COURTS
LOCATED WITHIN CALIFORNIA; (B) CONSENT TO THE JURISDICTION OF ANY SUCH COURT AND
CONSENT TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY PERSONAL
DELIVERY OR ANY OTHER METHOD PERMITTED BY LAW; AND (C) WAIVE ANY AND ALL RIGHTS
BORROWER MAY HAVE TO OBJECT TO THE JURISDICTION OF ANY SUCH COURT OR TO TRANSFER
OR CHANGE THE VENUE OF ANY SUCH ACTION OR PROCEEDING.
7.7
MUTUAL WAIVER OF JURY TRIAL. BORROWER AND TRADE BANK EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO, (A) ANY LOAN DOCUMENT, (B) ANY OTHER PRESENT OR
FUTURE AGREEMENT, INSTRUMENT OR DOCUMENT BETWEEN TRADE BANK AND BORROWER, OR
(C) ANY CONDUCT, ACT OR OMISSION OF TRADE BANK OR BORROWER OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS OR
ENTITIES AFFILIATED WITH TRADE BANK OR BORROWER, WHICH WAIVER WILL APPLY IN ALL
OF THE MENTIONED CASES WHETHER THE CASE IS A CONTRACT OR TORT CASE OR ANY OTHER
CASE. BORROWER REPRESENTS AND WARRANTS THAT NO OFFICER, REPRESENTATIVE OR AGENT
OF TRADE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT TRADE BANK WOULD NOT
SEEK TO ENFORCE THIS WAIVER OF JURY TRIAL.
7.8
SEVERABILITY. SHOULD ANY PROVISION OF ANY LOAN DOCUMENT BE PROHIBITED BY,
OR INVALID UNDER APPLICABLE LAW, OR HELD BY ANY COURT OF COMPETENT JURISDICTION
TO BE VOID OR UNENFORCEABLE, SUCH DEFECT SHALL NOT AFFECT, THE VALIDITY OF THE
OTHER PROVISIONS OF THE LOAN DOCUMENTS.
7.9
ENTIRE AGREEMENT; AMENDMENTS. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
ARE THE FINAL, ENTIRE AND COMPLETE AGREEMENT BETWEEN BORROWER AND TRADE BANK
CONCERNING THE CREDIT EXTENSIONS AND THE FACILITY; SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS NEGOTIATIONS AND ORAL REPRESENTATIONS AND AGREEMENTS. THERE ARE
NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES
CONCERNING THE CREDIT EXTENSIONS OR THE FACILITY WHICH ARE NOT SET FORTH IN THE
LOAN DOCUMENTS. THIS AGREEMENT AND THE SUPPLEMENT MAY NOT BE WAIVED, AMENDED OR
SUPERSEDED EXCEPT IN A WRITING EXECUTED BY BORROWER AND TRADE BANK.
7.10
COLLECTION OF PAYMENTS. UNLESS OTHERWISE SPECIFIED IN ANY LOAN
DOCUMENT, OTHER THAN THIS AGREEMENT OR ANY NOTE, ALL PRINCIPAL, INTEREST AND ANY
FEES DUE TO TRADE BANK BY BORROWER UNDER THIS AGREEMENT, THE ADDENDUM, ANY
SUPPLEMENT, ANY FACILITY DOCUMENT, ANY COLLATERAL DOCUMENT OR ANY NOTE, WILL BE
PAID BY TRADE BANK HAVING WELLS FARGO DEBIT ANY OF BORROWER'S ACCOUNTS WITH
WELLS FARGO AND FORWARDING SUCH AMOUNT DEBITED TO TRADE BANK, WITHOUT
PRESENTMENT, PROTEST, DEMAND FOR REIMBURSEMENT OR PAYMENT, NOTICE OF DISHONOR OR
ANY OTHER NOTICE WHATSOEVER, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY
BORROWER. SUCH DEBIT WILL BE MADE AT THE TIME PRINCIPAL, INTEREST OR ANY FEE IS
DUE TO
8
TRADE BANK PURSUANT TO THIS AGREEMENT, THE ADDENDUM, ANY SUPPLEMENT, ANY
FACILITY DOCUMENT, ANY COLLATERAL DOCUMENT OR ANY NOTE.
7.11
COSTS, EXPENSES AND ATTORNEYS' FEES. BORROWER WILL REIMBURSE TRADE
BANK FOR ALL COSTS AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES