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<br />13. G_OVERNING_ LAW; JURISDICTION. THIS ASSIGNMENT SHALL BE
<br />GOVERNED AND CONSTRUED XN ACCORDANCE WITH THE LAWS OF THE
<br />STATE IN WHICH THE REAL PROPERTY ENCUMBERED BY THE MORTGAGE IS
<br />LOCATED AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
<br />ASSIGNOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
<br />COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE IN WHICH
<br />THE MORTGAGED PROPERTY IS LOCATED IN CONNECTION WITH ANY
<br />PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT.
<br />14. Successor and Assi ns. Assignor may not assign its rights under this Assignment,
<br />except to a purchaser, assignee or transferee of the Mortgaged Property permitted under the
<br />Mortgage. Assignor hereby acknowledges and agrees that Assignee may assign this Assignment
<br />without Assignor's consent. This Assignment shall inure to the benefit of Assignee, as Trustee
<br />for the Registered Owners, and Assignee's successors and assigns, including, without limitation,
<br />any successor Trustee under the Declaration of Trust, and shall be binding upon Assignor, and
<br />Assignor's heirs, executors, administrators, successors and assigns and any subsequent owner of
<br />the Mortgaged Property.
<br />15. Termination of Assignment. Upon payment in full of the Indebtedness and the
<br />delivery and recording of a satisfaction, release or discharge of the Mortgage duly executed by
<br />Assignee, this Assignment shall become and be void and of na effect.
<br />16. Exce ted Ri hts and Fa meats. As used herein, "Exce ted Pa meats" means the
<br />fallowing described payments or amounts: (a) all payments by Tenant pursuant to any indemnity
<br />under the Lease or in payment or reimbursement of costs and expenses which by the terms
<br />thereof are payable to Assignor or its owners, successors, permitted assigns, employees, officers,
<br />directors, shareholders, members, managers, trustees, beneficial owners, partners, servants,
<br />agents and affiliates thereof far their respective accaunts; and (b) any insurance proceeds to the
<br />extent payable under general public liability policies maintained by or on behalf of Tenant under
<br />the Lease, which, by the terms of such policies, are payable directly to Assignor or its owners,
<br />successors, permitted assigns, employees, officers, directors, shareholders, members, managers,
<br />trustees, beneficial owners, partners, servants, agents and affiliates thereof, in each such case for
<br />their own respective accaunts. As used herein, "Excepted RRights" means the following rights,
<br />interests and privileges of Assignor (each of which may be exercised by Assignor without
<br />Assignee's consent), but not to the exclusion of Assignee: (i) to receive from Tenant certificates
<br />and other documents and information that Tenant is required to give or furnish to Assignor
<br />pursuant to the Lease, (ii) to inspect the premises demised under the Lease and all books and
<br />records relating thereto, (iii) to undertake repairs and maintenance of the premises demised under
<br />the Lease, (iv) to send notices of failure to perform under the Lease (sa long as any such notice,
<br />by itself or with the passage of time, does not result in a default under the Lease or the
<br />termination of the Lease or the acceleration of rent payable thereunder, and so long as a copy of
<br />such notice is delivered simultaneously to Assignee) and to sue for damages or to enforce
<br />performance or observance by Tenant of the applicable covenants and terms of the Lease as
<br />allowed by law, equity or the Lease (so long as such suit, together with the passage of time, if
<br />applicable, in connection therewith is conducted so as not to result in the existence of a default
<br />under the Lease, the termination of the Lease or acceleration of rent thereunder), (v) to execute
<br />and deliver such powers of attorney and other documents granting the Tenant the rights to
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