IN THE EVENT SUCH UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF DELAWARE ALSO DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH MATTER, ANY DELAWARE
STATE COURT SITTING IN NEW CASTLE COUNTRY, DELAWARE AND IRREVOCABLY AGREES THAT
ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SUCH ACTIONS OR PROCEEDINGS ARE BASED
IN STATUTE, TORT, CONTRACT OR OTHERWISE), SHALL BE LITIGATED IN SUCH COURTS.
EACH PERSON BOUND BY THIS AGREEMENT (A) CONSENTS TO SUBMIT ITSELF TO THE
PERSONAL JURISDICTION OF SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (B) AGREES
THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) AGREES THAT IT WILL NOT
BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. EACH
PERSON BOUND BY THIS AGREEMENT ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE AND IRREVOCABLE
JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM
NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY NON-APPEALABLE
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTIONS OR PROCEEDINGS.
SERVICE OF PROCESS MAY BE EFFECTED BY CERTIFIED MAIL TO THE RESPECTIVE PARTY AT
THE ADDRESS PROVIDED FOR NOTICE HEREIN OR ON FILE WITH THE BOOKS AND RECORDS OF
THE BUSINESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON BOUND BY THIS
AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. NOTWITHSTANDING
THE OTHER PROVISIONS OF THIS SECTION 10(g), WITH RESPECT TO ANY CLAIM OF ANY
KIND OR DESCRIPTION (WHETHER IN LAW OR IN EQUITY AND WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) INVOLVING ANY FINANCING SOURCE OR ANY OF THEIR RESPECTIVE
FORMER, CURRENT OR FUTURE DIRECT OR INDIRECT OFFICERS, DIRECTORS, GENERAL OR
LIMITED PARTNERS, MEMBERS, MANAGERS, STOCKHOLDERS, OTHER EQUITYHOLDERS,
CONTROLLING PERSONS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, OR
REPRESENTATIVES ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, THE DEBT FINANCING, THE COMMITMENT LETTERS, OR THE PERFORMANCE
OF SERVICES THEREUNDER, THE PARTIES AGREE THAT (I) SUCH CLAIMS SHALL BE SUBJECT
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN AND ANY APPELLATE COURT THEREFROM, AND (II) THEY SHALL NOT BRING OR
PERMIT ANY OF THEIR RESPECTIVE AFFILIATES TO BRING ANY CLAIM REFERRED TO IN THIS
SECTION 10(g), OR VOLUNTARILY SUPPORT ANY OTHER PERSON IN BRINGING ANY SUCH
CLAIM, IN ANY OTHER COURTS. IT IS EXPRESSLY AGREED THAT THE FINANCING SOURCES
ARE THIRD PARTY BENEFICIARIES OF THIS SECTION 10(g).
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LEGAL ACTION ARISING OUT OF OR RELATING