West Orange Fourth Round HEFSP_adopted 111025_Appendices

tgage Loan. "Permitted Encumbrances" means any (i) Utility, access and other easements and rights 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;

- (ii) . Liens that are being contested in good faith and for which the Owner has provided security satisfactory to the Agency; (iii) 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" means the Special Needs Housing Trust Fund it 4 the Special Needs Housing Trust Fund Act, P.L. 2005, c.163. Q "Program Guidelines" means the guidelines proyiulgat the Agency pursuant to the Program and any policies or procedures issued by the Ag with respect to the housing projects financed by the Agency, all of the foregoing as they ra be aitiended from time to time. "Project" means the Improvements located ie Land that together with the Land is financed, in part, with the proceeds of the Logn. 4) "Project Construction Period" mii eriod of time required to substantially complete construction of the Project. The Project stayction Period is estimated to be three (3) months from the date of execution of this Agreemer "Regulations" means Geen promulgated or proposed by the United States Department of Housing and Urban elopment. jod'm “Rehabilitation:Peri eans the period of time as required to substantially complete the rehabilitation of the Proj ¢ Project Rehabilitation Period is estimated to be three (3) months from the date of excep this Agreement, if applicable. “Repai placement Reserve" means the escrow account established pursuant to Section 21 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 to the Code.

"Third 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. "UCC-I" 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 plural number, and vice-versa, when appropriate. This Agreement and all the terms and provi ions thereof shall be construed to effectuate the purposes set forth herein and to sustain xe) y hereof. The titles and headings of the sections of this held Qh for convenience of reference only, and are not to be considered a part hereo not in any way modify or restrict any of the terms or provisions hereof or be considergd or ior effect in construing this Agreement or any provisions hereof or in ascertaining intent, if ary question of intent shall arise. Section 2. Background and Purpose. Th roposes to acquire or owns the Land, construct, and operate a Project to be located on theta ¢ Project will carry a construction and permanent loan of Two Hundred Thirty-Nipe id Nine Hundred Twenty-Two Dollars ($239,922) at an interest rate of zero perce: pei during the mortgage term of thirty (30) years. To obtain financing for the Projees er has applied to the Agency for the Agency Financing pursuant to the provisions of tl am. The Agency will hold a second mortgage lien on the Project during the term of the M a ‘Loan. Financing for the Project is derived in part from the Agency's Program funds, iaddition to the Second Mortgage Loan, the Owner has obtained and the Agency has a etna for the Project as follows: (a) The Agency is*provigling a Third Mortgage Loan to the project in the principal amount of $77,787 of even,date herewith; and (b) = The OnGeAipceived a loan from the County of Essex from their HOME Program in the amount of $2707 In connec 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

t. 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 for the construction/rehabilitation of the Project, the tenant population that shall be housed in the Project, the number of units of each 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 operation and arrangements for any tax abatement for the Project.

Section 3. -Residential 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 use 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. arrants and covenants Section 4. Low Income Tenants. The Owner hereby represe Tenants for a period that all of the units shall be occupied or available for occupancy by of thirty (30) years from the date hereof. Section 5. Additional Representations, Covenayts an: ranties of the Owner. The Owner represents, warrants and covenants th: organized, validly existing and in good transact business in the State; (if) has its Certificate of Incorporation with all thority to own or lease its properties and assets, including the Project and the Lan on its business as now being conducted (and as now contemplated), and to borrow théproegeds of the Loans; and (iii) has the power to execute and perform all the undertakings of thig Agreement and the other Loan Documents. (a) The Owner (i) is a non-profit corporat standing under the laws of the State and duly ai filed with the Agency a true and complete, o amendments, if any, thereto; (iii) has the (b) All necessary leg: che been taken to authorize the execution, delivery and performance of the Loan Dogum: y the Owner. the valid and legally bin obligations of the Owner, enforceable against the Owner in accordance {c) The Loan sna ave been duly executed and delivered by the Owner and constitute with their respective (d) To f the Owner's knowledge after due and diligent inquiry, the execution and performance of t greement, 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 Owner is a party, and (ii) will not violate or, as applicable, have not violated, any provision of any indenture, agreement or

other agency or government or any provision of any document to which the Owner is a party, and (ii) 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 4

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 proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, threatened against or affecting it, or any of its properties or rights, which, if adversely determined, would materially impair its right to carry on business substantially as now conducted, or as contemplated to be conducted under this Agreement, or would materially adversely affect 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 in this ent will not conflict with any zoning, water or air pollution or other ordinance, order, la gulation applicable thereto. The Owner has caused the Project to be designed in accord. applicable federal, state and local laws or ordinances (including rules. and regulati ng to zoning, building, safety and environmental quality and will proceed with due di & rehabilitate the Project pursuant to the Architect’s Contract. sary governmental approvals and yn. of the Project in accordance with the I] obtain in a timely manner any and all 2, but not limited to, site plan approval. The est and Land during the term of the Mortgage, Loan Documents, the Act, Agency Regulations, icable, the Code. Further, the Owner has received or shall obt: building permits for construction, rehabilitation and plans and specifications and the Architect’s Contr required extensions of governmental approvals, Owner will continue to retain ownership of; subject to the terms of this Agreement and+t the Program, the Program Guidelines. be filed by it, or shall file all federal, state and local tax it, if any, and has paid or caused to be paid all taxes as nt received by it, to the extent that such taxes have become (h) The Owner has filed, car retums which are required to b shown on said return or on due. ; knowledge, after due and diligent inquiry, the Owner is not in ance, observance or fulfillment of any of the obligations, covenants or aterial agreement or instrument to which it is a party that may (i) To the best o: material default in the p conditions

not in ance, observance or fulfillment of any of the obligations, covenants or aterial agreement or instrument to which it is a party that may (i) To the best o: material default in the p conditions contained materially affect @) The mation 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 shall have been approved by the Agency. The Owner shall notify in writing and obtain the agreeinent 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 requirements of this Agreement. This provision shall not act to waive any other restriction on such sale, transfer or exchange. (i) The Owner has not and will not execute any other agreement with provisions contradictory to, 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 rights and obligations herein and in the Mortgage and such requirements shall 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 thé, Loan to the Owner or relating to the Project are materially true and correct. (n) The representations, covenants and warranties of the tained in this Agreement on the date of its execution are true and shall continue to be true s during the term of this Agreement. ists WHich constitutes an Event of Default requirement of notice or lapse of time, or (0) No event has occurred and no conditiot under this Agreement or the Mortgage or which, bu both, would constitute such an Event of Default. (p) As of the date of this Agreeme ect’s Contract is in full force and effect and no default has occurred thereunder, and modifications and addenda to date has ed with the Agency. the Project; provided, however, thaf upon the termination of this Agreement in accordance with the terms hereof said cov its, reséfvations and restrictions shall expire. Each and every contract, deed or other instrument hve xi covering or conveying the Land or the Project or any portion thereof shall aan | held to have been executed, delivered and accepted subject to such covenants, resi j d restrictions regardless of whether such covenants, reservations and restrictions in such contract, deed or other instruments. Ifa portion or portions of the Land or Project’tge conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Projéct and Land. Section 7. Term. This Agreement 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

ect 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 agrees 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. 9