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200412317
<br />MANAGER'S CONSENT AND SUBORDINATION
<br />OF MANAGEMENT AGREEMENT
<br />THIS MANAGER'S CONSENT AND SUBORDINATION OF MANAGEMENT
<br />AGREEMENT (this "Agreement ") dated as of December &L, 2004, is by and among RAINIER
<br />PROPERTY MANAGEMENT, L.P., a Texas limited partnership, having an address of 14001
<br />Dallas Parkway, Suite 1105, Dallas, Texas 75240 ( "Manager "), RAINIER SUNWEST
<br />PORTFOLIO I, L.P., a Texas limited partnership having an address of 14001 Dallas Parkway,
<br />Suite 1105, Dallas, Texas 75240 ( "Borrower "), and LASALLE BANK NATIONAL
<br />ASSOCIATION (VWa LASALLE NATIONAL BANK), AS TRUSTEE FOR ASSET
<br />SECURITIZATION CORPORATION COMMERCIAL MORTGAGE PASS - THROUGH
<br />CERTIFICATES, SERIES 1997 -D4, having an address care of GMAC Commercial Mortgage
<br />Corporation, 245 Peachtree Center Ave., N.E., Suite 1800, Atlanta, GA 30303 (together with its
<br />successors and assigns, "Lender ").
<br />RECITALS:
<br />A. Borrower is the owner of either a leasehold interest or fee simple title in
<br />and to the improved real property or properties described on Exhibit A attached hereto
<br />(collectively, the "Facili ") (together with all easements, improvements, rights of way and other
<br />property rights appurtenant thereto and all Equipment attached to located at or otherwise used in
<br />connection with the foregoing, collectively, the "Mortgaged Propert y ").
<br />B. Pursuant to that certain Loan Agreement dated as of January 30, 1997, by
<br />and between Nomura Asset Capital Corporation ( "NACC ") and Sunwest N.C. Trust ( "Prior
<br />Borrower ") (said Loan Agreement, as modified and supplemented and in effect from time to
<br />time, the "Loan Agreement "), NACC made a loan (the "Loan") to the Prior Borrower. The Loan
<br />is evidenced by, and repayable in accordance with, a Promissory Note executed and delivered by
<br />Prior Borrower and payable to the order of NACC (Prior Borrower's note, as modified and
<br />supplemented and in effect from time to time, the "Note ").
<br />C. Prior Borrower, inter alia, also executed and delivered a Mortgage,
<br />Assignment of Rents, Security Agreement and Fixture Filing; Leasehold Mortgage, Assignment
<br />of Rents, Security Agreement and Fixture Filing; Deed Of Trust Assignment of Rents, Security
<br />Agreement and Fixture Filing; or a Leasehold Deed of Trust, Assignment of Rents, Security
<br />Agreement and Fixture Filing dated January 30, 1997, from Prior Borrower in favor of NACC
<br />(in its original form and as hereafter amended, collectively, the " Mortgage"), establishing a first
<br />priority lien on the Mortgaged Property to secure the payment and performance of the Note, the
<br />Loan Documents and the Other Loan Documents. The Mortgage has been recorded in the
<br />County in which each Facility is located.
<br />D. Pursuant to an Assignment of Management Agreement and Agreements
<br />Affecting Real Estate, dated January 30, 1997 (the "Assignment "), Prior Borrower absolutely
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<br />AO 1244560.1
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