191-18 Exhibit.pdf

RECOGNITION AGREEMENT (Financial Agreement) This RECOGNITION AGREEMENT (“Agreement”) dated as of August ___, 2018, is made by THE TOWNSHIP OF WEST ORANGE, having its offices at 66 Main Street, West Orange, New Jersey 07052 (“Municipality”), for the benefit of TD BANK, N.A., a national banking association, having an address at 1100 Lake Street, Ramsey, New Jersey 07446 (together with its successors and assigns, “Mortgagee”). WITNESSETH WHEREAS, VALLEY ROAD RESIDENTIAL URBAN RENEWAL, LLC, a New Jersey limited liability company (the “Mortgagor”) is the owner of that certain parcel of improved real property described in Schedule A attached hereto and made a part hereof (the “Land”); WHEREAS, Mortgagee has made a construction loan to the Mortgagor in the principal amount of $18,510,000.00 (the “Loan” or the “Mortgage Amount”) in connection with a 100 unit residential building with 55 affordable units and 45 market rat units, plus one (1) superintendent unit and community center, parking and related improvements to be located on the Land in the Township of West Orange; WHEREAS, the Loan is evidenced by that certain Construction Loan Note dated as of the date hereof made by Mortgagor in favor of Mortgagee in the maximum principal amount of $18,510,000.00 (the “Note”); and WHEREAS, the Note is secured by that certain Construction Loan Mortgage and Security Agreement dated as of the date hereof made by Mortgagor in favor of Mortgagee (the “Mortgage”); and WHEREAS, Mortgagor and Municipality have entered into that certain Financial Agreement dated March 21, 2017 (together with all amendments thereto and modifications, renewals, extensions and replacements thereof, the “Financial Agreement”); and NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and as an inducement for the Mortgagee’s making of the Loan to Mortgagor, and in consideration of the benefits to be received and expected to be received by Municipality and by Mortgagor in connection therewith, the parties hereto covenant, agree, represent and warrant as follows: 1. Municipality’s Representations, Warranties and Covenants Regarding the Redevelopment Agreement. Municipality hereby represents, warrants and covenants to Mortgagee that, as of the date hereof: 7545397_2

(a) Attached hereto as Exhibit B is a true, correct and complete copy of the Financial Agreement, including all exhibits and other attachments thereto and all amendments thereto and modifications thereof, and the Financial Agreement is in full force and effect and has not been cancelled, modified, supplemented, amended, extended, renewed or terminated; (b) To the best of Municipality’s knowledge, there exists no default, breach or violation by either party under the Financial Agreement; (c) Municipality hereby consents to the Mortgage and to the perfection of the lien created thereunder upon Mortgagor’s interest in and to the Property; (d) Municipality acknowledges that Mortgagee is the mortgagee providing financing on the Property and that notices as provided for in the Financial Agreement which are to be sent to the Mortgagor shall also be sent to Mortgagee as follows: As to Mortgagee: TD Bank, National Association 1100 Lake Street Ramsey, New Jersey 07446 Attention: Thomas J. Ponticelli with a copy to: Emmet, Marvin & Martin, LLP 177 Madison Avenue Morristown, New Jersey 07960 Attention: Neil Williams, Esq. 2. Right to Foreclose. Upon the occurrence and continuance of an Event of Default (following the expiration of all applicable notice and cure periods) by Mortgagor under and as defined in the Mortgage, Mortgagee shall, subject to the terms of the Mortgage, have the right, (a) to foreclose upon, or accept a deed in lieu of foreclosure of, Mortgagor’s leasehold right, title and interest in and to the Property created thereby and thereunder, and any other real or personal property securing the Mortgage, and to exercise any other right or remedy which is available pursuant to the Mortgage or the other Loan Documents (as defined in the Mortgage), or at law or in equity, and (b) thereafter, to sell, transfer and assign the Property and any other real or personal property securing the Mortgage to any person or entity (a “Purchaser”). The Municipality’s consent to the new owner as provided in Section 9 of the Financial Agreement shall not be unreasonably withheld, conditioned or delayed. It is understood

or entity (a “Purchaser”). The Municipality’s consent to the new owner as provided in Section 9 of the Financial Agreement shall not be unreasonably withheld, conditioned or delayed. It is understood that such Purchaser, in order to get the benefits under the Financial Agreement must qualify for such benefits as provided under the New Jersey Long Term Tax Exemption Law, including any successor statutes, as same may be modified. 2

Municipality confirms that if Mortgagee or a Purchaser becomes the owner of the Property as aforesaid, then Mortgagee or such Purchaser shall succeed to all of Mortgagor’s rights and benefits under the Financial Agreement provided that Mortgagee or such Purchaser assumes the obligations of Mortgagor under the Financial Agreement. 3. Forbearance. If Mortgagee decides to foreclose upon Mortgagor’s right, title and interest in and to the Property pursuant to and subject to the terms of the Mortgage, Municipality agrees to forbear from exercising any right to terminate the Financial Agreement in order to permit Mortgagee to complete the foreclosure provided that Mortgagee diligently pursues such foreclosure and provided that Mortgagee cures any defaults that are reasonably susceptible to cure by Mortgagee. 4. Miscellaneous. (a) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its internal principles of conflicts of law. Municipality hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court in New Jersey over any action, suit or proceeding arising out of or relating to this Agreement. (b) Successors and Assigns. This Agreement, and the information contained herein, shall be binding on, and enforceable by and against, Municipality and Municipality’s successors and assigns, and this Agreement, and the information contained herein, shall inure to the benefit of, and be enforceable by Mortgagee and/or Bondholder Representative and its successors and assigns. (c) WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, MUNICIPALITY AND MORTGAGEE EACH HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, OR RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. [SIGNATURES ON NEXT PAGE] 3

