Draft_October 2025_West Orange_HEFSP_with Appendices

ifient 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, observance or fulfillment ofany of the obligations, covenants or conditions contained iti any ‘inaterial agreement or instrument to which it is a party that may materially affect this Project. 0] The information contained in the Project description provided in the applications for the Loan is accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (k) Except for Leases contemplated by the Project and Section 17 of this Agreement, the Owner shall not during the term of this Agreement sell, transfer or exchange, the Project or the Land (or any part thereof or any interest therein) at any time except in accordance with the terms of the Mortgage, this Agreement, the Act and the Agency Regulations promulgated pursuant to the Act, and the Program Guidelines and unless such sale, transfer or exchange shali have been approved by the Agency, The Owner shall notify in writing and obtain the agreement in writing of any buyer or successor or other person acquiring the Project or Land or any interest therein, in a form acceptable 8

to the Agency that such acquisition is subject to the reyuirements of this Agreement. This provision shall not act to waive any other restriction on such sale, transter or exchange. (1) Phe Owner has not and will not execute any other agrecment with provisions contradictury lo, or in opposition to, the provisions hereof and the Mortgage. and in any event, the requirements of this Agreement and the Mortgage are paramount and controlling as to the nghts and obligations hercin and in the Mortgage and such requirements shail supersede any other requirements in conflict herewith and therewith. (m) All statements contained in all applications, correspondence or other materials delivered to the Agency by the Owner in connection with its consideration of the Loan to the Owner or relating to the Project are materially true and correct. (n) The representations, covenants and warrantics of the Owner contained in this Agreement on the date of its execution are true and shall continue to be true.at all times during the term of this Agreement. (v) No event has oceurred and no condition exists which constitutes an Event of Default under this Agreement or the Mortgage or which, but for a requirement of notice or lapse of time, or both, would constitute such an Event of Default. (p) As of the date of this Agreement, the Architect's Contract is in full force and effect and no default has occurred thereunder, and @ true copy of the entire Architect's Contract with all modifications and addenda to date has been filed with the Agency. Section 6. Covenants to Run With the Land, The covenants, reservations and restricions set forth herein shail be deemed covenants running with the Land and, except as provided in Section S hereof, shall pass to and be binding tipon the Owner's assigns and successors in title to the Land or the Project; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thercof shall conclusively bé held to have becn executed, delivered and accepted subject to such covenants, reservations and restrictions regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other

cuted, delivered and accepted subject to such covenants, reservations and restrictions regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. Ha portion or portions of the Land or Project are conveyed, ail of such covenants, reservations and restrictions shall run to each portion of the Project and Land. Section 7. Term. This Agrecment shall remain in full force and effect until all indebtedness from the Owner to the Agency in respect to the Project shall have been paid in full in accordance with the provisions of this Agreement, the Mortgage Note and the other Loan Documents. Section 8. Construction or Rehabilitation of Project. ‘the Owner covenants and agrees to comply with all the provisions of the Architect's Contract and/or Construction Contract, as applicable. The Owner covenants and agrecs diligently to pursue the construction or rehabilitation of the Project to completion in accordance with the plans and specifications set forth in the Owner's application for the Loan and the Architect's Contract and as approved by the Agency. }

‘rhe Owner shall not approve or allow to occur any material change in the scope of plans and specifications for the Project without the express approval of the Agency. Construction or rehabilitation shall at all times be subject t the discretionary inspection, discretionary review. regulation and approval of the Agency and its duly authorized representatives. Any such inspection, regulation. review or approval of the Agency shall be solely for its benefit for the purpose of assuring that the programs and goals of the Project are being fulfilled. The Owner shall not knowingly do any act which would cause the release, in whole or in part, of the surety bond or bonds issued in connection with the Architect’s Contract or Construction Contract, as applicable, including, without limitation, deviation from the payment schedule, waiver of any material requirements imposed on the architect or any contractor or subcontractor under the Architect's Contract or Construction Contract. as applicable, or consent to any major change in the in the scope of plans and specitications or scope of the work, unless seh act would not cause any release because the surety has consented thereto. ea Section 9, Funding snd Conditions Precedent to Advance. A. Funding of Construction or Rehabilitation: > Upon and subject to the terms and conditigfs of this Agreement, the Mortgage and Mortgage Note, the Agency agrees to advance and disbutse the principal sum of $239,922 as follows: The balance of the Principal Sum of ‘$23 39,922 remaining after disbursement of acquisition costs shall be made only after the Agency has received and approved, subject to its sole diseretion, all items required for closing on the Agency Document Checklist for Construction and Permanent Financing. B. Conditions Precedent to‘Advanse: The Agency's obligations to make the other disbursement under the Mortgage shail be subject to the satisfaction‘of the following conditions precedent, any of which may be waived in whole or part by the Agency. 1. Each ofthe owner’ $s covenants, agrcements, representations and warranties contained in this Agrecment shall continue to be true and shai] not be breached. 2, If applicable, the full amount of the previous advance shall have been expended for Land acquisition, costs and discharge of any related lien. 3. All work performed and material furnished for the Project

