West Orange Fourth Round HEFSP_adopted 111025_Appendices

8/3/17 ARTICLE VIII SALE AND/OR ASSIGNMENT PROVISIONS 8.01 Approval. The Township, on written application by the Entity, will consent to a sale of the Project and the transfer of this Agreement provided that (a) in the event that the Project or relevant portion thereof has not been completed, the transferee Entity shall have demonstrated to the reasonable satisfaction of the Township that it possesses the experience and capitalization necessary to complete the Project, which determination shall not be unreasonably withheld; (b) the transferee entity qualifies under the HMFA Law and assumes the Agency Mortgage; (c) the Entity is not then in Default of this Agreement or the Law; (d) the Entity’s obligations under this Agreement are fully assumed by the transferee entity; (e) the transferee entity agrees to abide by all terms and conditions of this Agreement including, without limitation: and (f) the principal owners of the transferee entity possess the same business reputation, financial qualifications and credit worthiness as the Entity and are otherwise reputable. (b) The parties hereto acknowledge that the Entity shall transfer a portion of its membership interest to one or more tax credit investors in connection with the financing of the Project. The Township agrees that its consent is not required for this transfer. ARTICLE IX WAIVER 9.01 No Waiver. Nothing contained in this Financial Agreement or otherwise shall constitute a waiver or relinquishment by the Township or the Entity of any rights and remedies provided by Law except for the express waiver herein of certain rights of acceleration and certain rights to terminate this Financial Agreement and tax exemption for violation of any of the conditions provided herein. Nothing herein shall be deemed to limit any right of recovery that the Township or the Entity has under law, in equity, or under any provision of this Financial Agreement. ARTICLE X NOTICE 10.01 Notice. - Formal notices, demands and communications between and among the Township and the Entity shall be in writing and deemed given if dispatched to the address set forth below by registered or certified mail, postage prepaid, return receipt requested, 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

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