checks, drafts,
cash and other remittances, notes, trade acceptances or other instruments or
contracts for the payment of money, appropriately endorsed to the Secured
Party's order and, regardless of the form of such endorsement, the Debtor hereby
waives presentment, demand, notice of dishonor, protest and notice of protest
and all other notices with respect thereto. Pending such deposit, the Debtor
agrees that it will not commingle any such checks, drafts, cash and other
remittances with any of the Debtor's funds or property, but will hold them
separate and apart therefrom and upon an express trust for the Secured Party,
until delivery thereof is made to the Secured Party.
6.
Waivers.
The Debtor hereby waives all demands, notices and protests of every kind which
are not expressly required under this Agreement which are permitted by law to be
waived, and which would, if not waived, impair the Secured Party's enforcement
of this Agreement or release any Collateral from the Liens of the Secured Party
under this Agreement.
7.
Actions and Proceedings.
THE DEBTOR HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND
VENUE OF ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR SHALL OPERATE TO PRECLUDE THE SECURED PARTY FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE SECURED PARTY. THE DEBTOR
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND HEREBY WAIVES ANY OBJECTION WHICH IT MAY
HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS. THE DEBTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO THE DEBTOR AT THE ADDRESS FOR NOTICE SET FORTH
HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
9
8.
Waiver of Jury Trial.
THE PARTIES HERETO HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT
OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, BETWEEN THE SECURED PARTY AND THE DEBTOR ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED IN
CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO.
9.
Address for Notices and Service of Process.
All notices hereunder shall be in writing and shall be conclusively deemed to
have been received and shall be effective (a) on the day on which delivered if
delivered personally or transmitted by facsimile