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E. The Subordinate Lender has agreed to subordinate its mortgage liens to the lien of the <br />Senior Mortgage. <br /> <br /> NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated <br />herein by this reference and made a part of this Agreement, the County, the Subordinate Lender and <br />the Borrower agree as follows: <br /> <br /> 1. Definitions. <br /> <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 /> <br /> "Affiliate" means, when used with respect to a Person, any corporation, partnership, <br />joint venture, limited liability company, limited liability partnership, trust or individual <br />controlled by, under common control with, or which controls such Person (the term "control" <br />for these purposes shall mean the ability, whether by the ownership of shares or other equity <br />interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make <br />management decisions on behalf of, or independently to select the managing partner of, a <br />partnership, or otherwise to have the power independently to remove and then select a <br />majority of those individuals exercising managerial authority over an entity, and control shall <br />be conclusively presumed in the case of the ownership of 50% or more of the equity interests). <br /> <br /> "Borrower" means Washington Santa Ana Housing Partners, L.P and any other <br />Person (other than the County) who acquires title to the Property after the date of this <br />Agreement. <br /> <br /> "Business Day" means any day other than Saturday, Sunday or a day on which the <br />County or Subordinate Lender is not open for business. <br /> <br /> "County" means the County of Orange a political subdivision of the state of <br />California. <br /> <br /> "Default Notice" means: (a) a copy of the written notice from the County to the <br />Borrower stating that a Senior Mortgage Loan Default has occurred under the Senior <br />Mortgage Loan; or (b) a copy of the written notice from the Subordinate Lender to the <br />Borrower stating that a Subordinate Loan Default has occurred under one or both of the <br />Subordinates Loan, or that a Regulatory Agreement Default has occurred under the County <br />Regulatory Agreement. Each Default Notice shall specify the default upon which such <br />Default Notice is based. <br /> <br /> "Person" means an individual, estate, trust, partnership, corporation, limited liability <br />company, limited liability partnership, governmental department or agency or any other entity <br />EXHIBIT 8