Guarantor, and, by acceptance hereof, Beneficiary hereby irrevocably and unconditionally (a) submits to the non-exclusive jurisdiction of any New York state or federal court sitting in Manhattan in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment, (b) agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court, (c) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and (d) waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of this Guaranty and any claim that any such action or proceeding has been brought in an inconvenient forum.  Guarantor irrevocably appoints its registered agent as its agent to receive service of process or other legal summons for purposes of any such action or proceeding.  Nothing herein shall affect the right of Beneficiary to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against Guarantor in any other jurisdiction.  Guarantor agrees that service of process, summons, notice or other documents in the manner set forth in Section 3.5 to its registered agent at the address set forth in Section 3.5 will be effective service or process for any action, suit, or proceeding brought against it in any New York state or federal court sitting in Manhattan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.