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"Senior Indebtedness" means all indebtedness of any kind at any time evidenced or
<br />secured by, or arising under, the Senior Loan Documents, whether incurred, arising or accruing
<br />before or after the filing of any Bankruptcy Proceeding.
<br />"Senior Loan Documents" means, collectively, the Senior Security Instrument, the Senior
<br />Note, the Loan Agreement and all of the other documents, instruments and agreements now or
<br />hereafter evidencing, securing or otherwise executed in connection with the Senior Loan, as the
<br />same may from time to time be extended, consolidated, substituted for, modified, increased,
<br />amended and supplemented in accordance with the provisions of this Agreement.
<br />"Senior Loan Default" means any act, failure to act, event, condition, or occurrence
<br />which constitutes, or which with the giving of notice or the passage of time, or both, would
<br />constitute, an "Event of Default' as defined in the Senior Security Instrument.
<br />"Senior Note" means the Note, as defined by the Senior Security Instrument, as the same
<br />may from time to time be extended, consolidated, substituted for, modified, increased, amended
<br />and supplemented.
<br />"Senior Security Instrument" means that certain Multifamily Deed of Trust, Assignment
<br />of Rents, Security Agreement and Fixture Filing, dated as of the date hereof, made by Borrower
<br />for the benefit of Senior Lender, as the same may from time to time be extended, consolidated,
<br />substituted for, modified, increased, amended and supplemented.
<br />2. Junior Loan and Junior Loan Documents are Subordinate; Acts by Senior
<br />Lender do not Affect Subordination.
<br />(a) Junior Lender hereby covenants and agrees on behalf of itself and its
<br />successors and permitted assigns that the Junior Indebtedness is and shall at all times
<br />continue to be, subordinate, subject and inferior (in payment and priority) to the prior
<br />payment in full of the Senior Indebtedness, and that the liens, rights, payment interests,
<br />priority interests and security interests granted to Junior Lender in connection with the
<br />Junior Loan and under the Junior Loan Documents are, and are hereby expressly
<br />acknowledged to be in all respects and at all times, subject, subordinate and inferior in all
<br />respects to the liens, rights, payment, priority and security interests granted to Senior
<br />Lender under the Senior Loan and the Senior Loan Documents and the terms, covenants,
<br />conditions, operations and effects thereof.
<br />(b) Except as expressly set forth herein, repayment of the Junior Indebtedness,
<br />is and shall be postponed and subordinated to repayment in full of the Senior Loan. Prior
<br />to a Senior Loan Default (regardless of whether such Senior Loan Default occurs prior to
<br />or during the pendency of a Bankruptcy Proceeding), Junior Lender shall be entitled to
<br />receive and retain payments made pursuant to and in accordance with the terms of the
<br />Junior Loan Documents; provided, however, that no such payment is made more than ten
<br />(10) days in advance of the due date thereof. Junior Lender agrees that from and after
<br />such time as it has received from either Senior Lender or Borrower written notice that a
<br />Senior Loan Default then exists (which has not been expressly waived in writing by
<br />Senior Lender) or otherwise has actual knowledge of such a Senior Loan Default, Junior
<br />Subordination and Intemreditor Agreement (HOME) 4 The Guest House
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