pplicable, the full amount of the previous advance shall have been expended for Land acquisition, costs and discharge of any related lien. 3. All work performed and material furnished for the Project shall bc in accordance with the plans and specifications for the Project and all work shall have been properly performed to the satisfaction of the Agency. 4. No event shall have occurred and no conditions shall exist that would prevent the advance ftom becoming a valid second mortgage lien on the Project and the Land or secured by a 10

prior protected security interest on any other collateral mentioned in the Mortgage. If the Agency shall dcem it necessary or desirable, all or part of the advance may be disbursed in escrow to a Utle insurance company licensed to do business in the State of New Jersey for the purpose of discharging any construction or other hen on the Project and Land or any other security mentioned in the Mortgage: and the Owner agrees to certify in writing that the foregoing conditions have been satisfied. Section 10. Insurance; Condemnation. During the term of the Agency Financing, the Owner shal! cause all the buildings on the premises and the fixtures and articles of personal property covered by the Loan Documents to be insured against loss by fire and against loss by such other hazards as may be required by the Agency for the benefit of the Agency including, but not by way of limitation, flood insurance if any part of the Project is tocated in an area designated by or on behalf of the federal government as having specific flood hazard. Such insurance shall be written by companies, in forms as are satisfactory to the Agency, and in amounts not less than the ful) replacement value of the Project. The Owner shall assign and deliver the policies to the Avency. All such insurance policies which are obtained by the Owner during the term of the loan shall fully comply vath all Agency requirements for property and fiability insurance, including but not limited to the Agency requirement that the insurer must meet certain rating standards. ‘The Agency shail be listed as mortyagee, loss payee and additional insured under such policies. Such policies shail provide that the insurer may not cancel the policy and will hot refuse to renew the policy except after thirty (30) days written notice to the Agency. If the Owner does not provide the Agency with the evidence of insurance as required hercin, the Agency may (but shall not be required to) obtain such coycrage. ‘The Owner shall reimburse the Agency on demand for any premiums paid tor i insurance procured by the Agency, and until so reimbursed. the amount of such premiums shall be added t to the principal sum of the Mortgage Note and shall bear interest at the same interest rate as in the Mortgage Note. In the event of substantial damage to the Project by the occurrence of an insured casually or the taking of a substantial

te and shall bear interest at the same interest rate as in the Mortgage Note. In the event of substantial damage to the Project by the occurrence of an insured casually or the taking of a substantial portion of the Project by condemnation, if. in the sole judgment of the Agency (which judgment shall be conclusive}: (a) the Project can be replaced or restored in whale or in part, and (b) the Project as so replaced will produce sufficient income to meet the obligations of the Owner under the Loan Documents, the proceeds of insurance or condemnation, together with any other money available for such purpose, if sufficient, shall be made available to the Owner, subject to the approval of the Agency. ‘To the extent the Project is not replaced or restored, the balance of such proceeds shall be applied to the indebtedness secured thereby. Nothing in this Section shall affect the tien of this Agreement and the obligation of the Owner under the Loan Documents to pay the entire balance of the Loan. The Owner shail maintain continuously in effect such other insurance coverage of the types and in the amounts specified by the Agency, including workers” compensation insurance and other insurance required by law with respect to employees of the Owner, and liability insurance, protecting the Owner and the Agency against any loss or liability or damage for personal injury or property damage with respect to the Project. Owner shali also maintain use and occupancy insurance covering, loss of revenues derived from the Project by reason of interruption, total or partial, of the use of the Project resulting from loss or physical damage thereto in an amount not less than one year's gross lt

