West Orange Fourth Round HEFSP_adopted 111025_Appendices

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