HEREIN, IT
SHALL EQUALLY INCLUDE THE OTHER.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR
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IMPORT WHEN USED IN THIS ASSIGNMENT SHALL REFER TO THIS ASSIGNMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS ASSIGNMENT.
SECTION 14.
COMPUTATION OF TIME PERIODS.
IN THIS
ASSIGNMENT, WITH RESPECT TO THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED
DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS BOTH "FROM AND INCLUDING"
AND THE WORDS "TO" AND "UNTIL" BOTH MEAN "TO BUT EXCLUDING".
SECTION 15.
GOVERNING LAW.
THIS ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED SOLELY WITHIN SUCH STATE.
SECTION 16.
AMENDMENTS.
NEITHER THIS ASSIGNMENT NOR
ANY PROVISION HEREOF MAY BE CHANGED, WAIVED, DISCHARGED OR TERMINATED ORALLY,
BUT ONLY BY INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT
OF THE CHANGE, WAIVER, DISCHARGE OR TERMINATION IS SOUGHT.
SECTION 17.
COUNTERPARTS.
THIS ASSIGNMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND
DELIVERED, SHALL BE AN ORIGINAL, BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE
ONE AND THE SAME INSTRUMENT.
SECTION 18.
TIME OF THE ESSENCE.
TIME IS OF THE
ESSENCE OF THIS ASSIGNMENT AND OF EACH AND EVERY TERM, COVENANT AND CONDITION
HEREIN.
SECTION 19.
SURVIVAL.
THIS ASSIGNMENT AND ALL
COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES HEREIN MADE SHALL SURVIVE
THE MAKING BY LENDERS OF THE LOANS AND THE EXECUTION AND DELIVERY TO LENDERS OF
THE BUILDING LOAN NOTES AND THE PROJECT LOAN NOTES (REGARDLESS OF ANY
INVESTIGATION MADE BY LENDERS OR ON THEIR BEHALF), AND SHALL CONTINUE IN FULL
FORCE AND EFFECT SO LONG AS ALL OR ANY PART OF THE LOANS IS OUTSTANDING AND
UNPAID.
SECTION 20.
EXCULPATION.
THIS ASSIGNMENT SHALL BE
SUBJECT TO THE PROVISIONS OF SECTIONS 11.16 OF THE LOAN AGREEMENTS.
SECTION 21.
FURTHER ASSURANCES.
ASSIGNOR AGREES THAT
AT ANY TIME AND FROM TIME TO TIME ASSIGNOR WILL PROMPTLY EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION, THAT MAY BE
REASONABLY NECESSARY OR DESIRABLE, OR THAT AGENT MAY REASONABLY REQUEST, IN
ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST GRANTED OR PURPORTED TO BE
GRANTED HEREUNDER OR TO ENABLE AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER.
SECTION 22.
ASSIGNMENT.
THE ASSIGNMENT OF THIS
ASSIGNMENT SHALL BE GOVERNED BY SECTIONS 7.50 AND 11.05 OF THE LOAN AGREEMENTS.
7
SECTION 23.
ENTIRE AGREEMENT.
THIS ASSIGNMENT AND THE
OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES WITH RESPECT TO THE LOANS AND SUPERSEDE ALL OTHER PRIOR AGREEMENTS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF, EXCEPT AS SPECIFICALLY AGREED TO THE CONTRARY.
SECTION 24.
STATUTE OF LIMITATIONS.
ASSIGNOR HEREBY
EXPRESSLY WAIVES AND RELEASES TO THE FULLEST EXTENT PERMITTED BY LAW THE
PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE TO THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER.
SECTION 25.
REMEDIES OF ASSIGNOR.
IN THE EVENT