rental income. The Owner shall carry fidelity bond insurance covering all employees of the Owner authorized to handle the revenues derived from the Project in an amount equal to one-half times the maximum monthly rent roll. Section 1f. Taxes or Payments in Lieu of Taxes. Unless the Owner has reccived a full tax exemption Jor the taxes on the Project at the time the Owner takes tile to the Project, the Owner covenants and agrees to pay any valid municipal taxes, payments in licu of taxes, charyes, assessments, water charges and/or sewer charges. and in default thereof the Agency may pay the same. Any such sum or sums so paid by the Agency shall be added to the principal sum secured by the Mortgage. as determined by the Agency, and shall bear interest at the then current rate being received by the Agency on its investment as determined in good faith by the Agency. Section 12. Liens. The Owner covenants and agrees to maintain its right, title and interest in the Project and Land and all items enumerated in Section 7 of the Mortgage free and clear of all liens and security interests, except Permitted Encumbrances, those ¢ exceptions identified and set forth in title insurance commitments and title insurance commitment nunber 278731 issued by Chicago Title Insurance Company dated March 1, 2010, and cantiqued tg the date of this Agrcement, as accepted by the Agency. Except with the writtcn consent of the Agency, the Owner wil] not install any item of tangible personal property as part of the fixtires. or furnishings of the Project, which is subject to a purchase money licn or security interest. | The Agency may, at its sole option, pay the Amount necessary to discharge any such tien, and the Owner shall promptly reimburse the Agericy fot any amounts so paid. Until reimbursement of the Agency of any amounts so paid, such amount shalt be added to the Principal Sum as defined in and secured by the Mortgage. as determined By the Agency, and shall bear interest at the then current rate being received by the Agency on its investments as determined in good faith by the Agency. fas Section 13. Encumbrances - Sale of Project. Vhe Owner covenants and agrees not to sell. Icase or otherwise cneumber the Project or the Land, or any part thereof, or the rents or revenues thercot without prior written consenf ofthe Agency, except by leasing to eligible residential

o sell. Icase or otherwise cneumber the Project or the Land, or any part thereof, or the rents or revenues thercot without prior written consenf ofthe Agency, except by leasing to eligible residential tenants as provided by the Mortgage and this Agreement. Section 14. Slaitehance, Repair and Replacement. The Owner covenants and agrees to maintain the Praject and the appurtenant equipment and grounds in goad repair and condition so as to provide decent, sate and sanitary housing accommodations. Following completion of construction or rehabilitation, the Owner will not make any substantial alteration in the Project without the consent of the Agency, nor will the Owner permit the removal of any fixtures or articles of personal property except in connection with the replacement thereof with appropriate property of at least equal value and free of all liens or claims. The Owner will not permit any waste with respect to the Project or any of its real or personal property without the consent of the Agency, or make any alteration which will increase the hazard of fire or other casualty.

Section 15. . Adyance Amortization Payments. ‘The Owner shall not make any advance principal repayment except as allowed by the Program and Program Guidelines. Section 16. Compliance with the Program, the Act, Agency's Regulations and Any Federal ur State Subsidy Source. The Owner covenants and agrces to comply with the Program, the Act and any regulations promulgated pursuant thereto, and with any amendments or supplements to the Program, the Act or regulations. Throughout the term of this Agreement, the Owner further covenants and agrees to comply with any and all requirements imposed upon it as a condition of any federal or state grant, subsidy or loan. Section 17. Use of Project - Leasing. Except as otherwise eapressly provided in Section 3 und 4 of this Agrcenient or as otherwise agrecd to in writing by the Agency, and except for facilities approved by the Agency as normally appurtenant to residential projects for nen-transients (such as laundry facilities), the Project shall be used solely (or as otherwise may be approved by the Agency} to provide aftordable housing units for a special needs population(s) under the Agency's Program. f ra Section 18. Consideration for Lease. The Ownercovenants and agrees not to require as a condition of the occupancy or leasing of any dwelling unit in the Project and uot to accept or allow any employee or agent to accept any consideration ether than the prepayment of the first month's rent, plus a security deposit not in ex! of one (1}-month's rent to guarantee the performance of the covenants of the rent agreement or tcasc. 4 Section 19. Security Deposit The Owner covenants and agrees to deposit all moneys paid to the Owner by any resident, ifany, as a. security deposit tor the payment of rent or other allowable charges under any use and occupancy agreement and/or Icase in a separate interest bearing bank account held and maintained in accordance with applicable Jaw. Section 20. Account for Project Revenues/Operating Account. The Owner covenants and agrees to establish an account-for Project Revenues specific to the Project. "Praject Revenucs” shall mean ai] rents and other revenues of any type whatsoever received in respect of the Project or the Owner, except for Loan.disbursements. Project Revenues shall be deposited in such account and all operating expenses should. be paid from this account. Section 21.