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

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EXHIBIT 3 that would cause the termination of the Lease or otherwise render it unenforceable in accordance with its terms. d. No Merger. There shall be no merger of the Lease or any interest in the Lease, nor of the Leasehold interest, with the fee estate in the Property if the Lease or such interest therein, or such Leasehold estate may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Property, or any interest in such fee estate, nor shall there be such a merger by reason of the fact that all or any part of the Leasehold estate created thereby may be conveyed or mortgaged in a leasehold mortgage, deed of trust, or other security instrument to a leasehold mortgagee that shall hold the fee estate in the Development or any interest of the Landlord under the Lease. 4. Consent to Assignment, Payment of Rent. a. Landlord hereby consents to and approves the following to the extent such consents or approvals are required under the Lease: (1) Lessee's encumbering the Lease, the Leasehold and the Development by the Trust Deed and the Regulatory Agreement; possession of the Property and any Development thereon by the Department or by a receiver under the Trust Deed or the Regulatory Agreement; and sale of the Leasehold and the Development by foreclosure under the Trust Deed or transfer by deed in lieu of foreclosure; (2) Assignments to the Department or its designee of any subleases and any and all rents from such subleases; and (3) Sale or assignment of all or any part of any interest in the Leasehold to any purchaser at a foreclosure sale under the Trust Deed or to any transferee of a deed in lieu of foreclosure (such purchaser or transferee, including the Department, is collectively referred to as the "Transferee"), and to subsequent transfers without restriction (all such assignments, transfers, and subsequent transfers referred to in this Agreement as the "Transfer"). Any such Transferee, upon the Transfer of all its interest in the Development and the Leasehold, shall be relieved of all liability under the Lease accruing after date of such Transfer. b. Nothing in this Agreement, in the Trust Deed or in the Lease shall impose on the Department the obligations of Lessee under the Lease or require the Department to assume the Lease unless the Department forecloses on the Leasehold under the Trust Deed or accepts an assignment or deed in lieu of foreclose. 5. Notice of Defaults; Termination Notice. NPLH Lease Rider Page 5 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