OTHER LOAN DOCUMENT AGAINST THE U.S.
GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(h) THE U.S. GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT
8
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(i) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 11.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.
(j) THIS GUARANTY SHALL (i) BIND THE U.S. GUARANTOR AND ITS SUCCESSORS AND
ASSIGNS, PROVIDED THAT THE U.S. GUARANTOR MAY NOT ASSIGN ITS RIGHTS AND
OBLIGATIONS UNDER THIS GUARANTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT (AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE
VOID) AND (B) INURE TO THE BENEFIT OF THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE OTHER SECURED PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND THE
LENDERS MAY ASSIGN, SELL OR GRANT PARTICIPATIONS IN THE GUARANTEED OBLIGATIONS
AND THIS GUARANTY, IN WHOLE OR IN PART.
18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES PARTY TO THE LOAN DOCUMENTS HAVE
BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
19. [Reserved].
20. Foreign Currency. If the Administrative Agent so notifies the U.S. Guarantor
in writing, at the Administrative Agent's sole and absolute discretion, payments
under this Guaranty shall be the Dollar Equivalent of the Guaranteed Obligations
or any portion thereof, determined as of the date payment is made. If any claim
arising under or related to this Guaranty is reduced to judgment denominated in
a currency (the "Judgment Currency") other than the currencies in which the
Guaranteed Obligations are denominated or the currencies payable hereunder
(collectively the "Obligations Currency"), the judgment shall be for the
equivalent in the Judgment Currency of the amount of the claim denominated in
the Obligations Currency included in the