JAMBOREE HOUSING CORPORATION (2)

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(e) Bank would not make the Loan to Borrower absent the execution of this Agreement by Subordinating Party; (f) Bank has no duty to disclose to Subordinating Party any facts Bank may now know or hereafter know about Borrower or the partners or successors of Borrower, regardless of whether (1) Bank has reason to believe that any such facts may increase materially the risk beyond that which Subordinating Party intends to assume, (ii) Bank may have reason to believe that such facts are unknown to Subordinating Party, or (iii) Bank has a reasonable opportunity to communicate such facts to Subordinating Party, it being understood and agreed that Subordinating Party is fully responsible for being and keeping informed of the financial condition of Borrower and/or any partners or successors of Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of Borrower to Bank described in this Agreement; (g) Subordinating Party has made such independent legal and factual inquiries and examinations as Subordinating Party deems necessary or desirable, and Subordinating Party has relied solely on said independent inquiries and examinations in entering into this Agreement; (h) The Subordinating Party's Loan Documents as described in Exhibit "B" attached hereto are all of the documents evidencing, securing or pertaining to Subordinating Party's Loan, true, correct and complete copies thereof have been delivered to Bank and the Subordinating Party's Loan Documents have not been amended or modified except as reflected thereon; (i) As of the date set forth above, the Subordinating Party has no offset, defense, deduction or claim against Borrower under any of the Subordinating Party's Loan Documents, Borrower is not in default under any of the Subordinating Party's Loan Documents and the Subordinating Party knows of no event that has occurred or is continuing which, with the passage of time or the giving of notice, or both would constitute a default under any of the Subordinating Party's Loan Documents; Q) Each and every covenant, condition and obligation contained in the Subordinating Party's Loan Documents required to be performed or satisfied as of the date hereof, and each and every matter required to be approved the Subordinating Party as of the date hereof, has been satisfied and/or approved and/or waived as applicable, including, without limitation, all conditions precedent to Borrower's right to commence construction of the Improvements, all of which conditions have been satisfied and/or approved and/or waived, as applicable, as of the date set forth above; (k) Under Subordinating Party's Loan Documents, Borrower is not obligated to commence construction of the Improvements until ///[January 1, 2019]///, and construction of the Improvements need not be completed until ///[November 1, 20201///, subject to extension for force majeure; (1) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, (i) the limited partner in Borrower shall have the right at any time and from time to time, without the approval or consent of the Subordinating Party, to assign, sell or otherwise transfer to any third party its limited partnership interest in Borrower, provided that Borrower provides notice to the Subordinating Party of such assignment, sale or transfer concurrently with such assignment, sale or transfer, and (ii) the general partner in Borrower shall have the right, without the approval or consent of the Subordinating Party, to pledge or otherwise encumber its partnership interest in Borrower to Bank and the foreclosure of such pledge by Bank shall not cause an event of default under the Subordinating Party's Loan Documents; (m) Notwithstanding anything stated to the contrary in the Subordinating Party's Loan Documents, Subordinating Party's interest in the plans and specifications and all data, drawings, contracts and agreements relating thereto and all contracts and agreements relating to the construction of the Improvements shall be subject and subordinate to Bank's interest in the same; -6- 4821-4251-8639v.4 0096250-000012