ORANGE COUNTY HOUSING FINANCE TRUST (2)

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Agreement"), OCHFT has made or is making a loan to Borrower in the maximum principal amount of Two Million Four Hundred Eighty Thousand Thirty Dollars ($ 2,480,030) ("OCHFT Loan"). The OCHFT Loan is secured by an OCHFT Deed of Trust dated as of March 23, 2023 ("OCHFT Deed of Trust") encumbering all or a portion of the Mortgaged Property. In connection with the OCHFT Loan, Borrower and OCHFT have entered into that certain Amended and Restated Rent Limitation and Regulatory Agreement by and between Borrower and City to be recorded with the Recording Office on or about the date hereof (the "OCHFT Regulatory Agreement"). AGREEMENT 1. Subordination. 1.1 The City Deed of Trust, and any and all renewals, modifications permitted hereunder, extensions, or protective advances (including those costs to cure Borrower's default) thereunder (including interest thereon), is and will remain at all times, a lien, claim, or charge on the Property prior and superior to the OCHFT Deed of Trust. OCHFT acknowledges that it has had an opportunity to review the City Loan Documents, and OCHFT intentionally subordinates the lien of the OCHFT Deed of Trust to the City Deed of Trust. 1.2 The City Regulatory Agreement, and any and all renewals, modifications permitted hereunder, extensions, or protective advances (including those costs to cure Borrower's default) thereunder (including interest thereon), is and will remain at all times, a lien, claim, or charge on the Property prior and superior to the OCHFT Regulatory Agreement. OCHFT acknowledges that it has had an opportunity to review the City Regulatory Agreement, and OCHFT intentionally subordinates the OCHFT Regulatory Agreement to the City Regulatory Agreement. 2. Amendments Require Consent. OCHFT agrees that it will not amend or modify the OCHFT Loan Documents to shorten the maturity date, increase the principal amount, accelerate the repayment schedule (excluding any acceleration of the OCHFT Note due to Borrower's default) or increase the interest rate payable under the OCHFT Loan Documents without City's prior written consent. City agrees that it will not amend or modify the City Loan Documents to shorten the maturity date, increase the principal amount, accelerate the repayment schedule (excluding any acceleration of the OCHFT Note due to Borrower's default) or increase the interest rate payable under the City Loan Documents without OCHFT's prior written consent. 3. Notice and Cure Rights. 3.1 Definitions: For purposes of this Section 31 the following capitalized words and terms shall have the following meanings. "Cure Period" means a period of a ninety (90) consecutive days from the giving of a Default Notice. "Defaulted Lender" means the party giving a Default Notice. 2