Code of the State, as in effect from time
to time, which is not defined in this Mortgage shall have the meaning ascribed
to that term in the Uniform Commercial Code of the State. If a term is defined
in Article 9 of the Uniform Commercial Code of the State differently than in
another Article of the Uniform Commercial Code of the State, the term shall have
the meaning specified in Article 9.
Section 9.11 Governing Law.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS MORTGAGE (AND UNDER THE
OTHER LOAN DOCUMENTS IN ACCORDANCE WITH THEIR TERMS) SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF
CALIFORNIA WITHOUT GIVING EFFECT TO THE CONFLICTS-OF-LAW RULES AND PRINCIPLES OF
SUCH STATE. GRANTOR AND BENEFICIARY FURTHER ACKNOWLEDGE, AGREE AND STIPULATE
THAT THE STATE OF CALIFORNIA HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES
INVOLVED IN THIS TRANSACTION AND TO THE UNDERLYING TRANSACTIONS SECURED BY THIS
MORTGAGE. NOTWITHSTANDING THE FOREGOING, THE PARTIES FURTHER AGREE THAT:
(a) THE PROCEDURES GOVERNING THE ENFORCEMENT BY BENEFICIARY OF PROVISIONAL
REMEDIES AGAINST GRANTOR DIRECTLY RELATING TO THE SECURED PROPERTY, INCLUDING,
BY WAY OF ILLUSTRATION BUT NOT LIMITATION, ANY SUCH ACTIONS FOR REPLEVIN, FOR
CLAIM AND DELIVERY OF PROPERTY, OR FOR THE APPOINTMENT OF A RECEIVER, SHALL BE
GOVERNED BY THE LAWS OF NEW HAMPSHIRE; AND
(b) THE LAWS OF NEW HAMPSHIRE SHALL APPLY TO THE EXTENT, BUT ONLY TO THE EXTENT,
NECESSARY IN ORDER TO CREATE, PERFECT AND FORECLOSE THE SECURITY INTERESTS,
LIENS AND ASSIGNMENTS OF RENTS AND LEASES ARISING UNDER THIS MORTGAGE; PROVIDED,
HOWEVER, THAT NOTHING IN THIS SECTION SHALL IN ANY EVENT BE CONSTRUED TO PROVIDE
THAT THE SUBSTANTIVE LAW OF NEW HAMPSHIRE SHALL APPLY TO THE OBLIGATIONS AND
INDEBTEDNESS SECURED BY THIS MORTGAGE OR EVIDENCED BY THE LOAN DOCUMENTS, WHICH
ARE AND SHALL CONTINUE TO BE GOVERNED BY THE SUBSTANTIVE LAW OF THE STATE OF
CALIFORNIA. IN SUCH CONNECTION, THE PARTIES FURTHER AGREE THAT:
(1) BENEFICIARY MAY ENFORCE ITS RIGHTS UNDER THE LOAN DOCUMENTS (INCLUDING
WITHOUT LIMITATION ITS RIGHT TO SUE GRANTOR, TO COLLECT ANY OUTSTANDING
INDEBTEDNESS OR TO OBTAIN A JUDGMENT AGAINST GRANTOR IN CALIFORNIA, NEW
HAMPSHIRE OR ANY OTHER STATE FOR ANY DEFICIENCY PRIOR TO OR FOLLOWING
FORECLOSURE) IN ACCORDANCE WITH THE TERMS THEREOF. IF BENEFICIARY OBTAINS A
DEFICIENCY JUDGMENT IN A STATE OTHER THAN NEW HAMPSHIRE, THEN BENEFICIARY SHALL
HAVE THE RIGHT TO ENFORCE SUCH JUDGMENT IN NEW HAMPSHIRE, AS WELL AS IN ANY
OTHER STATE; AND
(2) ANY LAWS OF NEW HAMPSHIRE RELATING TO USURY, ANTI-DEFICIENCY, ONE FORM OF
ACTION, SECURITY-FIRST OR ANY SIMILAR MATTERS SHALL BE INAPPLICABLE TO THE
OBLIGATIONS AND INDEBTEDNESS SECURED BY THIS MORTGAGE AND TO THE ENFORCEMENT OR
REALIZATION BY BENEFICIARY OF ITS RIGHTS AND REMEDIES RELATING THERETO,
INCLUDING (i) BENEFICIARY'S RIGHT TO OBTAIN A DEFICIENCY JUDGMENT EITHER PRIOR
TO OR FOLLOWING FORECLOSURE OR (ii) BENEFICIARY'S RIGHT TO FORECLOSE ON THE
SECURED PROPERTY JUDICIALLY OR NONJUDICIALLY FOLLOWING ANY EXERCISE OR
ENFORCEMENT OF ANY OTHER RIGHTS OR REMEDIES OF BENEFICIARY.
Section