Governing Law; Assignment; Jurisdiction; Notices. This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of New York. This Guaranty shall # bind the ​ and its successors and assigns, provided that the ​ may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void), and # inure to the benefit of the Administrative Agent and ​ and their successors and assigns and the Administrative Agent and ​ may, without notice to the ​ and without affecting the ​’s obligations hereunder, assign, sell or grant participations in the ​ SA Obligations and this Guaranty, in whole or in part to the extent set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each party hereto hereby irrevocably # submits to the exclusive jurisdiction of the Courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any Appellate Court from any thereof, in any action or proceeding arising out of or relating

Governing Law; Assignment; Jurisdiction; Notices. This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of New York. This Guaranty shall # bind the ​ and its successors and assigns, provided that the ​ may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void), and # inure to the benefit of the Administrative Agent and ​ and their successors and assigns and the Administrative Agent and ​ may, without notice to the ​ and

without affecting the ​’s obligations hereunder, assign, sell or grant participations in the Obligations and this Guaranty, in whole or in part to the extent set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. Each party hereto hereby irrevocably # submits to the exclusive jurisdiction of the Courts of the State of New York sitting in New York County and the United States District Court of the Southern District of New York, and any Appellate Court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and # waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.02 of the Credit Agreement. All notices and other communications to the ​ under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit Agreement to the ​ at its address set forth below or at such other address as may be specified by the ​ in a written notice delivered to the Administrative Agent.