NORTH HARBOR HOUSING PARTNERS, LP (CO JAMBOREE HOUSING CORPORATION)

Home Browse Search

JOINDER BY GUARANTOR The undersigned hereby joins in this Agreement in order to induce JPMorgan Chase Bank, N.A. (the "Beneficiary") to agree to the modification of the Note and hereby: (i) acknowledges the continuing validity of its Payment Guaranty dated as of March 1, 2021 (the "Payment Guaranty"), its Completion Guaranty dated as of March 1, 2021 (the "Completion Guaranty"), its Carve -Out Guaranty dated as of March 1, 2021 (the "Carve -Out Guaranty") and its Environmental Indemnity Agreement dated April 1, 2022 (the "Environmental Indemnity Agreement' and together with the Payment Guaranty, the Completion Guaranty and the Carve -Out Guaranty, collectively the "Guaranties") and represents, warrants and confirms the non- existence of any offsets, defenses or counterclaims to their obligations thereunder, and waive their right to assert any set-off, counterclaim or crossclaim of any nature whatsoever in any litigation relating to the Agreement, the Note, the Loan Agreement, the other Facility Documents, said Guaranties or otherwise with respect to the Loan (provided, however that the foregoing shall not be deemed a waiver of the right of the undersigned to assert any compulsory counterclaim maintained in a court of the United States, or of the State of California if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of the right of the undersigned to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Beneficiaries in any separate action or proceeding); (ii) reacknowledges and reaffirms all of the terms and obligations contained in said Guaranties, which shall remain in full force and effect for all the obligations of North Harbor Housing Partners LP now or hereafter owing to the Beneficiaries pursuant to the terms and conditions of the Facility Documents as amended by the Agreement and acknowledges, agrees, represents and warrants that no oral or other agreements, understandings, representations or warranties exist with respect to said Guaranties or with respect to the obligations of the undersigned thereunder, except those specifically set forth in this Joinder; (iii) represents, warrants and confirms that no material adverse change has occurred in the financial status of the undersigned since March 1, 2021, that there are no judgments against the undersigned in any of the courts of the United States and that there is no litigation, active, pending or to the knowledge of the undersigned, threatened, against the undersigned which would adversely affect the ability of each of the undersigned to pay when due any amounts which may become payable in respect of said guaranty; (iv) this Joinder may be executed in counterparts (and by different parties on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed 4877-2583-3588, v. 8