hereof in connection with the enforcement of
any of its rights under this Agreement and/ or the Note or under any such other
instrument, including court costs and reasonable attorneys' fees.
19.
APPLICABLE LAW: THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, THE LAWS OF WHICH BORROWER HEREBY EXPRESSLY ELECTS TO APPLY TO THIS
AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW
THEREUNDER.
BORROWER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR
ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT.
20.
WAIVER OF JURY TRIAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND
ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING
BETWEEN BORROWER AND SECURED PARTY OR THEIR SUCCESSORS AND ASSIGNS, OUT OF OR IN
ANY WAY CONNECTED WITH THIS AGREEMENT OR THE NOTE.
IT IS INTENDED THAT SAID
WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY
ACTION OR PROCEEDINGS BETWEEN BORROWER AND SECURED PARTY.
21.
CONSENT TO JURISDICTION. BORROWER HEREBY (a) IRREVOCABLY
SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE STATE OF CALIFORNIA, LOS ANGELES COUNTY, WITH RESPECT TO
ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT AND/OR THE COLLATERAL OR
ANY MATTER ARISING THEREFROM OR RELATING THERETO, AND (b) WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS
WITH RESPECT THERETO.
IN ANY SUCH ACTION OR PROCEEDING, BORROWER WAIVES
PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS
THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT ITS OFFICES SET FORTH IN THIS
AGREEMENT OR OTHER ADDRESS THEREOF OF WHICH SECURED PARTY HAS RECEIVED NOTICE AS
PROVIDED IN THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING,
BORROWER CONSENTS
TO THE COMMENCEMENT BY SECURED PARTY OF ANY ACTION OR PROCEEDING IN ANY OTHER
JURISDICTION TO ENFORCE ITS RIGHTS IN AND TO THE COLLATERAL AND WAIVES ANY
OBJECTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
NON CONVENIENS OF ANY SUCH ACTION OR PROCEEDING.
IN WITNESS WHEREOF, the Parties have executed this Security
Agreement as of the Effective Date.
BORROWER
Surge Global Energy, Inc.,
A Delaware Corporation
By:
/s/ E. Jamie Schloss
E. Jamie Schloss
Its:
Chief
Executive Officer
-13-
Acknowledgment of, and agreement to, terms and condi­tions:
SECURED PARTY
David McGuire, an individual
By:
/s/ David
McGuire
David McGuire
-14-
SCHEDULE "1"
Collateral
All segregable properties, assets and rights of the Borrower used in or in
connection with the Business, whether operated as a separate division by
Borrower or otherwise, including, without limitation, now owned or hereafter
acquired at