207-25 Resolution Acknowledging Assignment of Green Essex Financial Agreement - WO Draft-51196376-v5.doc

207-25 September 8, 2025 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE ACKNOWLEDGING AND AUTHORIZING THE ASSIGNMENT OF THE FINANCIAL AGREEMENT FROM GREEN ESSEX PARTNERS URBAN RENEWAL, LLC TO STONEHILL URBAN RENEWAL LLC WHEREAS, the Mayor and Township Council (the "Governing Body") of the Township of West Orange (the "Township"), adopted Resolution 249-20 on December 15, 2020 designating, Block 155, Lots 40.02 (100 Executive Drive), 41.02 (10 Rooney Circle), and 42.02 (200 Executive Drive) as an "area in need of redevelopment" (the "Redevelopment Area") pursuant to the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the "Redevelopment Law"); and WHEREAS, in accordance with the Redevelopment Law, the Township adopted Ordinance 2632-21 on February 9, 2021 enacting a redevelopment plan for the Redevelopment Area entitled "Executive Drive - Rooney Circle Redevelopment Plan" (as further amended and supplemented from time to time, the "Redevelopment Plan"); and WHEREAS, the Township and Green Essex Partners Urban Renewal, LLC ("Redeveloper"), entered into a redevelopment agreement, dated March 10, 2021 (the "Redevelopment Agreement"), pursuant to which Redeveloper would merge Lots 40.02 and 42.02 to develop up to 425 rental apartments, including up to 64 affordable units (not less than 15 percent of the total number of units constructed) and 361 market rate units, amenity space including a pool, landscaped courtyard and an on grade landscaped park area, as well as construction and conveyance to the Township of a Public Dog Park and construction of a Library upon Lot 41.02 to be conveyed to the Township (the "Project"); and WHEREAS, In furtherance of the Project, on March 10, 2021, the parties entered into a financial agreement, pursuant to N.J.S.A. 40A:20-1 et seq. (the "Exemption Law") for the residential development portion of the Project of Block 155, Lots 40.02 and 42.02 (the "Residential Development"), providing for the Township's issuance of bonds pursuant to that certain bond agreement dated March 18, 2022 (the "Bond Agreement") in an aggregate principal amount not to exceed $4,500,000 (the "Bonds"), pursuant

ip's issuance of bonds pursuant to that certain bond agreement dated March 18, 2022 (the "Bond Agreement") in an aggregate principal amount not to exceed $4,500,000 (the "Bonds"), pursuant to the Redevelopment Area Bond Financing Law, N.J.S.A. 40A:12A-64, et seq. (the "RAB Law"), and tax exemption in payment in lieu of taxes to secure the Bonds as well as pay municipal revenue to the Township (the "Financial Agreement"); and WHEREAS, Redeveloper has completed construction of the Project, including the Residential Development consisting of the construction of 423 residential dwelling units, of which 359 are market rate and 64 are be low- and moderate-income units, located upon the consolidated Block 155, Lot 42.03 (the "Property"), as evidenced by the Certificate of Completion issued by the Township on December 12, 2024, recorded on January 8, 2025 in the Office of Essex County Register as Instrument Number 2025001488 (the "Certificate of Completion"); and WHEREAS, Redeveloper has entered into an agreement with SREF REIT Acquisitions LLC, which is a wholly owned by Sentinel Real Estate Fund Holding, LLC ("Sentinel"), to convey the Property to Stonehill Urban Renewal LLC, which is also wholly owned by Sentinel ("Stonehill"), and to assign the Financial Agreement from Redeveloper to Stonehill; and WHEREAS, Section 9.01 of the Financial Agreement provides that the Township, on written application: "will consent to a sale of the Project (or a portion thereof) and the transfer of this Agreement (as pertaining to a portion of the Project) to another "Entity" (as such term is defined in the Financial Agreement) provided that: (a) in the event that the Project or relevant portion thereof has not been completed, the transferee Entity shall have demonstrated to the reasonable satisfaction of the Township that it possesses the experience and capitalization necessary to complete the Project (or relevant portion thereof), which determination shall not be unreasonably withheld; (b) the transferee Entity does not own any other Project subject to long term tax exemption at the time of transfer; (c) the transferee Entity is formed and eligible to operate under the Exemption Law; (d) the Entity is not then in

ject subject to long term tax exemption at the time of transfer; (c) the transferee Entity is formed and eligible to operate under the Exemption Law; (d) the Entity is not then in Default of this Agreement or in violation of Applicable Law; (e) the Entity's obligations under this Agreement are fully assumed by the transferee Entity; (f) the transferee Entity abides by all terms and conditions of this Agreement including, without limitation, the filing of an application pursuant to N.J.S.A. 40A:20-8, and any other terms and conditions of the Township in regard to the Project; and (g) no Annual Service Charge is due and owing by the Entity."; and WHEREAS, Redeveloper and Stonehill have demonstrated to the Township that all of the above conditions have been satisfied, and more specifically: (a) is not applicable as the Project is complete, as evidenced by the Certificate of Completion; (b) Stonehill does not currently and will not own any other project subject to a long term tax exemption at the time of transfer; (c) Stonehill will be an urban renewal entity formed and eligible to operate under the Exemption Law; (d) Redeveloper is not in Default under the Financial Agreement or in violation of Applicable Law; (e) Stonehill has agreed to fully assume all of Redeveloper's obligations under the Financial Agreement; (f) Stonehill has agreed to abide by all terms and conditions of the Financial Agreement and any other terms and conditions of the Township in regard to the Project, provided Stonehill shall not be required to file a new application pursuant to N.J.S.A. 40A:20-8 because the Project is Complete; and (g) no Annual Service Charge is due and owing by the Redeveloper. WHEREAS, accordingly, all conditions having been met, based upon which the Township has agreed under the Financial Agreement it will consent to the assignment and transfer of the Financial Agreement, and the Council hereby seeks to acknowledge the approval of the transfer and assignment of all of the rights, title and interests of Redeveloper in and to the Financial Agreement to Stonehill in connection with Redeveloper's sale and transfer of the Property to Stonehill, to fully assume all of

