191-18 Exhibit.pdf

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