AND
OBLIGATIONS OF THE PARTIES UNDER THIS 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) TRUSTOR AND BENEFICIARY 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 SECURED BY THIS DEED OF TRUST.
(c) NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT:
(i) THE PROCEDURES GOVERNING THE CREATION PERFECTION OF THE LIENS AND SECURITY
INTERESTS CREATED PURSUANT TO THIS DEED OF TRUST AND THE ENFORCEMENT BY
BENEFICIARY AND TRUSTEE OF THE DEED OF TRUST, INCLUDING, WITHOUT LIMITATION,
PROVISIONAL REMEDIES AGAINST TRUSTOR DIRECTLY RELATING TO THE REAL PROPERTY
ENCUMBERED HEREBY, 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;
(ii) 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
53
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
SECURED BY THIS 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.
(iii) IN SUCH CONNECTION, THE PARTIES FURTHER AGREE THAT BENEFICIARY MAY ENFORCE
ITS RIGHTS UNDER THE SECURITY DOCUMENTS, INCLUDING ITS RIGHT TO SUE AFFILIATED
GUARANTOR, TO COLLECT ANY OUTSTANDING INDEBTEDNESS, OR TO OBTAIN A JUDGMENT
AGAINST AFFILIATED GUARANTOR IN CALIFORNIA, ILLINOIS, OR OTHER STATES FOR ANY
DEFICIENCY PRIOR TO OR FOLLOWING FORECLOSURE, IN ACCORDANCE WITH ILLINOIS LAW,
AND IF BENEFICIARY OBTAINS A DEFICIENCY JUDGMENT IN A STATE OTHER THAN IN
CALIFORNIA, THEN BENEFICIARY SHALL HAVE THE RIGHT TO ENFORCE SUCH JUDGMENT IN
CALIFORNIA, AS WELL AS IN OTHER STATES;.
(iv) AFFILIATED GUARANTOR REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT:
(1) THIS SECTION 14.5 WAS A MATERIAL INDUCEMENT FOR BENEFICIARY TO ENTER INTO
THE AFFILIATED GUARANTY AND ENTER INTO THIS DEED OF TRUST AND BENEFICIARY WOULD
NOT HAVE ENTER INTO THE AFFILIATED GUARANTY OR ENTERED INTO THIS DEED OF TRUST
BUT FOR THIS SECTION 14.5.
(2) TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH IN
THIS SECTION 14.5, AFFILIATED GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM OR RIGHT TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
GOVERNS THIS DEED OF TRUST AND THE AFFILIATED GUARANTY AND AFFILIATED GUARANTOR
HEREBY CONFIRMS THAT EACH OF THE FOREGOING DOCUMENTS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE