Township Council Meeting — Packet

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 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,

ecured 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 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. 3 55246/0018-51196376v5