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200412317 Manager is notified in writing of any such successor or assign. Notwithstanding anything to the contrary in the Management Agreement, neither the Manager nor the Borrower may assign the Management Agreement without the prior written consent of the Lender. 5. Prior Defenses or Offsets. Manager hereby acknowledges and agrees that it does not have any defenses or offsets to its obligations under the Management Agreement or any claim or right against Borrower except for claims or rights accruing after the date hereof. 6. Consent of Borrower. Borrower has joined herein to evidence its consent to the agreements of Lender and/or Manager contained in this Agreement. 7. Notices. All notices, demands, consents, or requests which are either required or desired to be given or furnished hereunder shall be sent to the appropriate party at the address set forth in the preamble to this Agreement and shall be effective in the manner set forth in the Loan Agreement. By notice complying with this Section, any party may from time to time change the address to be subsequently applicable to it. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Mortgaged Property is located (without giving effect to such State's principles of conflicts of laws). 9. Successors. This Agreement shall be binding upon and shall inure to the benefit of each party hereto and their respective successors and assigns. 10. Counterparts. This Agreement may be executed in any number of counterparts each of which, taken together, shall constitute one and the same original. 11. Term. The parties shall be bound by their obligations under this Agreement for so long as Borrower remains liable to Lender, or any of its assigns or successors, for any indebtedness to Lender, or any or its assigns or successors. 12. Compliance With Loan Documents. Notwithstanding anything contained herein to the contrary, Manager shall perform its obligations under the Management Agreement in a manner which causes Borrower to comply with any and all of Borrower's obligations under the Loan Agreement and the Other Loan Documents. 13. Time of the Essence. Time is of the essence with respect to each and every covenant, agreement and obligation of Manager under this Agreement. 14. Waiver of Manager's Lien. Manager hereby waives any and all lien rights it might have under any applicable Legal Requirement. [Signatures continued on following page] -8- AO 1244560.1 I