s, title and interests of Redeveloper in and to the Financial Agreement to Stonehill in connection with Redeveloper's sale and transfer of the Property to Stonehill, to fully assume all of Redeveloper's rights and obligations thereunder, and the tax exemptions granted pursuant to the Financial Agreement shall inure to Stonehill; and WHEREAS, there are no defaults or breaches on the part of Redeveloper under the Financial Agreement, and to the Township's knowledge, no event has occurred which, with the passage of time, the giving of notice, or both, would constitute a default or breach under the Financial Agreement, and the Township has no present right to cancel or terminate the Financial Agreement under the terms thereof, and the Financial Agreement is currently in full force and effect to the extent not expressly amended herein; and WHEREAS, for avoidance of doubt, the Parties desire to confirm with respect to permanent financing that under Section 9.04 of the Financial Agreement the Entity has the right, to the extent permitted by the Long Term Tax Exemption Law, to encumber and/or assign its fee title to the Land and/or Improvements for purposes of permanent mortgage financing or other secured financing with respect to the Project; and WHEREAS, the Township acknowledges that the Entity's and/or its affiliates' rights to obtain secured permanent financing and assign, pledge, hypothecate or otherwise transfer its rights under the Financial Agreement and/or its interest in the Project to one or more secured parties or any agents therefor as security for obligations of the Entity, and/or its affiliates, incurred in connection with such secured financing, pursuant to 8.04; and. WHEREAS, further pursuant to Section 8.04(b), if the Entity shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Entity, its assignee, designee or successor, within the period provided for herein, before exercising any remedy against the Entity hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any

rovided for herein, before exercising any remedy against the Entity hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than 15 days from the date of such notice to the Secured Parties with regard to a Default involving the payment of money by the Entity and 90 days from the date the Entity was required to cure any other Default; and. WHEREAS, in the absence of a Default by the Entity, the Township agrees to consent to any collateral assignment by the Entity to any Secured Party or Secured Parties of its interests in this Financial Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township's right to payment from the Entity, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement; and WHEREAS, pursuant to Section 8.04(d), the Financial Agreement is not intended to limit any rights of a Secured Party under N.J.S.A. 55:17-1 et seq. NOW, THEREFORE, BE IT RESOLVED, by the Council of the Township of West Orange as follow: (a) The foregoing recitals are incorporated by reference as if repeated herein, and the Financial Agreement shall remain in full force and effect, to the extent not expressly amended herein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Financial Agreement. (b) the Council does hereby acknowledge and approve the assignment of the Financial Agreement from Redeveloper to Stonehill in connection with the transfer of the Property from Redeveloper to Stonehill. (c) The Mayor is authorized to take any other action and/or sign any other documents needed to effectuate the purposes of this Resolution. (d) through and including the date hereof, Redeveloper has fully and timely satisfied, performed and complied with all obligations, covenants, conditions and requirements under the Financial Agreement and all related project

te hereof, Redeveloper has fully and timely satisfied, performed and complied with all obligations, covenants, conditions and requirements under the Financial Agreement and all related project documents, approvals, ordinances, resolutions, and agreements to which the Township and Redeveloper are parties or which govern the Project (collectively, the "Project Documents"). The Township further certifies that no sums due from Redeveloper are past due, no written notice of default to Redeveloper remains outstanding or uncured, and no event or condition exists which, with the passage of time or the giving of notice, would constitute a default by Redeveloper under the Financial Agreement or any Project Document. (e) The Township hereby acknowledges and agrees that: (i) the Pledged Annual Service Charge payable under the Financial Agreement is pledged and used solely as security for the payment of the Bonds, as described in Section 4.1 of the Bond Agreement, and the Township's assignment of its rights in and to the Pledged Annual Service Charge to the Purchaser is made for that purpose; and (ii) except for the obligations expressly set forth in the Financial Agreement and the Redevelopment Agreement, neither the Redeveloper nor Stonehill shall have any obligation under the Bond Agreement to pay principal, redemption price or interest on the Bonds, to provide credit enhancement, or to perform any obligation of the Township thereunder, and there shall be no recourse to the Redeveloper or Sentinel with respect to the Bonds or the Bond Agreement. As used in this clause (d), capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Financial Agreement, the Redevelopment Agreement, or the Bond Agreement (including any amendments or supplements thereto). Karen J. Carnevale, R.M.C. Joe Krakoviak Municipal Clerk Council President Adopted: September 8, 2025