Item HA 03 - Subordination Agreement and Lease Rider for FX Residences

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EXHIBIT 3 appurtenances, easements, and articles of property now or hereafter affixed to, placed upon or used in connection with such real property and owned by Lessee or in which Lessee has an interest, together with all additions to, substitutions for, changes in our replacements of the whole or any part of said articles of property (collectively, the "Improvements."). Collectively, the Property and the Improvements are hereinafter sometimes referred to as the Development (the "Development"); D. The Department has agreed to loan an amount not to exceed Three Million Six Thousand Five Hundred Sixty Seven and No/100 Dollars ($3,006,567.00) (the "Loan") to Lessee to finance the Development, in part, pursuant to the No Place Like Home Program ("NPLH"). The Loan is subject to numerous terms and conditions, including without limitation, the execution and delivery of this Agreement; E. As a further condition of the Loan and pursuant to the requirements of the Program, Lessee and the Department have entered into a Regulatory Agreement, including any amendments thereto (the "Regulatory Agreement"), governing the use, occupancy, operation, management and ownership of the Development. Landlord and Lessee hereby waive any such provisions of the Lease in conflict with or which would frustrate Lessee's compliance with the Regulatory Agreement in favor of the terms of the Regulatory Agreement. F. The Loan will be evidenced by the Promissory Note (the "Note") from Lessee and secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Trust Deed") on Lessee's interests in the Property; and G. Lessee and Landlord have requested that the Department accept the Lease as security for the Loan. In order to induce the Department to make the Loan, Landlord and Lessee have agreed to enter into and record this Agreement for the benefit of the Department, its successors, and assigns. H. This Agreement amends, and is made part of, the Lease. As a result, this Agreement encumbers the Development and must be recorded on the Property. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter contained, the Department, Lessee and Landlord hereby agree as follows: 1. Leasehold. As used herein, "Leasehold" means all of Lessee's interest in the Property described in Exhibit A, in the Development, in the Improvements now or hereafter located on the Property, all options contained in the Lease or granted in connection with the Lease, all other rights of Lessee under the Lease, and all subleases entered into in connection with the Lease (the "Subleases"). 2. Representations and Warranties of Landlord. Landlord hereby represents and NPLH Lease Rider Page 2 of 17 Rev:7/16/2024 Prep: 6/1/2026 Dev: Francis Xavier Residence Assessor's Identification Number:398-303-04,398-303-05,398-303-06 and 398-303-07 Loan No.: 18-NPLH-12673