INSTRUMENT
REGARDING (i) THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY
INTERESTS HEREIN GRANTED AND (ii) THE TRUSTEE, SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF TENNESSEE. ALL OTHER PROVISIONS OF THIS
INSTRUMENT AND THE RIGHTS AND OBLIGATIONS OF GRANTOR AND BENEFICIARY SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF ILLINOIS. THIS DEED OF TRUST SHALL BE GOVERNED BY, CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND GRANTOR AGREES THAT
THE PROPER VENUE FOR ANY MATTERS IN CONNECTION HEREWITH SHALL BE IN THE STATE OR
FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, AS BENEFICIARY MAY ELECT AND
GRANTOR HEREBY SUBMITS ITSELF TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSE
OF ADJUDICATING ANY MATTERS RELATED TO THE LOAN, PROVIDED, HOWEVER, THAT TO THE
EXTENT THE MANDATORY PROVISIONS OF THE LAWS OF ANOTHER JURISDICTION RELATING TO
(i) THE PERFECTION OR THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTERESTS IN ANY OF THE PROPERTY, (ii) THE LIEN, ENCUMBRANCE OR OTHER INTEREST
IN THE PROPERTY GRANTED OR CONVEYED BY THIS DEED OF TRUST, OR (iii) THE
AVAILABILITY OF AND PROCEDURES RELATING TO ANY REMEDY HEREUNDER OR RELATED TO
THIS DEED OF TRUST ARE REQUIRED TO BE GOVERNED BY SUCH OTHER JURISDICTION'S
LAWS, SUCH OTHER LAWS SHALL BE DEEMED TO GOVERN AND CONTROL. THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS DEED OF TRUST OR THE
LOAN DOCUMENTS SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF THE REMAINDER OF THIS DEED OF TRUST AND THE OTHER LOAN
DOCUMENTS, AND TO THIS END, THE PROVISIONS OF THIS DEED OF TRUST AND THE OTHER
LOAN DOCUMENTS ARE DECLARED TO BE SEVERABLE.
36. Release. Upon payment of all sums secured by this Deed of Trust, Beneficiary
shall cause Trustee to release this Deed of Trust. Grantor shall pay
Beneficiary's and Trustee's reasonable costs incurred in releasing this Deed of
Trust and any financing statements related hereto.
37. Covenants Running with the Land. All covenants, conditions, warranties,
representations and other obligations contained in this Deed of Trust and the
other Loan Documents are intended by Grantor and Beneficiary to be, and shall be
construed as, covenants running with the Property until the lien of this Deed of
Trust has been fully released by Beneficiary.
38. Terms. As used in the Loan Documents, (i) "Business Day" means a day when
banks are not required or authorized to be closed in Chicago, Illinois or New
York, New York; and (ii) the words "include" and "including" shall mean
"including but not limited to" unless specifically set forth to the contrary.
39. Loss of Note. Upon notice from Beneficiary of the loss, theft, or
destruction of the Note and upon receipt of indemnity reasonably satisfactory to
Grantor from Beneficiary, or in the case of mutilation of the Note, upon
surrender of the mutilated