ASSIGNMENT OF MANAGEMENT AGREEMENT 24.

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MANAGER'S ACKNOWLEDGMENT AND CONSENT In consideration of the Underwriter's purchase of the Bonds issued to finance the Project, as described in the foregoing Assignment, the undersigned Manager hereby consents to the assignment of the Management Agreement to the Trustee and acknowledges and agrees with the Trustee as follows. Any capitalized term used but not defined herein,has the meaning assigned such term in the above Assignment, unless otherwise noted. 1 The Manager has entered into the Management Agreement, whereby the Manager has agreed to manage,operate,maintain,service and lease the Project for the Company. 2 The Management Agreement is in full force and effect, has not been modified or assigned and no event has occurred or failed to occur as of the date hereof which but for the passage of time, the giving of notice or both, would be a default thereunder. 3 Upon the occurrence of an Event of Default under the Loan Agreement, the Indenture, the Mortgage or the Subordinate Mortgage, the Manager shall, at the Trustee's written request,continue performance on the Trustee's behalf under the Management Agreement in accordance with the terms thereof, provided that the Trustee assumes all of the Company's payment obligations under the Management Agreement; provided further, that the Company shall not be released from liability under the Management Agreement. The Trustee's assumption of the Company's payment obligations shall be preceded and evidenced by at least three (3) days' prior written notice to the Manager and the Manager may deal with the Company as the "owner" under the terms of the Management Agreement until the Manager has received said written notice. In no event shall the Trustee have any rights to direct the Manager as owner under the Management Agreement until the Trustee has given the written notice provided for in this paragraph 3 and until such time the Company may exercise the rights as owner thereunder. 4 Upon the assumption by the Trustee of all of the Obligations,the Trustee may enforce the obligations of the Manager under the Management Agreement with the same force and effect as if enforced by the Company and may perform the Obligations, and the Manager will accept such performance in lieu of performance by the Company in satisfaction of the Obligations. Notwithstanding the foregoing, the Manager does not waive any claims against the Company under the Management Agreement. 5 The Manager will give the Trustee a copy of any written notice of default given by the Manager to the Company under the Management Agreement. 6 The Manager will not terminate the Management Agreement on account of any default of the Company thereunder without written notice of such default to the Trustee and providing the Trustee thirty (30) days to cure the default or to assume the payment obligations of the Company under the Management Agreement. In the event the Trustee so 1