West Orange Fourth Round HEFSP_adopted 111025_Appendices

quested, or by a commercial overnight delivery service with packaging tracking capability and for which proof of delivery is available. In that case such notice is deemed effective upon delivery. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by written notice. 8

8/3/17 Copies of all notices, demands and communications shall be sent as follows: If to the Township: Township of West Orange Municipal Building 66 Main Street West Orange, New Jersey 07052-5313 Attn: John K. Sayers, Township Administrator with copies to: Richard Trenk, Esq. Trenk DiPasquale 347 Mount Pleasant Avenue Suite 300 West Orange, New Jersey 07052 Jennifer L. Credidio, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, New Jersey 07068 If to the Entity: GP Ashland Housing, LLC c/o Prism Capital Partners, L.L.C. 200 Broadacres Drive Bloomfield, NJ 07003 With copies to: Matthew C. Karrenberg, Esq. DeCotiis, FitzPatrick, Cole & Giblin, LLP 500 Frank W. Burr Boulevard Suite 31 Teaneck, New Jersey 07666 ARTICLE XI DEFENSE/INDEMNIFICATION 11.01 Indemnification. - It is understood and agreed that in the event the Township shall be named as party defendant in any action brought against the Township by allegation of any breach, Default or a violation of any of the provisions of this Agreement and/or the 9

8/3/17 provisions of Applicable Law, the Entity, provided that it is still the fee title owner of all or any portion of the Land, or any Improvements related thereto, shall indemnify and hold the Township harmless from and against all liability, losses, damages, demands, costs, claims, actions or expenses (including reasonable attorneys’ fees and expenses) of every kind, character and nature arising out of or resulting from the action or inaction of the Entity and/or by reason of any breach, Default or a violation of any of the provisions of this Agreement and/or the provisions of Applicable Law, except for the willful misconduct by the Township or its officers, officials, employees or agents and the Entity shall defend the suit at its own expense. However, the Township maintains the right to intervene as a party thereto, to which intervention the Entity hereby consents, the reasonable expense thereof to be borne by the Entity. To the extent practical and ethically permissible, the Entity’s attorneys shall jointly defend and represent the interest of the Township and the Entity as to all claims indemnified in connection with this Agreement. ARTICLE XII DEFAULT 12.01 Default. Default shall be any failure of the Entity to conform to the terms of this Agreement and/or any failure of the Entity to perform any obligation imposed upon the Entity by statute, ordinance or lawful regulation beyond any applicable notice, cure or grace period. 12.02 Cure Upon Default. Should the Entity be in Default of any obligation under this Agreement, the Township shall notify the Entity and any mortgagee of the Entity in writing of said Default (“Default Notice”). Said Default Notice shall set forth with particularity the basis of said Default. Except as otherwise limited by law, the Entity shall have sixty (60) days to cure any Default (other than a Default in payment of any installment of the Annual Service Charge, for which the cure period shall be ten (10) days) from the date of its receipt of the Default Notice. In the event of any uncured Default, the Township shall have the right to proceed against the Property pursuant to applicable provisions of the Law and the Financial Agreement. Upon any Default in payment of any installment of the Annual Service Charge, the Township shall have the right to proceed to In Rem Tax Foreclosure consistent with the provisions

Financial Agreement. Upon any Default in payment of any installment of the Annual Service Charge, the Township shall have the right to proceed to In Rem Tax Foreclosure consistent with the provisions and procedures of the In Rem Tax Foreclosure law. 12.03 Remedies. In the event of any dispute between the parties, other than a dispute arising from the failure of the Entity to timely pay any portion of the Annual Service Charge or any other financial obligation required by this Agreement, the parties shall submit the dispute for arbitration to a third party neutral to be selected by mutual consent of the parties. In the event of a Default on the part of the Entity to pay any installment of the Annual Service Charge required by Article IV above, the Township in addition to its other remedies, reserves the right to proceed against the Entity’s land and premises, in the manner provided by law, including the Tax Sale Law, and any act supplementary or amendatory thereof. Whenever the word “Taxes” appears, or is applied, directly or implied, to mean taxes or municipal liens on land, such statutory provisions shall be read, as far as it is pertinent to this Agreement, as if the Annual Service Charge were 10

