This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, other than its doctrine regarding conflicts of laws. Guarantor irrevocably submits to the personal jurisdiction of any federal or state court sitting in the Commonwealth of Kentucky with respect to any matter arising under this Guaranty and hereby appoints                     , having an address at                     , Kentucky as its agent for service of process. Guarantor consents to jurisdiction of the courts of the Commonwealth of Kentucky and of the Federal courts sitting in the Commonwealth of Kentucky, and consents to venue in the Commonwealth of Kentucky, and Guarantor waives any right to stay, remove, or otherwise directly or indirectly interfere with such action based on such jurisdiction.