Draft_October 2025_West Orange_HEFSP_with Appendices

laim or liability and release the same and apply the proceeds éf ahy such suit, settlement or release to the liabilities of the Owner under this Agreement or thé Mortgage: {m) if’ the Owner commits a breach or threatens to commit a breach of any of the provisions of the Mortgages or other Loan Documents, the Agency shal! have the right, without posting bond or other security, to seek injunctive relief or specific performance, it being acknowledged and agreed that any such breach, or threatened breach, will cause irreparable injury to the Agency and that money damages will not provide an adequate remedy; and‘or {n) to undertake reasonable maintenance and make reasonabic repairs to the Project and to add the cost thereof to the principal balance of the Mortgages. (0) notwithstanding the above enumeration of remedies, the Agency shail have available to it ail other remedics provided at law or in equity or any other action permitted by law subject to the provisions of Section 40 of this Agreement;

Section 33. Expenses Due to Default. All expenses (including reasonable attorneys’ fees and costs and allowances) incurred in connection with an action to foreclose the Mortgage or in exercising any other remedy provided by the Mortgage or this Agreement or the other Loan Documents, including the curing of any Event of Default, shall be paid by the Owner, together with interest at the then current rate being received by the Agency on its investments as determined in good faith by the Agency. Any such sum or sums and the interest thereon shall be a further lien on the Project, Land and improvements, and shall be secured by this Agreement and the Mortgage. Section 34. Burden and Benefit. The Agency and the Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Owner's legal interest in the Land and the Project is rendered less valuable thereby. The Agency and the Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concem the Land by enhancing and increasing the enjoyment and use of the Land and part of the Project as housing for persons with developmental disabilities. Section 35. Uniformity; Commen Plan. The covenants, reservations and restrictions hereof shall apply uniformly to the entire Project and Land. Section 36, Remedies; Enforceability. ‘he provisions hereof are imposed upon and made applicable to the Land and shall run with the Land and shall be cnforecabic against the Owner or any other person or entity that has or had an ownegship i imerest in the Project at the time of such violation or attempted violation. No delay in enforcing the provisions hercof as to any breach or violation shall impair, damage or waive the right of, ‘any party entitled to enforce the provisions hereof or to obtain relief against or recover tor the continuation or repetition of such breach or violation or any similar breach or violation hereof at any later time or times. Section 37, Amendments: Notices; Waivers, This Agreement and the Mortgage may be amended only by an instrument in writing executed and acknowledged on behalf of the Agency and the Owner in such manner shat the instrument may be recorded, No waiver by the Agency in any particular instance of any Event of Default or required performance by the Qwner und no course of

ency and the Owner in such manner shat the instrument may be recorded, No waiver by the Agency in any particular instance of any Event of Default or required performance by the Qwner und 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 ot 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 or approval of the Agency for the taking of any action or the omission of any action rcquires 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 tor under this Agreement shall be given in writing signed by a duly authonized 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, retum. receipt requested, or by certified or registered mail, postage prepaid, return receipt requested, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto. Agency: Executive 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 shail be deemed given when received. Section 38. Severahitity. The invatidity 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 nights, duties, obligations and interests arising hereunder shall bind and inure ‘tu.the benefit of the parties 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 toan documents or any other document or instrument executed by the owner in connection herewith or therewith, the Agency agrees, on behalf of itself and any future holder of the Note, that the liability of the Owner, afly generat or limited partner, member or shareholder of the Owner, if applicable, and its respective heirs, representatives, successors and assigns, tor the payment of its obligations, hereunder and under the other loan documents, including, without limitation, the payment of principal, interest and other charges due hereunder and thereunder, shall be limited to the collateral pledged under the mortgage and the other loan documents, and that the Agency shall have‘ng 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 an¢ Land) pledged under the Mortgage and the other loan documents to the satisfaction of the Mortgage debt, and provided, however, that the Agency shall retain the right to exercise any and al] remedies granted to it under the

e Mortgage and the other loan documents to the satisfaction of the Mortgage debt, and provided, however, that the Agency shall retain the right to exercise any and al] 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 Jiability shal} 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, 1}. 12, 15, and 33 of this Agreement. Section 41. Reserved. Section 42. Disclaimer of Warranties, Liability; Indemnification/Defense- 20

A. The Owner acknowledges and agrees that {i} the Agency has not heretofore and does not make any warranty or representation, cither cxpress or implied, as to the value, condition, or fitness for particular purposes of the Project or any portions thereof or any other warranty or representation with respect thereto; (11) in no event shall the Agency or its agents or employees be liabie or responsible for any incidental, indirect, special or consequential damages in connection with or arising out of this Agreement or any of the other 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 [oan Documents: and (iii) during the term of this Agreement and the other Loan Documents and to the fultest 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 Jaw, which the Owner and the Agency including reasonable attorneys’ fees and costs, may sustain, be subject ta, or be caused to incur by reason of ary 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 atising out of the Owner's ownership of the Project or out of the construction, rehabilitation. operation or management of the Project. B. Itis 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.shall hold them harmless from any claim or suit of whatever nature, Ls erted against the Agency shall be subject to the New Jersey Contractual Liability Act, N A. 59:13-1, et seq. While this statate may not be applicable by its terns to claims arising ugdey contracts with the Agency, the Owner agrees that it shall be applicable to any claizns arising under the Loan Documents. It is acknowledged by the parties that the Agency is a public catity covered by the provisions of the New Jersey Tort Claims Act, N -T,et seq. C. Any claims as Section 43. Recording. This Agreement shail be duly recorded in the Office of the Clerk for the county in which the Land is located within ten (10) days following

Act, N -T,et seq. C. Any claims as Section 43. Recording. This Agreement shail 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 arisc under this Agreement or the Loan Documents shall have jurisdiction and venue only in the Courts of the Slate 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 Agreement shall have the same etfect as an original provided that an original is received by the other party hereto within two business days thereafter. 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 sct 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. a . ae N IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of the day and year first written above. ~ WITNESS/ATTEST OWNER: “ JEWISH SERVICES FOR THE DEVELOPMENTALLY DISABLED OF METROWEST, INC. v8 \ Cru Ry: Joel Dancer cue Michael Miller astPresident . Vice President LENDER; f 4 . NEW JERSEY HOUSING AND Wi y> ¢ MORTGAGE FINANCE AGENCY 4 4 y ’ g Seana | Ba solfo al aw ‘This Agreerfient is approved as to form: Chief of Legal and Regulatory Affairs ATTORNEY GENERAL OF NEW JERSEY Kimberly A. Sed Deptty Attorney General Ww nh

CORPORATE ACKNOWLEDGMENT STATE OF NEW JERSEY ) } SS: COUNTY OF MERCER } BE IT REMEMBERED, that on this 25" day of August, 2010, befere ine, the subscriber, 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 add delivered by said members of the non-protit corporation as and for the voluntary act and deedof Said non-profit corporation, in the presence of deponent, who there upon subscribed his name thereto as attesting witness. Sworn to and subscribed betore me on the date aforesaid. 23

STATE OF NEW JERSEY, COUNTY OF MERCER SS: 1 CERTIFY that on August 25, 2010, Lestie S. Lefkowitz personally came before me, a Notary Public of the State of New Jersey, and acknowledged under oath to my satisfaction that a) he is the Chief of Legat and Regulatory Affairs of NEW JERSEY HOUSING 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 ot the Agency. tid) Rscea x pokiandy- Name: Wa adil Sa uF a Notary Pliblic o New Jersey C an “My Commission Expires: _H Qope 1: . N N yy Revises! lor SNICTT Feb 20 fas > < \