191-18 Exhibit.pdf

(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