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

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allowed by the laws of any state or country shall be interposed in any action or proceeding hereon unless such defense is either given or allowed by the laws of such jurisdiction. 10. Jurisdiction and Venue. Borrower hereby submits, for itself and its property, to the nonexclusive jurisdiction of any United States Federal or State court sitting in Orange County, California, and any appellate court in such jurisdiction, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties agrees that all claims in respect of any such action or proceeding may (and any such claims, cross -claims or third party claims against Bond Purchaser may only) be heard and determined in such State or, to the extent permitted by law, in such Federal court. Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Bond Purchaser may otherwise have to bring any action or proceeding relating to this Agreement against Borrower or its properties in the courts of any jurisdiction. Borrower waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this Section. Borrower hereby waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court 11. Successors and Assigns. This Agreement is binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. 12. No Partnership or Course of Dealing. Nothing in this Agreement, or any Facility Document is intended to or shall be deemed to create any rights or obligations of partnership, joint venture, or similar association among the parties hereto. Bond Purchaser has entered into this Agreement on the express understanding with Borrower that in entering into this Agreement, Bond Purchaser is not establishing any course of dealing with the Borrower. 13. Severability. If any term, covenant, provision or condition of this Agreement, the Loan Agreement, the Note, the Security Instrument or any of the other Facility Documents shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such term, covenant, provision or condition. 14. Countemarts; Electronic Execution. This Agreement 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 counterpart of a signature page of this Agreement by emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart. The words "executed", "signed", "signature", "delivery" and words of like import in this Agreement shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper -based recordkeeping system, as the case may be, and as 7 4877-2583-3588, v. 8