Project in the manner presently contemplated and as described tn this Agreement will not contlict with any zoning, water or air pollution or other ordinance, order, law or regulation applicable thereto. The Owner has caused the Project to be designed in accordance with all applicable federal, state and local laws or ordinances (including rules, and regulations) relating to zoning, building, safety and environmental quality and will proceed with due diligence t rehabilitate the Project pursuant to the Architect's Contract. Further, the Owner has received or shall obtaja all neéegsary governmental approvals and building permits for construction, rehabilitation and opefation of the Project in accordance with the plans and specifications and the Architect’s Contract, and shall obtain in a timely manner any and all required extensions of governmental approvals, including, but not limited to, site plan approval. The Owner will continue to retain ownership of the’Project and Land during the term of the Mortgage, subject to the terms of this Agreement andthe other Loan Documents, the Act. Agency Regulations, the Program, the Program Guidelines, and, if applicable, the Code. (h) The Owner has filed, caused to be filed by it, or shall file all federal, state and local tax returns which are required to be filed-by it, if any, and has paid or caused to be paid all taxes as shown on said return or on ang assessifient received by it, to the extent that such taxes have become due. (i) To the best of the Owner's knowledge, after duc and diligent inquiry, the Owner is not in matenal default in the performance,