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Funding Agreement dated as of the date hereof (the "Construction Funding Agreement")
<br />regarding the manner in which the improvements at the Property will be completed and paid for.
<br />F. Junior Lender is making a loan (the "Junior Loan") to Borrower in the original
<br />principal amount of $1,199,869, which Junior Loan is evidenced by that certain City Loan Note,
<br />dated as of the date hereof, made by Borrower to Junior Lender (the "Junior Note") and secured
<br />by, the Junior Security Instrument (as hereinafter defined) encumbering the Property, and will be
<br />advanced to Borrower pursuant to that certain Loan Agreement (the "Junior Loan Agreement")
<br />dated as of the date hereof between Borrower and Junior Lender.
<br />G. As a condition to the making of the Senior Loan, Senior Lender requires that
<br />Junior Lender execute and deliver this Agreement prior to the malting of the Junior Loan and the
<br />granting of the Junior Security Instrument by Borrower.
<br />NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the
<br />making of the Senior Loan and to induce Senior Lender to consent to the Junior Loan and the
<br />Junior Security Instrument, Junior Lender hereby agrees as follows:
<br />1. Definitions. Capitalized terms used but not defined in this Agreement shall have
<br />the meanings ascribed thereto in the Senior Security Instrument. As used in this Agreement, the
<br />terms set forth below shall have the respective meanings indicated:
<br />"Bankruptcy Proceeding" means any bankruptcy, reorganization, insolvency,
<br />composition, restructuring, dissolution, liquidation, receivership, assignment for the benefit of
<br />creditors, or custodianship action or proceeding under any federal or state law with respect to
<br />Borrower, any guarantor of any of the Senior Indebtedness, any of their respective properties, or
<br />any of their respective partners, members, officers, directors, or shareholders.
<br />"Casualty" means the occurrence of damage to or loss of any of the Property by fire or
<br />other casualty.
<br />"Condemnation" means any proposed or actual condemnation or other tatting, or
<br />conveyance in lieu thereof, of all or any part of the Property, whether direct or indirect.
<br />"Enforcement Action" means any exercise of any of Junior Lender's remedies under the
<br />Junior Security Instrument or any of the other Junior Loan Documents, including, without
<br />limitation, any of the following: (i) the acceleration of all or any part of the Junior Indebtedness,
<br />(ii) the commencement of any judicial or non judicial action of proceeding to enforce any
<br />obligation of Borrower under any of the Junior Loan Documents, collect any monies payable to
<br />Borrower or have a receiver appointed to collect any monies payable to Borrower, or foreclose
<br />the lien(s) created by the Junior Security Instrument, (iii) the filing or joining in the filing of any
<br />involuntary Bankruptcy Proceeding against Borrower or any person or entity which owns a
<br />direct or indirect interest in Borrower, (iv) the advertising of or commencement of any
<br />foreclosure or trustee's sale proceedings, (v) the exercise of any power of sale, (vi) the
<br />acceptance of a deed or assignment in lieu of foreclosure or sale, (vii) the collecting of Rents,
<br />(viii) the obtaining of or seeking of the appointment of a receiver, (ix) the seeking of default
<br />interest, (x) the taking of possession or control of any of the Property, (xi) the commencement of
<br />Subordination and lnwereditor Agreement (HOME) 2 The Guest House
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