EACH OF THE
ISSUERS, PARENT, DJL AND THE GUARANTORS (IF ANY) HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS.
EACH OF THE ISSUERS, PARENT, DJL AND THE GUARANTORS (IF ANY)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDINGS
BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE
ISSUERS, PARENT, DJL AND THE GUARANTORS (IF ANY) IRREVOCABLY CONSENTS, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO SUCH ISSUER, PARENT, DJL OR SUCH GUARANTOR, AS THE CASE MAY BE, AT THE
ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH
MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY OF THE ISSUERS, PARENT, DJL OR THE
GUARANTORS (IF ANY) IN ANY OTHER JURISDICTION.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED
IN VARIOUS COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
(E)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT
THE MEANING HEREOF.
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO A SECTION,
PARAGRAPH, SUBPARAGRAPH, SCHEDULE OR EXHIBIT, SUCH
31
REFERENCE SHALL MEAN A SECTION, PARAGRAPH, SUBPARAGRAPH, SCHEDULE OR EXHIBIT TO
THIS AGREEMENT UNLESS OTHERWISE INDICATED.
(F)
INTERPRETATION.
THE WORDS "INCLUDE,"
"INCLUDES," AND "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL BE DEEMED IN EACH
CASE TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
THE PHRASES "THE DATE OF
THIS AGREEMENT," "THE DATE HEREOF," AND TERMS OF SIMILAR IMPORT, UNLESS THE
CONTEXT OTHERWISE REQUIRES, SHALL BE DEEMED TO REFER TO JUNE 30, 2005.
THE
WORDS "HEREOF," "HEREIN," "HEREWITH,"
"HEREBY" AND "HEREUNDER" AND WORDS OF
SIMILAR IMPORT SHALL, UNLESS OTHERWISE STATED, BE CONSTRUED TO REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT.
THE
PHRASE "TO THE KNOWLEDGE OF THE ISSUERS" MEANS THE ACTUAL KNOWLEDGE, AFTER DUE
INQUIRY, OF ANY OF THE MEMBERS, MANAGERS, DIRECTORS OR OFFICERS OF EITHER OF THE
ISSUERS, OR ANY OF THEIR RESPECTIVE CONTROLLING PERSONS.
FOR PURPOSES OF THIS