Borrower and Holder. No waivers shall be effective unless they are
set forth in a writing signed by the party which is waiving a right. This Note
and the other Loan Documents are the final expression of the lending
relationship between Borrower and Holder, and there is no unwritten agreement
with respect to the subject matter of the Loan.
16. Governing Law.
(a) IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS, THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS NOTE, THE DEED OF TRUST AND UNDER THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF ILLINOIS APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT GIVING EFFECT TO THE
CONFLICTS-OF-LAW RULES AND PRINCIPLES OF SUCH STATE AND ANY APPLICABLE LAW OF
THE UNITED STATES OF AMERICA.
(b) BORROWER AND HOLDER FURTHER ACKNOWLEDGE, AGREE, AND STIPULATE THAT THE STATE
OF ILLINOIS HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES INVOLVED IN THIS
TRANSACTION AND TO THE UNDERLYING TRANSACTIONS EVIDENCED BY THIS NOTE AND
SECURED BY THE DEED OF TRUST.
11
(i) NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT:
(1) THE PROCEDURES GOVERNING THE CREATION PERFECTION OF THE LIENS AND SECURITY
INTERESTS CREATED PURSUANT TO THIS DEED OF TRUST AND THE ENFORCEMENT OF THE DEED
OF TRUST, INCLUDING, WITHOUT LIMITATION, PROVISIONAL REMEDIES AGAINST BORROWER
DIRECTLY RELATING TO THE REAL PROPERTY ENCUMBERED BY THE DEED OF TRUST,
INCLUDING, BY WAY OF ILLUSTRATION BUT NOT LIMITATION, ANY SUCH ACTIONS FOR
REPLEVIN, FOR CLAIM OF DELIVERY OF PROPERTY, OR FOR THE APPOINTMENT OF A
RECEIVER, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA;
(2) CALIFORNIA LAW SHALL APPLY TO THE EXTENT, BUT ONLY TO THE EXTENT, NECESSARY
IN ORDER TO CREATE, TO PERFECT, AND TO FORECLOSE, EITHER JUDICIALLY OR
NON-JUDICIALLY, THE SECURITY INTERESTS AND LIENS CREATED HEREBY; PROVIDED,
HOWEVER, THAT NOTHING IN THIS SECTION SHALL IN ANY EVENT BE CONSTRUED TO PROVIDE
THAT THE SUBSTANTIVE LAW OF THE STATE OF CALIFORNIA SHALL APPLY TO THE
OBLIGATIONS AND INDEBTEDNESS EVIDENCED BY THIS NOTE AND SECURED BY THE DEED OF
TRUST OR EVIDENCED BY THE OTHER LOAN DOCUMENTS, WHICH ARE AND SHALL CONTINUE TO
BE GOVERNED BY THE SUBSTANTIVE LAW OF THE STATE OF ILLINOIS.
(3) IN SUCH CONNECTION, THE PARTIES FURTHER AGREE THAT HOLDER MAY ENFORCE ITS
RIGHTS UNDER THE LOAN DOCUMENTS, INCLUDING ITS RIGHT TO SUE BORROWER, TO COLLECT
ANY OUTSTANDING INDEBTEDNESS, OR TO OBTAIN A JUDGMENT AGAINST BORROWER IN
CALIFORNIA, ILLINOIS, OR OTHER STATES FOR ANY DEFICIENCY PRIOR TO OR FOLLOWING
FORECLOSURE, IN ACCORDANCE WITH ILLINOIS LAW, AND IF HOLDER OBTAINS A DEFICIENCY
JUDGMENT IN A STATE OTHER THAN IN CALIFORNIA, THEN HOLDER SHALL HAVE THE RIGHT
TO ENFORCE SUCH JUDGMENT IN CALIFORNIA, AS WELL AS IN OTHER STATES.
(4) BORROWER REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT:
a. THIS SECTION 16 WAS A MATERIAL INDUCEMENT FOR HOLDER TO MAKE THE LOAN AND
ENTER INTO THE DEED OF TRUST AND HOLDER WOULD NOT HAVE MADE THE