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i0:cu:31r:1 Subordinate Loan to Borrower and to place a subordinate mortgage lien against the Property, and for other consideration the receipt and sufficiency of which is acknowledged, the Senior Lender, the Subordinate Lender and the Borrower agree as follows: i. Recitals. The recitals set forth above are incorporated herein by reference. 2. Definitions. In addition to the terns 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 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 Property after the date of this Agreerent. "Business Day" means any day other than Saturday, Sunday or a day on which tine Senior Lender or Subordinate Lender is not open for business. "Default Notice" means: (a) a copy of the written notice from the Senior Lender to the Borrower stating that a Senior Loan Default has occurred under the Senior Loan; or (b) a copy of the written notice from the Subordinate Lender to the BOITOWer stating that a Subordinate Loan Default has occurred under the Subordinate Loan. Each Default Notice shall specify the default upon which such Default Notice is based. "Majority Owner" has the nncaning set forth for such tern in the introductory paragraph to this Agreement; provided, however, that from and after the Conversion Date, all references herein to "Majority Owner" shall mean the Permanent Lender, and its successors and/or assigns. "Person" means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private). "Senior Lender" means the Person named as such in the first paragraph on page 1 of this Agreement. When any other Person(s) becomes the legal holder(s) of the Senior Note, such other Subnrdinstian A-reem<in Lcgscv Square 3 55A-118