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"Person" means an individual, estate, trust, partnership, corporation, limited liability company, limited liability partnership, governmental department or agency or any other entity which has the legal capacity to own property. "Senior Affordability Restrictions" means that certain Affordability Restrictions on Transfer of Property dated as of July 11, 2013, executed by and among Subordinate Lender and Borrower, which was recorded in the Official Records on August 9, 2013 as Document No. 2013000476766 (except the section thereof listed on Exhibit B as being subordinate), as amended by (i) that certain Amendment to Affordability Restrictions on Transfer of Property dated as of June 18, 2014, which was recorded in the Official Records on June 27, 2014 as Document No. 2014000255563 and (ii) the City Modification Agreement. "Senior Lender" means the Person named as such in the first paragraph on page 1 of this Agreement. When any other Person becomes the legal holder of the Bonds, the Senior Note or the Senior Loan Documents, such other Person shall automatically become the Senior Lender. "Senior Loan Default" means the occurrence of an "Event of Default" as that term is defined in the Senior Loan Documents. "Senior Loan Documents" means the Senior Note and all other documents evidencing, securing or otherwise executed and delivered in connection with the Senior Loan. "Subordinate Deed of Trust" means the mortgage or deed of trust encumbering the Property as security for the Subordinate Loan, which the Subordinate Lender will cause to be recorded among the applicable land records immediately before this Agreement, including, but not limited to those deeds of trust listed on Exhibit B attached hereto. "Subordinate Default" means a default by the Borrower in performing or observing any of the terms, covenants or conditions in the Subordinate Loan Documents to be performed or observed by it, which continues beyond any applicable period provided in the Subordinate Loan Documents for curing the default. "Subordinate Lender" means the City of Santa Ana and any other Person who becomes the legal holder of any of the Subordinate Note after the date of this Agreement. "Subordinate Loan Documents" means, collectively, the Subordinate Loan Agreement, Subordinate Note, the Subordinate Deed of Trust, all documents set forth on Exhibit B attached hereto, any related financing statements, and all other documents evidencing, securing or otherwise executed and delivered in connection with any Subordinate Loan. "Subordinate Note" means the Subordinate Note as defined on Exhibit B. 2. Permission to Place Mortgage Lien Against Property. The Senior Lender agrees, notwithstanding the prohibition against inferior liens on the Property contained in the Senior Loan Documents and subject to the provisions of this Agreement, to permit the Subordinate Lender to record the Subordinate Deed of Trust and other recordable Subordinate Loan Documents against the Property (which are subordinate in all respects to the lien of the Senior Deed of Trust) to secure the Borrower's obligation to repay the Subordinate Note and all other obligations, indebtedness and liabilities of the Borrower to the Subordinate Lender under and in connection with the Subordinate Loan. Such permission is subject to the condition that each of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is true and correct on the date of this Agreement and on the date on which the proceeds of the Subordinate Loan are disbursed to the Borrower. If any of the representations and warranties made by the Borrower and the Subordinate Lender in Section 3 is not true and correct on both of those dates, the provisions of the Senior Loan Documents applicable to unpermitted liens on the Property shall apply. -3- DWT 28855I3W 4900000-001785