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3. A Hazardous Substances Certificate and Indemnity Agreement dated as of July 29, 2024 (the "Bank Hazardous Substances Agreement") by and between the Community Bank of the Bay, as lender, and the Borrower, recorded in the Official Records as Instrument No. 2024- 040117; The Bank Deed of Trust, the Bank Assignment of Rents, and the Bank Hazardous Substances Agreement are collectively referred to herein as the "Bank Documents"; and B. WHEREAS, City is making, substantially contemporaneously with the making of this RSA, a permanent mortgage loan to Borrower ("City Loan"). The City Loan is evidenced by a Promissory Note from the Borrower to City in the face amount of One Million and One Hundred Ninety Nine Thousand Nine Hundred Ninety Nine Dollars ($1,199,999) secured by a Deed of Trust. The Deed of Trust was executed by Borrower, as Trustor, to First American Title Insurance Company, as Trustee, in favor of City, as Beneficiary, and is entitled "Deed of Trust, Assignment of Rents, Security Agreement and.Fixture Filing" dated June 6, 2025 (the "City Deed of Trust") to be recorded in the Official Records• substantially contemporaneously with this RSA, which will be subordinate to the Bank Deed of Trust. The Project shall also be regulated and encumbered by a Regulatory Agreement executed by Borrower and City entitled "Regulatory Agreement and Declaration of Restrictive Covenants, Conditions and Restrictions Restricting Use of Property for Affordable Housing" dated as ofJune ,6x 2025 (the "City Regulatory Agreement") to be recorded in the Official Records substantially contemporaneously with this RSA. The City Deed of Trust and the City Regulatory Agreement are collectively referred to herein as the "City Documents"; and C. WHEREAS, it is a condition precedent to City making the City Loan that the City Regulatory Agreement have priority over the,Bank Documents; and D. WHEREAS, it is beneficial to all parties that City make the City Loan, and the parties are willing to subordinate the Bank Documents to the City Regulatory Agreement as described in Recital C in order that the City Loan be made. NOW THEREFORE, in consideration of the foregoing and other consideration the receipt and sufficiency of which are hereby acknowledged, and in order to induce City to make the City Loan, the parties hereto agree as follows: 1. Subordination of Bank Documents. a. The Bank and Borrower hereby unconditionally subordinate the Bank Documents to the City Regulatory Agreement, including all extensions and modifications made thereunder; so long as such extensions and modifications to the City Regulatory Agreement do not change the debt burden of the Borrower. Hereafter, the City Regulatory Agreement shall unconditionally be, and remain at all times, liens and encumbrances on the Project prior and superior to the encumbrances of the Bank Documents and to all rights and privileges of the parties thereunder, and the liens and encumbrances of the Bank Documents together with all rights and privileges of the parties thereunder shall hereby be subject to and made subordinate to the liens and encumbrances of the City Regulatory Agreement. In the event of a lawful judicial or non judicial foreclosure of the Bank Documents, the City Regulatory Agreement shall remain in full force and effect. REV: 05-28-25 LF ATTV/ArR 9n95 11R/HEART-R\/ (Ruhnrdinatinn Aoraement - Rank to RWC) (Pane 2 of 9)