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

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3. Conditions. The effectiveness of each and all of the modifications and amendments contained herein is subject to the satisfaction of each of the following conditions precedent: (a) Bond Purchaser shall have received a fully executed original of this Agreement executed by Borrower, and acknowledged by the Issuer and the Joinder attached hereto executed by the Guarantor on or before November 8, 2023, time being of the essence. (b) All internal and external costs and expenses incurred by the Bond Purchaser in connection with this Agreement and the Bond Purchaser's outside counsel fees shall have been paid. (c) Bond Purchaser shall have received all additional certificates, modification agreements or other documentation required by the Issuer or its bond counsel in connection with First Supplement to Master Pledge and the amendments hereunder and the corresponding amendments to the Bonds. (d) Bond Purchaser shall have received an opinion of Bond Counsel that interest under the Supplemental Tax -Exempt Bonds is exempt from federal taxation. (e) The City of Santa Ana, the Orange County Housing Finance Trust and U.S. Bank National Association, as successor by merger to MUFG Union Bank, N.A., as subordinate lenders, have each executed a Joinder hereto acknowledging that its loan remains subordinate to the Loan. (f) Bond Purchaser shall have received an acceptable endorsement to its Title Policy insuring the continued lien priority of the Security Instrument, as modified by this Agreement. (g) Bond Purchaser shall have received a copy of the executed Sponsor Development Advance Note in form and substance acceptable to Bond Purchaser. (h) Bond Purchaser shall have received a copy of an executed amendment to the Borrower's Governing Agreement in form and substance acceptable to Bond Purchaser in which the Investor Entity: (i) consents to the extension of the repurchase trigger dates set forth in Section 5.08 of Borrower's Governing Agreement such that the repurchase obligations thereunder shall not be triggered by reason of the construction of the Project being completed by the Completion Date, as amended by this Agreement, and (ii) increasing the amount of the capital contributions to be funded by the Investor Entity on or prior to the Conversion Date pursuant to Borrower's Governing Agreement by $3,388,232. 4. Unconditional Obligation; Entire Understanding. The Borrower's obligations under this Agreement, the Note, the Loan Agreement, the Security Instrument and the other Facility Documents are absolute and unconditional and are valid irrespective of any other agreement or circumstance which might otherwise constitute a defense to the obligations under this Agreement, the Note, the Security Instrument or the other Facility Documents or to the 5 4877-2583-3588, v.8