SENIOR LOAN GAP NOTE

Exhibit 10.12

SENIOR LOAN GAP NOTE

$10,475,000.00    March 7, 2019

For value received, 110 XXXXXXX PROPERTY INVESTORS III, LLC, a Delaware limited liability company, having an address at c/o Savanna, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Borrower”), promises to pay to INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership, at its at its address at c/o Invesco Real Estate, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 (together with its successors and assigns “Lender”), or at such place as the holder hereof may from time to time designate in writing, the principal sum of TEN MILLION FOUR HUNDRED SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($10,475,000.00), in lawful money of the United States of America, with interest on the unpaid principal balance from time to time outstanding to be computed from the date hereof at the rate set forth in that certain Senior Loan Agreement, dated as of the date hereof, between Borrower and Lender (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Loan Agreement”).

IT IS HEREBY EXPRESSLY AGREED, that the said principal sum evidenced by this Senior Loan Gap Note (“Note”) shall become due at the option of the holder thereof on the happening of any event by which, under the terms of the Loan Agreement, said principal sum shall become due and payable; also, that all of the covenants, conditions and agreements contained in the Loan Agreement are hereby made part of this instrument.

Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived.

This Note is secured by the Senior Loan Gap Mortgage made by Borrower to Lender, of even date herewith.

This Note may not be changed or terminated orally.

Section 11.3 of the Loan Agreement is hereby incorporated by reference herein.

If Borrower consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

[THE REMAINDER OF THE PAGE IS INTENTIONALLY BLANK]

IN WITNESS WHEREOF, Xxxxxxxx has executed this Note as of the day and year first written above.

BORROWER:

110 XXXXXXX PROPERTY INVESTORS III, LLC

a Delaware limited liability company

By: /s/ Xxxxxxxxxxx Xxxxxxx

Name: Xxxxxxxxxxx Xxxxxxx

Title: Authorized Signatory

[Signature Page to Senior Loan Gap Note]