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200412317 (c) To the best of Manager's knowledge, Borrower is not in default in the performance of the terms and provisions of the Management Agreement, nor is there now any condition which, with the giving of notice or lapse of time, or both, could become a default. (d) To the best of Manager's knowledge, Manager is not in default under any of the terms and provisions of the Management Agreement, nor is there now any condition which, with the giving of notice or lapse of time, or both, could become a default. No claim or dispute exists between Borrower and Manager with respect to the Management Agreement. (e) Manager does not have any option or preferential right to purchase all or any part of, and does not have any right, title or interest with respect to the Facility other than as manager under the Management Agreement. (f) To the best of Manager's knowledge, all Permits required by applicable law or necessary for the use and operation of the Facility as currently operated have been obtained and such Permits are in full force and effect. (g) The Manager has not assigned or encumbered its interest under the Management Agreement. 3. Manager's Covenants. For so long as the Facility is encumbered by the Mortgage, Manager hereby consents and agrees to each and every one of the following covenants and agreements for the benefit of Lender: (a) No Termination of Management Agreement; Transfer of Operating Accounts. Manager will not terminate the Management Agreement without first providing Lender, at the same time it provides notice to Borrower, with copies of all notices required to be delivered in connection with such termination pursuant to the Management Agreement and, in any event, the Manager will not terminate its management of all or any portion of the Facility without first providing the Lender with at least thirty (30) days prior written notice. In the event that the Management Agreement is terminated for any reason whatsoever, and Manager has received notice that there is an Event of Default by Borrower then outstanding under the Loan Documents, Manager shall promptly assign and transfer all accounts and money with respect to the Facility and the Permits (to the extent assignable by Manager) to such party as Lender may designate in its sole and absolute discretion and shall reasonably cooperate with Lender in all other respects. (b) Subordination of the Management Agreement to Lien of Mortgage. Any and all liens, rights and interests (whether choate or inchoate and including, without limitation, all mechanic's and materialman's liens under applicable law, and whether recorded or unrecorded) owned, claimed or held, or to be owned, claimed or held, by Manager in and to the Mortgaged Property pursuant to the Management Agreement or otherwise, are and shall be in all respects subordinate and inferior to the liens and security interests (i) created or to be created for the benefit of Lender, its successors and assigns, -4- AO 1244560.1