Consent to Jurisdiction. Each Guarantor agrees that any suit for the enforcement of this Guaranty or any of the other Credit Documents may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New York and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices specified herein, such service to become effective 15 days after such mailing. Nothing herein shall affect the right of a [[Organization A:Organization]] to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Guarantor in any other jurisdiction. Each Guarantor agrees that a final judgment in any 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; provided that nothing in this Section 5 is intended to impair a Guarantor’s right under applicable law to appeal or seek a stay of any judgment.

SECTION # Jurisdiction; Consent to Jurisdiction.Service of Process. (a) Each Guarantor agrees that any suithereby irrevocably and unconditionally submits, for itself and its property, to the enforcement of this Guaranty or anyexclusive jurisdiction of the other Credit Documents may be brought in the courtsSupreme Court of the State of New York sitting in New York County, orBorough of Manhattan and of the United States forDistrict Court of the Southern District of New York and, by executionYork, and deliveryany appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty,Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Guarantorof the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding bymay be heard and determined in such New York State or, to the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices specified herein, such service to become effective 15 days after such mailing. Nothing herein shall affect the right of a [[Organization A:Organization]] to serve process in any other mannerextent permitted by law or to commence legal proceedings or to otherwise proceed against a Guarantorlaw, in any other jurisdiction.such Federal court. Each Guarantorof the parties hereto 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; provided that nothinglaw. Nothing in this Section 5 is intendedAgreement or any other Loan Document shall affect any right that the Administrative Agent or other Guaranteed Party may otherwise have to impair a Guarantor’s right under applicable lawbring any action or proceeding relating to appealthis Agreement or seek a stayany other Loan Document against any Guarantor or its properties in the courts of any judgment.jurisdiction.

ConsentSECTION # Submission to Jurisdiction. Each Guarantor agrees that any suit forirrevocably submits to the enforcementjurisdiction of this Guaranty or any of the other Credit Documents may be brought in the courts of the State of New York in New York County, orand of the courts of the United States forof America having jurisdiction in the Southern DistrictState of New York and, by execution and deliveryfor the purpose of any legal action or proceeding in any such court with respect to, or arising out of, this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts.Note Purchase Agreement or the Notes. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courtsbeing served in any suchsuit, action or proceeding by the mailing of copiesa copy thereof by registered or certified mail, postage prepaid, return receipt requested, to it at the address for noticesof such Guarantor specified herein, such servicein or designated pursuant to become effective 15 days after such mailing. Nothing herein shall affect the right of a [[Organization A:Organization]] to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Guarantor in any other jurisdiction. Each Guarantor agrees that a final judgment in any 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; provided that nothing in this Section 5 is intended to impair a Guarantor’s right under applicable law to appeal or seek a stay of any judgment.

Consent to Jurisdiction. Each Guarantor agreesThe parties irrevocably # agree that any suit for the enforcementsuit, action, or other legal proceeding arising out of this Guaranty or any of the other Credit Documents may be brought in the courts of record of the State of New York in New York County, or the courts of the United States forlocated in such state; # consents to the Southern Districtjurisdiction of each such court in any such suit, action, or proceeding. Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Guaranty, and hereby further irrevocably waives any claim that the State of New York and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably acceptsis not a convenient forum for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices specified herein, such service to become effective 15 days after such mailing. Nothing herein shall affect the right of a [[Organization A:Organization]] to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Guarantor in any other jurisdiction. Each Guarantor agrees that a final judgment in any 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; provided that nothing in this Section 5 is intended to impair a Guarantor’s right under applicable law to appeal or seek a stay of any judgment.proceeding.

ConsentTHIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to Jurisdiction. Each Guarantor agrees that any suit for the enforcement of this GuarantyCredit Agreement or any of the other Credit DocumentsDocument may be brought in the courts of the State of New York in New York County, or of the United States for the Southern District of New YorkYork, and any appellate court from any thereof, and, by execution and delivery of this Guaranty,Credit Agreement, each GuarantorBorrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of such courts. Each GuarantorBorrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices specified herein,pursuant to Section 11.1, such service to become effective 15 days after such mailing. Nothing herein shall affect the right of a [[Organization A:Organization]] to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a GuarantorBorrower in any other jurisdiction. Each GuarantorBorrower agrees that a final judgment in any 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; provided that nothing in this Section 5[Section 11.11(a)] is intended to impair a Guarantor’Borrower’s right under applicable law to appeal or seek a stay of any judgment.

Consent to Jurisdiction. EachAny [[Organization C:Organization]] action or proceeding against the Guarantor agrees that any suit for the enforcement ofwith respect to this Guaranty or any of the other Credit Documentsobligations guaranteed hereby may be brought in the courts of the State of New York in New York County, orYork, United States of America, the United States forFederal Courts in such State, or in the Southern Districtcourts of New York and, by executionany other appropriate jurisdiction, as the Creditors may elect, and delivery of this Guaranty, eachthe Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally,submits to the jurisdiction of such courts. Eachcourts for the purpose of any such action or proceeding. The Guarantor further irrevocably consents to thehereby agrees that service of process out of any of the aforementioned courts in any such action or proceeding brought in New York may be made upon it by serving a copy of the summons and other [[Organization C:Organization]] process in any such action or proceeding on the Guarantor by mailing of copies thereofor delivering the same by registered or certified mail, postage prepaid,hand to itthe Guarantor at the address indicated for notices specified herein,in [Section 9] hereof. The service, as herein provided, of such service to become effective 15 days after such mailing. Nothing herein shall affect the right of asummons or other [[Organization A:C:Organization]] to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Guarantor in any other jurisdiction. Each Guarantor agrees that a final judgment in anysuch action or proceeding shall be conclusivedeemed personal service and mayaccepted by the Guarantor as such, and shall be enforced in other jurisdictions[[Organization C:Organization]] and binding by suit on the judgment or in any other manner provided by law; provided that nothing in this Section 5 is intended to impair a Guarantor’s right under applicable law to appeal or seek a stayGuarantor for all the purposes of any judgment.such action or proceeding. In the event that the Guarantor shall not be conveniently available for such service, the Guarantor hereby irrevocably appoints Farkouh, Furman & Faccio, LLP, 460 Park Avenue, [[Address A:Address]] 10022, Attention: Fred Farkouh as its agent for service of process in respect of the proceeding before such courts (and agrees that service on such agent shall be deemed personal service).