ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO RELATING IN ANY WAY TO THIS GUARANTEE MAY ONLY BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND EACH OF THE GUARANTOR AND, BY ITS ACCEPTANCE OF THIS GUARANTEE, THE TRUSTEE IRREVOCABLY SUBMITS TO THE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH OF THE GUARANTOR AND, BY ITS ACCEPTANCE OF THIS GUARANTEE, THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO REMOVE ANY SUCH ACTION OR PROCEEDING BY REASON OF IMPROPER VENUE OR INCONVENIENT FORUM. AS LONG AS ANY OBLIGATIONS REMAIN OUTSTANDING AND THE INDENTURE HAS NOT BEEN TERMINATED, SERVICE OF PROCESS UPON THE GUARANTOR AND, BY ITS ACCEPTANCE OF THIS GUARANTEE, THE TRUSTEE SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE IN ANY SUCH LEGAL ACTION OR PROCEEDING. EACH OF THE GUARANTOR AND, BY ITS ACCEPTANCE OF THIS GUARANTEE, THE TRUSTEE HEREBY IRREVOCABLY WAIVES TRIAL BY JURY.