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