SIGNATURE PAGE TO RECOGNITION AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Mortgagee: TD BANK, N.A. By:__________________________________ Name: Title: Municipality: THE TOWNSHIP OF WEST ORANGE By:__________________________________ Name: Title: ACKNOWLEDGED AND AGREED TO THIS _____ DAY OF AUGUST, 2018. VALLEY ROAD RESIDENTIAL URBAN RENEWAL, LLC, a New Jersey limited liability company By:_________________________________ Joseph Alpert, Co-Managing Member 4

EXHIBIT A DESCRIPTION OF PROPERTY

ENGINEERING SURVEYING ■ 609.497.1379 tesearch Park ENVIRONMENTAL 22 Wall Street Gtvil S Einiir{»iitieiilal ton, NJ 08540 LANDSCAPE DESIGN WWW.CEENJ.COM H^ngineering, Inc. DESCRIPTION OF LOTS 1, 7, 44, 50 & 56 BLOCK 9 TOWNSHIP OF WEST ORANGE, ESSEX COUNTY, NEW JERSEY that c^tain lot, parcel or tract of land, situated and lying in the Township of West Orange, County of Essex State of New Jersey, and being more particularly bounded and described as follows: ^ , and BEGINNING at a point situated along a northerly Right-Of-Way of Mitchell Street (50’ wide R.O W ) commonly ^ come, or Lo. 7, 9. jZ ,y a 1. North 29 degrees 30 minutes 13 seconds East, a distance of 164.84 feet to a point, thence; 2. South 62 degrees 42 minutes 47 seconds East, a distance of 19.33 feet to a point, thence; 3. North 32 degrees 04 minutes 13 seconds East, a distance of 199.34 feet to a point, thence; 4. South 57 degrees 55 minutes 47 seconds East, a distance of 179.40 feet to a point, thence; 5. South 30 degrees 37 minutes 13 seconds West, a distance of 77.34 feet to a point, thence; 6. South 35 degrees 49 minutes 13 seconds West, a distance of 28.80 feet to a point, thence; 7. South 32 degrees 53 minutes 46 seconds West, a distance of 251.99 feet to a point, thence; North 60 degrees 29 minutes 47 seconds West, a distance of 2.65 feet to a point, thence; 9. North 31 degrees 23 minutes 13 seconds East, a distance of 0.75 feet to a point, thence;

nce; North 60 degrees 29 minutes 47 seconds West, a distance of 2.65 feet to a point, thence; 9. North 31 degrees 23 minutes 13 seconds East, a distance of 0.75 feet to a point, thence; 10. North 60 degrees 28 minutes 47 seconds West, a distance of 185.25 feet to the point and place of BEGINNING, CONTAINING 67,029 Square Feet (1.54 Acres). Being in accordance with a plan entitled “Boundary Survey Plan prepared for Block 9, Lots 1, 7, 44, 50 & 56, Township oj^West Orange, Essex County, New Jersey”, prepared by TRC Engineers, Inc, dated May 27, 2015, last revised July 17, Subject to easements and restrictions of record, if any. ikL Michael T. Professional Land Surveyor. NJPLS #35820 Februai-y 26, 2018 Page 1 of 1

EXHIBIT B Financial Agreement

Financial Agreement Between the Township of West Orange, New Jersey and Valley Road Residential Urban Renewal, LLC pursuant to the Long Term Tax Exemption Law N.J.S.A 40A:20-1 et. seq., . . . . . ‘ st This Financial Agreement ("Agreement") is entered into this av day of Maven, 2017 by and between the Township of West Orange, New Jersey (the “Municipality") and Valley Road Residential Urban Renewal, LLC ("LLC") a Limited Liability Company, and duly recognized urban renewal entity, organized under the laws of the State of New Jersey. WITNESSETH WHEREAS, LLC is in the process of undertaking the construction of a housing project consisting of one hundred (100) apartment units on land located at 22-24 Central Avenue consisting of Block 9 Lots 1, 7, 44, 50 & 56 on the Municipal tax map for both low income and market rate households (the "Project"), which development, by providing such shelter, serves an important public purpose and benefit to all of the citizens of the Municipality; © and WHEREAS, LLC has applied to the Mayor and Municipal Council (the “Application") and the Mayor and Municipal Council of West Orange have resolved to exempt the Project from real property taxation in accordance with the Long Term Tax Exemption Law, as amended or supplemented in the future. N.J.S. A. 40A:20-1 et. seq. {the "Law"); and WHEREAS, the Municipality and LLC have agreed that in lieu of Property taxes on the improvements to be situated on Block 9 Lots 1, 7, 44, 50 & 56 as shown on the official tax map of the Township of West Orange, the Municipality shall impose upon LLC, an annual service charge as hereinafter provided; and WHEREAS, the Municipality and LLC desire to enter into this Financial Agreement to set forth in writing their respective rights and obligations pursuant to the provisions of the Law. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto agree as follows: 1. Controlling Law: This agreement shall be governed by the provisions of the Law. It is expressly understood and agreed that the Township relies upon the facts, data, and representations ROS:864175.1/1e0056-240825