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below (as amended, the `Bank Deed of Trust") for the benefit of Bank, to secure that certain
<br />Promissory Note (Tax Exempt) dated as of April 1, 2023 in the original principal amount of
<br />$19,000,000, as amended by that certain Modification Agreement (Tax -Exempt) dated as of March
<br />15, 2023 and the Modification Agreement (Supplemental Issuance) (as amended, the "Tax -Exempt
<br />Note") and that certain Promissory Note (Taxable) dated as of April 1, 2023 in the original principal
<br />amount of $13,700,000 as amended by that certain Modification Agreement (Taxable) dated as of
<br />March 15, 2023 and the as amended by the Modification Agreement (Supplemental Issuance) (as
<br />amended, the "Taxable Note", and together with the Tax -Exempt Note, the "Bank Note"), and a
<br />UCC-I Financing Statement in favor of Bank ("Bank UCC") recorded concurrently with the Bank
<br />Deed of Trust. The Bank Deed of Trust encumbers, among other things, the real property more
<br />particularly described in Exhibit A attached to this Agreement (the "Land"). The Land, together
<br />with all improvements now or hereafter located on the Land and all fixtures and personal property
<br />located on the Land and encumbered by any of the Recorded Items (as defined below) are referred
<br />to, collectively, as the "Pro e ."
<br />B. In connection with the issuance of the Bonds, Borrower executed a Regulatory
<br />Agreement and Declaration of Restrictive Covenants (the "Bond Regulatory Agreement') recorded
<br />in the Official Records on April 1, 2021 as Instrument No. 2021000224388, as amended by that
<br />certain First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants
<br />recorded in the Official Records on November 13, 2023 as Instrument No. 2023277028 (as amended,
<br />the "Bond Regulatory Agreement').
<br />C. Issuer agreed to issue and Bank has agreed to purchase those certain Multifamily
<br />Housing Revenue Bonds (North Harbor Village) 2023 Series A in an aggregate principal amount not
<br />to exceed $8,037,572 (the "Supplemental Tax -Exempt Bonds") pursuant to that certain First
<br />Supplement to Master Pledge and Assignment dated as of November 1, 2023 (the "First Sup lep meet
<br />to Master Pledge"), and in connection with the First Supplement to Master Pledge, the Borrower and
<br />the Bank entered into that certain Modification Agreement dated as ofNovember 1, 2023, recorded
<br />in the Official Records on November 13, 2023 as Instrument No. 2023000277029 (the "Modification
<br />Agreement (Supplemental Issuance)"), pursuant to which the Borrower and Bank agreed to increase
<br />the maximum principal amount of the Tax -Exempt Note to $27,037,572, to reduce the maximum
<br />principal amount of the Taxable Note to $8,913,936, and to increase the maximum principal amount
<br />of Bank Loan in the Bank's Loan Documents and secured by the Deed of Trust to $35,951,508.
<br />D. Junior Lender made a loan to the Borrower in the original principal amount of
<br />$1,687,047 (the "Junior Loan") pursuant to that certain Loan Agreement dated as of April 20, 2021
<br />by and between the Junior Lender and Borrower dated as of April 20, 2021 and recorded in the
<br />Official Records as Instrument No. 2021000285576 (the "Junior Loan Agreement"). The Junior
<br />Loan is evidenced by that certain City CDBG Loan Note Secured by Deed of Trust to the City of
<br />Santa Ana, dated as of April 20, 2021(the "Junior Note") and secured by that certain CDBG Deed of
<br />Trust and Assignment of Rents, dated April 20, 2021, and recorded on April 28, 2021 in the Official
<br />Records as Instrument No. 2021000285575 (the "Junior Deed of Trust"). Junior Lender and
<br />Borrower also executed those certain Affordability Restrictions on Transfer of Property dated April
<br />—2—
<br />Subordination Agreement (City Loan) North Harbor Village
<br />4865-1649-6244, v. 5
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