or enforceability of such provision in any other
jurisdiction.
The language used in this Security Agreement will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party.
This Security
Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, and all such counterparts taken together shall
be deemed to constitute one instrument.
24.
Waiver of Jury Trial; Venue; Jurisdiction.
PLEDGOR AND SECURED
PARTY WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS (A) UNDER THIS SECURITY AGREEMENT OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR SECURITY AGREEMENT WHICH MAY BE DELIVERED IN THE FUTURE
IN CONNECTION WITH THE OBLIGATIONS, OR (B) ARISING FROM THE TRANSACTIONS
CONTEMPLATED BY THIS SECURITY AGREEMENT AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
PLEDGOR AND
SECURED PARTY IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY,
MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THIS SECURITY AGREEMENT
OR THE OBLIGATIONS SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE
CITY OF SAN FRANCISCO, STATE OF CALIFORNIA.
PLEDGOR AND SECURED PARTY HEREBY
CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN SAID CITY AND STATE.
PLEDGOR AND SECURED PARTY HEREBY
WAIVES ANY RIGHT HE OR IT MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH
ACTION OR PROCEEDING.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Security
Agreement as of the date first set forth above.
PLEDGOR:
SECURED PARTY:
THE SAINT JAMES EOS WINE COMPANY
SAPHIRE ADVISORS, LLC
By:
By:
Its:
Its:
SAPPHIRE WINES, LLC
By: THE SAINT JAMES EOS WINE COMPANY
By:
Its:
EMERALD WINES, LLC
By: THE SAINT JAMES EOS WINE COMPANY
By:
Its: