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200412311 assigned all of its rights, title and interest in, to and under the any management agreement related to the Mortgaged Property to NACC and NACC granted Prior Borrower a license to exercise Prior Borrower's rights under such management agreements until revocation thereof in accordance with the Assignment. E. NACC transferred and assigned to Lender all of its right, title and interest in and to the Loan. F. Prior Borrower has transferred and assigned the Mortgaged Property to Borrower and Borrower has assumed the Loan. G. Manager manages the Mortgaged Property pursuant to that certain Management Agreement dated as of December3l , 2004, between Borrower and Manager (the "Management Agreement "). H. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Loan Agreement. NOW, THEREFORE, to induce Lender to consent to the assumption of the Loan by Borrower and the transfer of the Mortgaged Property to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Acknowledgment of Assignment. Manager acknowledges that Borrower, pursuant to the Assignment, has assigned and pledged all of its right, title and interest in, to and under the Management Agreement to Lender and Manager agrees that all of the covenants and agreements made by Manager in the Management Agreement are also for the benefit of Lender. Manager acknowledges the express terms of the Assignment and agrees that it will not take any action which is materially inconsistent with the assignment by Borrower of its rights, title and interests in and under the Management Agreement. 2. Representations of Manager. Manager warrants and represents to Lender the following: (a) Manager acts as Manager of the Facility pursuant to the Management Agreement. The Management Agreement is in full force and effect, and constitutes the entire agreement with respect to the management of the Facility between Manager and Borrower and has not been assigned, modified, amended, or supplemented by Manager. A true, correct and complete copy of the Management Agreement has been delivered to Lender. (b) The Management Agreement constitutes the legal, valid and binding obligation of Manager, enforceable against Manager in accordance with its terms, subject to general principles of equity and laws affecting the rights and remedies of debtors and creditors generally. Manager has full authority under all applicable state and local laws and regulations to perform all of its obligations under the Management Agreement. -3- AO 1244560.1 S