EACH GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW
YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE
AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
GUARANTY OR ANY OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.
TO THE EXTENT
PERMITTED BY LAW, EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH
GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO BORROWER AT THE ADDRESS SET FORTH IN THIS GUARANTY, OR AS OTHERWISE
DESIGNATED IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THE CREDIT AGREEMENT AND
THAT SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.
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EACH GUARANTOR AND ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY, TO THE OTHER FINANCING DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH GUARANTOR ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH PARTY HAS RELIED ON THE WAIVER IN ENTERING INTO THIS GUARANTY AND THE OTHER
FINANCING DOCUMENTS, AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN
THEIR RELATED FUTURE DEALINGS.
EACH GUARANTOR WARRANTS AND REPRESENTS THAT IT
HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
This Guaranty may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.
Notwithstanding anything herein to the contrary, this Guaranty and the exercise
of any right or remedy hereunder are subject to the provisions of any applicable
Intercreditor Agreements, and further, to the extent any provision herein
contained shall be inconsistent with any provision contained in any
Intercreditor Agreement, the provisions of such Intercreditor Agreement shall
prevail.
In addition to and without limitation of any of the foregoing, this Guaranty
shall be deemed to be a Financing Document and shall otherwise be subject to all
of general terms and conditions contained in Article 11 of the Credit Agreement,
mutatis mutandi.
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IN WITNESS WHEREOF, this Guaranty has been duly executed by each Guarantor as of
the date of the Credit Agreement first written above.
WARREN RESOURCES OF CALIFORNIA, INC., as a Guarantor
WARREN E&P, INC., as a Guarantor
WARREN MARCELLUS LLC, as a Guarantor
By:
/s/ Stewart P. Skelly
Name:
Stewart P. Skelly
Title:
Vice President and Treasurer
[Signature Page