8/3/17 taxes or municipal liens on land. In either case, however, the Entity does not waive any defense it may have to contest the rights of the Township to proceed in the above-mentioned manner. 12.04 Remedies Upon Default Cumulative; No Waiver. Subject to the other terms and conditions of this Agreement, all of the remedies provided in this Agreement to the Township, and all rights and remedies granted to it by law and equity shall be cumulative and concurrent and no determination of the invalidity of any provision of this Agreement shall deprive the Township of any of its remedies or actions against the Entity because of Entity's failure to pay Land Taxes, the Annual Service Charge and/or any applicable water and sewer charges and interest payments. This right shall only apply to arrearages that are due and owing at the time, and the bringing of any action for Land Taxes, Annual Service Charges or other charges, or for breach of covenant or the resort of any other remedy herein provided for the recovery of Land Taxes, Annual Service Charges or other charges shall not be construed as a waiver of the right to proceed with In Rem Tax Foreclosure proceedings consistent with the terms and provisions of this Agreement. 12.05 Termination Upon Default of the Entity. In the event the Entity fails to cure or remedy the Default, including without limitation a Default as described in Section 12.01, within the time period provided in Section 12.02, the Township may terminate this Agreement upon thirty (30) days written notice to the Entity (“Notice of Termination”). 12.06 Final Accounting. Within one hundred twenty (120) days after the date of Termination, the Entity shall provide a final accounting to the Township. For purposes of rendering a final accounting, the Termination of the Agreement shall be deemed to be the end of the fiscal year for the Entity. 12.07 Conventional Taxes. Upon Termination or expiration of this Agreement, the tax exemption for the Project shall expire and the Land and the Improvements thereon shall thereafter be assessed and conventionally taxed according to the general law applicable to other nonexempt taxable property in the Township. ARTICLE XIII MISCELLANEOUS 13.01 Financial Agreement Controlling. Except as provided in Section 5.01 hereof, the Parties agree that in the event of a conflict between (i) the Application and this

ip. ARTICLE XIII MISCELLANEOUS 13.01 Financial Agreement Controlling. Except as provided in Section 5.01 hereof, the Parties agree that in the event of a conflict between (i) the Application and this Financial Agreement or (ii) the Redevelopment Agreement and this Financial Agreement, the provisions of this Financial Agreement shall govern and prevail. 13.02 Oral Representations. There have been no oral representations made by either of the parties hereto which are not contained in this Financial Agreement. This Financial Agreement, the Resolution of the Township authorizing this Agreement, and the Application constitute the entire agreement between the parties regarding the tax exemption for the Property 11

8/3/17 and there shall be no modifications thereto other than by a written instrument executed by the parties hereto and delivered to each of them. 13.03 Entire Document. All conditions in the Resolution of the Township Council approving this Agreement are incorporated in this Agreement and made a part hereof. 13.04 Construction. This Financial Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey, and without regard to or aid or any presumption or other rule requiring construction against the party drawing or causing this Agreement to be drawn since counsel for both the Entity and the Township have had the opportunity to review and approve the Financial Agreement. 13.05 Municipal Services. The Entity shall make payments for municipal services, including water and sewer charges and any services that create a lien on parity with or superior to the lien for the Land Taxes and Annual Service Charges, as required by law. Nothing herein is intended to release Entity from its obligation to make such payments. 13.06 Delivery to Tax Assessor. Upon the full execution of this Financial Agreement, the Clerk of the Township shall deliver to the Tax Assessor a certified copy of the Resolution along with an executed copy of this Financial Agreement. Upon such delivery, the Tax Assessor shall implement the tax exemption granted as of the Effective Date and certain requirements will be effective as provided herein and shall continue to enforce the tax exemption, without further certification by the Township Clerk, until the expiration of the tax exemption in accordance with the terms hereof. 13.07 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held to be illegal or invalid in a final proceeding, then any such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof. 13.08 Counterparts. This Agreement may be simultaneously executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13.09 Amendments. This Agreement may not be amended, changed, modified, altered or terminated without the written consent of the parties

all of which shall constitute but one and the same instrument. 13.09 Amendments. This Agreement may not be amended, changed, modified, altered or terminated without the written consent of the parties hereto [Signature Pages to Follow] 12

8/3/17 IN WITNESS WHEREOF, the Parties have caused this Financial Agreement to be executed as of the day and year first above written. ATTEST: TOWNSHIP OF WEST ORANGE ________________________ Karen Carnevale Township Clerk By: ___________________________________ Hon. Robert D. Parisi, Mayor GP ASHLAND HOUSING, LLC By: ___________________________________ Eugene R. Diaz, Principal 13

8/3/17 EXHIBIT A APPLICATION FOR EXEMPTION 14