3 - LOAN AGREEMENT FOR AMCAL_2018-01-16

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Subordination Agreement (Affordable) Page 2 (First Street Apartments) Housing Asset Fund of the Subordinate Lender to Borrower and to allow the Subordinate Loan to be secured by a mortgage lien against the Mortgaged Property. D. Upon satisfaction of all conditions set forth in the Senior Loan Agreement, the Senior Loan will convert (“Conversion”) to a Permanent Loan, as defined in the Senior Loan Agreement E. Senior Lender has agreed to permit the Subordinate Loan and to allow the subordinate mortgage lien against the Mortgaged Property subject to all of the conditions contained in this Agreement. F. Subordinate Lender has agreed to subordinate the Subordinate Loan and the Subordinate Loan Documents, as defined herein, to the Senior Loan and the Senior Loan Documents, as defined herein, with the specific exclusion of the Affordability Restrictions, as defined herein. AGREEMENTS: NOW, THEREFORE, in order to induce Senior Lender to permit the Subordinate Loan to Borrower and to allow a subordinate mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, Subordinate Lender and Borrower agree as follows: 1. Recitals. The recitals set forth above are incorporated herein by reference. 2. 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, and in all cases any other Person that holds fifty percent (50%) or more of the ownership interests in such Person. “Affordability Restrictions” means the Affordability Restrictions on Transfer of Property [of even date herewith] by and between the Borrower and Subordinate Lender, which shall be specifically excluded from the terms, covenants or conditions of this Agreement. “Borrower” means the Person named as such in the first paragraph on page 1 of this Agreement, any successor or assign of Borrower, including without limitation, a receiver, trustee or debtor- in-possession and any other Person (other than Senior Lender) who acquires title to the Mortgaged Property after the date of this Agreement. “Business Day” means any day other than (a) a Saturday, (b) a Sunday, (c) a day on which Senior Lender or Subordinate Lender is not open for business, or (d) a day on which the Federal Reserve Bank of New York is not open for business. EXHIBIT 4 3-140