and
unconditionally, guarantees the punctual payment when due, and in the applicable
currency required for such payment under the terms of the Credit Agreement,
whether at stated maturity by acceleration of otherwise, of the Loans, and all
other Obligations (as defined in the Credit Agreement, and including all
renewals, extensions, modifications and refinancings thereof, now or hereafter
existing, whether for principal, interest, fees, expenses or otherwise, and any
and all expenses (including reasonable attorneys' fees and reasonable
out-of-pocket expenses) incurred by the Administrative Agent and other
Guaranteed Parties in enforcing any rights under the Parent Guaranty (as
supplemented hereby).
All references in the Parent Guaranty to "Guarantors" or
any "Guarantor" shall be deemed to include and to refer to the Additional
Guarantor.
SECTION 3.
Governing Law; Appointment of Agent for Service of Process;
Submission to Jurisdiction; Waiver of Jury Trial.
(A)
THIS SUPPLEMENT AND THE PARENT GUARANTY AND THE OTHER CREDIT
DOCUMENTS, THE RIGHTS AND DUTIES OF THE ADDITIONAL GUARANTOR, AND ANY CLAIMS,
DISPUTES OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING
THEREFROM OR RELATING THERETO, SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES THEREOF (EXCEPT THAT THE COLLATERAL RIG MORTGAGE
APPLICABLE TO EACH COLLATERAL RIG MAY BE GOVERNED BY THE LAWS OF THE ACCEPTABLE
FLAG JURISDICTION OF SUCH COLLATERAL RIG).
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL
GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY
ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR
EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE AGAINST THE ADMINISTRATIVE
AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO
THIS SUPPLEMENT OR THE PARENT GUARANTY OR THE TRANSACTIONS RELATING HERETO OR
THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY SUCH COURT, AND THE
ADDITIONAL GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, SOLELY FOR THE
PURPOSE OF ADJUDICATING AND ENFORCING ITS RIGHTS OR OBLIGATIONS, OR THE RIGHTS
OF THE ADMINISTRATIVE AGENT AND OTHER GUARANTEED PARTIES WITH RESPECT TO THIS
GUARANTY AND THE OTHER CREDIT DOCUMENTS AND RELATED
12
TRANSACTIONS, TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT.
NOTHING IN THIS SUPPLEMENT OR THE PARENT GUARANTY
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SUPPLEMENT OR THE PARENT
GUARANTY AGAINST THE ADDITIONAL GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL
GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY