TO BRING
ANY SUCH ACTION, SUIT OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION. TO
THE EXTENT THAT SUCH PERSON OR ANY OF ITS PROPERTY IS OR BECOMES ENTITLED AT ANY
TIME TO ANY IMMUNITY ON THE GROUNDS OF SOVEREIGNTY OR OTHERWISE FROM ANY LEGAL
ACTION SUIT OR PROCEEDING, FROM SET-OFF OR COUNTERCLAIM, FROM THE JURISDICTION
OF ANY COMPETENT COURT, FROM SERVICE OF PROCESS, FROM ATTACHMENT PRIOR TO
JUDGMENT, FROM ATTACHMENT IN AID OF EXECUTION, OR FROM EXECUTION PRIOR TO
JUDGMENT, OR OTHER LEGAL PROCESS IN ANY JURISDICTION, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY FOR ITSELF AND ITS PROPERTY DOES HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE, AND AGREE NOT TO PLEAD OR CLAIM, ANY SUCH
IMMUNITY WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER UNDER
OR ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTEE OR ANY OTHER TRANSACTION
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF. SUCH AGREEMENT OR WAIVER SHALL
BE IRREVOCABLE AND NOT SUBJECT TO WITHDRAWAL IN ANY AND ALL JURISDICTIONS
INCLUDING UNDER THE FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED
STATES. EACH PARTY HEREBY GENERALLY CONSENTS TO THE SERVICE OF PROCESS AT ITS
ADDRESS SPECIFIED FOR NOTICE IN SECTION 12.
(iii) EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR ARISING OUT OF OR
RELATING TO THIS GUARANTEE. EACH PARTY ACKNOWLEDGES THAT THE WAIVER OF JURY
TRIAL BY IT IN THIS SECTION 13(f)(iii) IS A MATERIAL INDUCEMENT TO THE
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OTHER PERSONS TO ENTER INTO A BUSINESS RELATIONSHIP WITH IT AND THAT SUCH
PARTIES HAVE RELIED ON THIS SECTION 13(f)(iii) IN ENTERING INTO THE TRANSACTION
DOCUMENTS.
(iv) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT FINAL JUDGMENT
AGAINST IT RENDERED BY SUCH COURTS IN ANY OF THE AFORESAID ACTIONS, SUITS OR
PROCEEDINGS SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION,
WITHIN OR WITHOUT THE UNITED STATES, BY SUIT ON THE JUDGMENT. A CERTIFIED OR
EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF
ITS OBLIGATIONS AND LIABILITIES.
(v) EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS SECTION
13(f)(v) WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY ACCEPTS
AND AGREES TO THIS SECTION 13(f) FOLLOWING CONSULTATION WITH SUCH LEGAL COUNSEL.
THIS SECTION 13(f) IS IRREVOCABLE AND UNCONDITIONAL AND SHALL APPLY TO ANY
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTEE.
(g) Section heading in this Guarantee are included in this Guarantee for the
convenience of reference only and shall not constitute a part of the Guarantee
for any other purpose.
(h) The Guarantor hereby agrees to execute and deliver all such instruments and
to take all such action as the Owner or its permitted assigns, as applicable,
may from time to time reasonably request in order to effectuate fully the
purposes of this Guarantee.
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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed by an
officer