Township Council Meeting — Packet

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 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

n 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. Municipal Clerk Joe Krakoviak Council President Adopted: September 8, 2025 4 55246/0018-51196376v5