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200412317 and securing the repayment of the Note and the obligations of the Borrower under the Loan Documents, and including, without limitation, those created under and by virtue of the Mortgage covering, inter alia, the Mortgaged Property, and (ii) filed or to be filed of record for the benefit of Lender, its successors and assigns, in the public records maintained for the recording of mortgages or deeds of trust in the county and state in which the Facility is located, and all renewals and extensions thereof. The foregoing subordination of all liens, rights and interests by Manager shall not affect Manager's rights or remedies under the Management Agreement against Borrower for non - payment of fees or constitute a release of the obligations of Borrower. (c) Lender's Right to Terminate. Upon the occurrence of an Event of Default under the Loan Agreement, Manager, at the request of Lender, shall continue performance, on behalf of Lender, of all of Manager's obligations under the terms of the Management Agreement; provided that Lender sends to Manager the notice set forth in Section 36) hereof and performs or causes to be performed the obligations of Borrower to Manager under the Management Agreement accruing or arising from and after, and with respect to the period commencing upon, the effective date of such notice. The Management Agreement may be terminated by Lender (whether or not Lender requests that Manager continue performance in accordance with the preceding sentence) upon thirty (30) days prior written notice to Borrower and Manager (i) upon the occurrence and continuance of an Event of Default under the Loan Agreement, (ii) if the Manager commits any act which would permit termination by Borrower under the Management Agreement or (iii) upon the occurrence of any of the events set forth in Article 5 of the Loan Agreement. Manager agrees not to look to Lender for payment of any fees unless Lender has assumed in writing Borrower's rights with respect to the Management Agreement. Upon the release of the Mortgaged Property pursuant to the Loan Agreement or the Mortgage, this Agreement shall be of no further force or effect. (d) No Amendments to the Management Agreement. Manager will not amend, modify, supplement, extend or otherwise change the Management Agreement without the prior written consent of Lender. In the event Manager fails to secure such consent, the Management Agreement, at Lender's election, for the purposes of Manager's obligations to Lender pursuant to this Agreement, shall be deemed not to have been modified by such amendment. (e) Delivery of Notices, etc.; Lender's Right to Cure. Manager shall deliver (promptly upon Manager's receipt of any of the following) to Lender (i) all material notices, statements, information and communications delivered or required to be delivered to Borrower pursuant to the Management Agreement, including, without limitation, any notice of any default by Borrower or notice of intention to terminate the Management Agreement, (ii) all material notices from any governmental authorities, regulators, citizens groups or private litigants received by the Manager with respect to any portion of the Mortgaged Property, (iii) notice of the occurrence of any of the following events within five (5) business days after Manager knows of such occurrence (A) the filing, or the written threat of filing, of any mechanics' or materialmen's lien materially affecting the Mortgaged Property, (B) any breach of contract by any contractor, subcontractor, service company, material supplier, or tenant which, in the -5- AO 1244560.1