ASSIGNMENT OF MANAGEMENT AGREEMENT 24.

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ACCORDINGLY, in consideration of the foregoing, the Company does hereby assign to the Trustee all of its right, title and interest in and to a Management Agreement, dated as of November 1, 2001, between the Company and the Manager (the "Management Agreement"), providing for the day-to-day management of the Project. The Company agrees that the Trustee does not assume any of the obligations or duties of the Company under or with respect to the Management Agreement (the "Obligations") unless and until the Trustee shall have given the Manager written notice that it has affirmatively exercised its right to assume the Obligations following the occurrence of an Event of Default under the Loan Agreement, the Indenture, the Mortgage or the Subordinate Mortgage. In the event that the Trustee does not undertake to assume the Obligations, the Trustee shall have no liability whatsoever for the performance of any of the Obligations. The Company represents and warrants that there have been no prior assignments of the Management Agreement,that the Management Agreement is a valid,enforceable agreement,that none of the parties thereto are in default thereunder and that all covenants, conditions and agreements have been performed as required therein,except those not due to be performed until after the date hereof The Company agrees that no change in the terms in the Management Agreement shall be valid without the written approval of the Trustee. The Company agrees not to assign,sell,pledge,mortgage or otherwise transfer or encumber its interest in the Management Agreement so long as this Assignment is in effect. The Company hereby irrevocably appoints the Trustee as its attorney-in-fact to demand, receive,and enforce the Company's rights with respect to the Management Agreement,to make payments thereunder and give appropriate receipts, releases and satisfactions for and on behalf of and in the name of the Company or, at the option of the Trustee in the name of the Trustee, with the same force and effect as the Company could do if this Assignment had not been made. This Assignment shall constitute a perfected, absolute and present assignment provided that the Trustee shall have no right under this Assignment to enforce the provisions of the Management Agreement until an Event of Default shall occur under the Loan Agreement, the Indenture,the Mortgage or the Subordinate Mortgage. Upon the occurrence of any such default or Event of Default,the Trustee may, without affecting any of its rights or remedies against the Company under any other instrument, document or agreement, exercise its rights under this Assignment as the Company's attorney-in-fact in any manner permitted by law, and in addition, rights and remedies available after default to a secured party under the Uniform Commercial Code,as adopted in the State of Minnesota. If notice to the Company of any intended disposition of the collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given at least ten days prior to the date of intended disposition or other action. The Company hereby agrees to pay all costs and expenses (including without limitation reasonable attorneys' fees)which the Trustee may incur in exercising any of its rights under this Assignment. 2