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2 <br />amendments shall be applicable to the Project only to the extent that they interpret, clarify and <br />implement terms in this Agreement rather than add or delete provisions from such document. <br />Handbooks, guides, notices, and mortgagee letters are available on HUD's official website: <br />(http://www.hud.gov/offices/adm/hudclips/index.cfm, or a successor location to that site). <br />NOW, THEREFORE, in order to induce Senior Lender to permit Subordinate Lender to <br />[make] [keep outstanding] the Subordinate Loan to Borrower and to place a subordinate <br />mortgage lien against the Mortgaged Property, and in consideration thereof, Senior Lender, <br />Subordinate Lender and Borrower agree as follows: <br />1. Definitions. <br />In addition to the terms defined in the Recitals to this Agreement, for purposes of this <br />Agreement the following terms have the respective meanings set forth below: <br />(a) "Affiliate" is defined in 24 C.F.R. 200.215, or any successor regulation. <br />(b) "Bankruptcy Proceeding" means any bankruptcy, reorganization, <br />insolvency, composition, restructuring, dissolution, liquidation, receivership, assignment <br />for the benefit of creditors, or custodianship action or proceeding under any federal or <br />state law with respect to Borrower, any guarantor of any of the Senior Indebtedness, any <br />of their respective properties, or any of their respective partners, members, officers, <br />directors, or shareholders. <br />(c) "Borrower" means all entities identified as "Borrower" in the first <br />paragraph of this Agreement, together with any successors, heirs, and assigns (jointly and <br />severally). Borrower shall include any entity taking title to the Mortgaged Property, <br />whether or not such entity assumes the Senior Note, provided that the term "Borrower" <br />shall not include Senior Lender in the event that Senior Lender may acquire title to the <br />Mortgaged Property. Whenever the term "Borrower" is used herein, the same shall be <br />deemed to include the obligor of the debt secured by the Senior Security Instrument. <br />(d) "Business Day" means any day other than Saturday, Sunday or any other <br />day on which Senior Lender or HUD is not open for business. <br />(e) "Covenant Event of Default" is defined in the Senior Security <br />Instrument. <br />(f) "Entity" means an estate, trust, partnership, corporation, limited liability <br />company, limited liability partnership, governmental department or agency or any other <br />entity which has the legal capacity to own property. <br />(g) "Monetary Event of Default" is defined in the Senior Security <br />Instrument. <br />(h) "Non -Project Sources" means any funds that are not derived from <br />Project Sources. <br />US.113590860.01 <br />