AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE.
EACH OF MAKER AND PAYEE IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE TO HEAR AND DETERMINE
ANY SUIT, ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE OUT
OF OR IN CONNECTION HEREWITH AND WITH THE DEBT DOCUMENTS (COLLECTIVELY, THE
"PROCEEDINGS"), AND EACH OF MAKER AND PAYEE FURTHER IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL
IS SOUGHT TO ANOTHER OF THE ABOVE-NAMED COURTS). EACH OF MAKER AND PAYEE
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MIGHT NOW OR HEREAFTER HAVE TO THE
ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR AND DETERMINE
ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT IT IS NOT PERSONALLY SUBJECT
TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER, THAT IT
OR ITS PROPERTY IS IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER, THAT ANY
SUCH COURT IS NOT A CONVENIENT OR APPROPRIATE FORUM IN EACH CASE WHETHER ON THE
GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR OTHERWISE. EACH OF MAKER AND PAYEE
ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT
OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO THE OTHER
PARTY WHICH COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS
SUCH, EACH OF MAKER AND PAYEE AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO
WHICH THE OTHER PARTY MAY BE ENTITLED AT LAW OR IN EQUITY, SUCH PARTY WILL BE
ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING OF ANY BOND AND
WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH
PROCEEDINGS IN ANY OTHER COURT. Notwithstanding the foregoing, each of Maker and
Payee shall have the right to apply to a court of competent jurisdiction in the
United States of America or abroad for equitable relief as is necessary to
preserve, protect and enforce its respective rights under this Note and any
other Debt Document, including, but not limited to orders of attachment or
injunction necessary to maintain the status quo pending litigation or to enforce
judgments against Maker, any Obligor or the collateral pledged to Payee pursuant
to any Debt Document or to gain possession of such collateral. EACH OF MAKER AND
PAYEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE,
ANY DEBT DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS