ARTICLE XIII
APPLICABLE LAW
13.1
GOVERNING LAW.
THIS MORTGAGE 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 BORROWER
AGREES THAT THE PROPER VENUE FOR ANY MATTERS IN CONNECTION HEREWITH SHALL BE IN
THE STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS AS LENDER MAY ELECT AND
BORROWER 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
29
THE PROPERTY GRANTED OR CONVEYED BY THIS ASSIGNMENT, OR (III)THE AVAILABILITY OF
AND PROCEDURES RELATING TO ANY REMEDY HEREUNDER OR RELATED TO THIS ASSIGNMENT
ARE REQUIRED TO BE GOVERNED BY SUCH OTHER JURISDICTION'S LAWS, SUCH OTHER LAWS
SHALL BE DEEMED TO GOVERN AND CONTROL.
13.2
USURY.
ALL AGREEMENTS BETWEEN LENDER AND
BORROWER (INCLUDING, WITHOUT LIMITATION, THOSE CONTAINED IN THIS MORTGAGE, THE
NOTE AND ANY OTHER LOAN DOCUMENTS) ARE EXPRESSLY LIMITED SO THAT IN NO EVENT
WHATSOEVER SHALL THE AMOUNT PAID OR AGREED TO BE PAID TO LENDER EXCEED THE
HIGHEST LAWFUL RATE OF INTEREST PERMISSIBLE UNDER THE LAWS OF THE STATE OF
ILLINOIS.
IF, FROM ANY CIRCUMSTANCES WHATSOEVER, FULFILLMENT OF ANY PROVISION
HEREOF OR OF THE NOTE OR ANY OTHER LOAN DOCUMENTS, AT THE TIME PERFORMANCE OF
SUCH PROVISION SHALL BE DUE, SHALL INVOLVE THE PAYMENT OF INTEREST EXCEEDING THE
HIGHEST RATE OF INTEREST PERMITTED BY LAW WHICH A COURT OF COMPETENT
JURISDICTION MAY DEEM APPLICABLE HERETO, THEN, IPSO FACTO, THE OBLIGATION TO BE
FULFILLED SHALL BE REDUCED TO THE HIGHEST LAWFUL RATE OF INTEREST PERMISSIBLE
UNDER THE LAWS OF THE STATE OF ILLINOIS; AND IF FOR ANY REASON WHATSOEVER,
LENDER SHALL EVER RECEIVE AS INTEREST AN AMOUNT WHICH WOULD BE DEEMED UNLAWFUL,
SUCH INTEREST SHALL BE APPLIED TO THE PAYMENT OF THE LAST MATURING INSTALLMENT
OR INSTALLMENTS OF THE INDEBTEDNESS SECURED HEREBY (WHETHER OR NOT THEN DUE AND
PAYABLE) AND NOT TO THE PAYMENT OF INTEREST.
13.3
PROVISIONS SUBJECT TO APPLICABLE LAW.
ALL
RIGHTS, POWERS AND REMEDIES PROVIDED IN THIS MORTGAGE MAY BE EXERCISED ONLY TO
THE EXTENT THAT THE EXERCISE THEREOF DOES NOT VIOLATE ANY APPLICABLE PROVISIONS
OF LAW AND ARE INTENDED TO BE LIMITED TO THE EXTENT NECESSARY SO THAT THEY WILL
NOT RENDER THIS MORTGAGE INVALID, UNENFORCEABLE OR NOT ENTITLED TO BE RECORDED,
REGISTERED OR FILED UNDER THE PROVISIONS OF ANY APPLICABLE LAW.
IF ANY TERM OF
THIS MORTGAGE OR ANY APPLICATION THEREOF SHALL BE INVALID OR UNENFORCEABLE, THE
REMAINDER OF THIS MORTGAGE AND ANY OTHER APPLICATION OF THE TERM SHALL NOT BE
AFFECTED THEREBY.
ARTICLE XIV
DEFINITIONS
All capitalized terms not defined herein shall the respective meanings set forth
in the Loan Agreement.
Unless the context clearly indicates a contrary intent
or unless otherwise specifically