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200412315 (1) those certain UCC -1 Financing Statements (collectively, the "Prior UCC ") naming Prior Owner as Debtor therein, and Nomura as Secured Party therein, described on Exhibit H hereto; and (2) those certain Manager's Consent and Subordination of Management Agreements listed on Exhibit E (collectively, the "Prior Manager Subordination Agreement") each dated as of January 30, 1997, from SW Commercial Management U.S., Inc. to Nomura and recorded in the Real Property Records. (The Prior UCC and the Prior Manager Subordination Agreement are hereinafter referred to collectively as the "Prior Owner's Loan Documents ") K. Upon the Effective Date, Borrower is executing and delivering, or is causing to be delivered, to Lender the following documents: (1) those certain UCC -1 Financing Statements (collectively, the "UCC ") described on Exhibit I naming Borrower as Debtor therein, and naming Lender, as Secured Party therein, to be filed in the Real Property Records and the records of the Secretary of State of Texas; and (2) those certain Manager's Consent and Subordination of Management Agreements listed on Exhibit J (collectively, the "Manager Subordination Agreement ") each from Rainier Property Management, L.P. to Lender and to be recorded in the Real Property Records. (The Note, the Mortgage, the Loan Agreement, the Rent Assignment, the Assignment of Agreements, the Defeasance Documents, the Servicing Agreement, the Servicing Agreement, the Cash Collateral Agreement, the Collection Account Agreement, the Manager Subordination Agreement and the UCC, together with all other documents evidencing, serving or otherwise pertaining to the Loan (other than the Prior Owner's Loan Documents) are hereinafter referred to collectively as the "Loan Documents ", and singularly as a "Loan Document "). L. Lender is the holder of the Note and is the successor in interest to Former Lender in and to the Loan Documents and the Prior Owner's Loan Documents. M. The Property is being conveyed by Prior Owner to Borrower as of the Effective Date, and as part of the consideration for such conveyance, Borrower agrees to assume all the obligations under the Loan Documents and comply with all covenants and obligations contained in the Loan Documents. N. Prior Owner and Borrower have requested that Lender consent to the assumption of the Loan and waive the due on sale restrictions of the Mortgage and the Loan Agreement to permit the conveyance of the Property to Borrower. Sunwest N.C. Trust, GN4ACCM Loan #400028174 (Nebraska) AO 1243719.1