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Funding Agreement dated as of October 1, 20I9 .(the "Construction Funding Agreement") regarding the manner in which the improvements at the Property will be completed and paid for. F. Citibank, N.A. (together with its successors and assigns, "Servicer"), will act as the initial servicer of the Senior Loan. G. Subordinate Lender is making a loan (the "Subordinate Loan") to Borrower in the original principal amount of $3,500,000, which Subordinate Loan is evidenced by a certain note dated as of the date hereof made by Borrower to Subordinate Leader (the "Subordinate Note") and secured by the Subordinate Security Instrument (as hereinafter defined) encumbering the Property, and will be advanced to Borrower pursuant to that certain Loan Agreement (the "Subordinate Loan Agreement" dated as of the date hereof between Borrower and Subordinate Lender. H. Senior Lender requires that Subordinate Lender execute and deliver this Agreement as a condition to Senior Lender's approval of the making of the Subordinate Loan and the granting of the Subordinate Security Instrument by Borrower. NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the making of the Senior Loan and to induce Senior Lender to consent to the Junior Loan and the Junior Security Instrument, Junior Lender hereby agrees as follows: 1. Definitions. In addition to the terms defined in the Recitals to this Agreement, for purposes of this Agreement the following terms have the respective meanings set forth below: "Affiliate" means, when used with respect to a Person, any corporation, partnership, joint venture, limited liability company, limited liability partnership, trust or individual controlled by, under common control with, or which controls such Person (the term "control" for these purposes shall mean the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of 50% or more of the equity interests). "Borrower" means the Person named as such in the first paragraph of this Agreement and any other Person (other than the Senior Lender) who acquires title to the Property after the date of this Agreement. "Business Day" means any day other than Saturday, Sunday or a day on which Senior Lender is not open for business. "Covenants" means, collectively, (i) that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof by and between Subordinate Lender and Borrower recorded concurrently herewith in the Official Records and (ii) that certain Notice of REV: 06-24-2020 PR ATTY/AGR.2020.105/353 Main Street Apartments, LP & Citibank, N.A. (Page 3 of 18)