Common use of Submission to Jurisdiction; Service of Process Clause in Contracts

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentcourt. Each of the Designated Subsidiaries Kraft Foods and each Borrower hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International Borrower and each other Borrower hereby Kraft Foods further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International such Borrower or such other BorrowerKraft Foods, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries Borrower (other than Altria) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon Altria at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent Federal court. Kraft and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries Borrower hereby agrees agree that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon the process agent appointed pursuant to Section 9.11(b) (the "Process Agent, ") and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary court. Kraft Foods and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries Borrower hereby agrees agree that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent Federal court. Kraft and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries Borrower hereby agrees agree that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries Borrower (other than PMI) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon PMI at Xxxxxxxxxx Commons One, 0000 Xxxxxx Xxxxx, 2nd floor, Richmond, Virginia 23236, Attention: Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.029.2. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries Borrower (other than Altria) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon Altria at its offices at 100 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the non-exclusive jurisdiction of the United States District Court federal and state courts in the Borough of Manhattan in the Southern District City of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement, any Note Indenture or the Notes or any Designation Agreement, transaction contemplated hereby or for recognition or enforcement of any judgment, and each thereby. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect waives any objection to the laying of venue of any such action suit or proceeding may be heard arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby in federal and determined exclusively in such United States District Court or, state courts in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary Borough of Manhattan in the jurisdiction City of organization New York and irrevocably and unconditionally waives and agrees not to plead or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought claim in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action suit or proceeding in any such court by has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company as its authorized agent in the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each Borough of Manhattan in the parties hereto agrees that a final judgment City of New York upon which process may be served in any such action suit or proceeding proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to Qihoo 360 Technology Co. Ltd., Building Nx. 0, 0 Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 100015, People’s Republic of China, Attention: Axxx Xxxxx Xx, shall be conclusive deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or date of this Indenture. If for any reason such agent shall cease to be such agent for service of process, the Company shall forthwith appoint a new agent of recognized standing for service of process in any other manner provided by lawthe State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing in this Agreement herein shall affect the right of the Trustee, any agent or any Note shall affect any right that any party may otherwise have Holder to serve legal process in any other manner permitted by lawlaw or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent Federal court. Kraft and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries Borrower hereby agrees agree that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon the Process Agent, process agent appointed pursuant to Section 9.11(b) (the "PROCESS AGENT") and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyCounty and of 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 Agreement, any Note the Holdco Guaranty Agreement or any Designation Agreementthe Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined exclusively in such United States District Court New York State or, to the extent permitted by law, in the event such United States District Court lacks subject matter jurisdiction, such Supreme CourtFederal court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International Xxxxx Xxxxx and each other Borrower hereby the Borrowers further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International Xxxxx Xxxxx or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement, the Holdco Guaranty Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentcourt. Each of the Designated Subsidiaries Borrower hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreementthe Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries The Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon CT Corporation System (the “Process Agent”), and each Designated Subsidiary hereby irrevocably directs with an office on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx (or such other address in the United States as notified to the Administrative Agent by the Process Agent as from time to time, and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other The Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, the Borrower at its address specified pursuant to Section 9.028.2. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to the Loan Documents or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyCounty and of 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 Agreement, any Note the Holdco Guaranty Agreement or any Designation Agreementthe Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard and determined exclusively in such United New York State or, to the extent permitted by law, in such Federal courtUnited States District Court or, in the event such United States District Court lacks if that court does not have subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International Xxxxx Xxxxx and each other Borrower hereby the Borrowers further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International Xxxxx Xxxxx or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement, the Holdco Guaranty Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or Federal court of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York America sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in any such New York state court or, to the extent permitted by law, in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries Borrower (other than PM Companies) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such Federal court may be made upon PM Companies at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Secretary (the "Process Agent, ") and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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 51 judgment or in any other manner provided by law. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York York, in each case, sitting in New York County, and any appellate court from any thereof, in any action or proceeding (whether in contract, tort or otherwise and whether at law or in equity) arising out of or relating to this Agreement, any Note Agreement or any Designation Agreementother Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz Mondelez International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz Mondelez International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note other Loan Document shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary court. Kraft and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries Borrower hereby agrees agree that service of process in any such action or proceeding brought in any such court may be made upon the process agent appointed pursuant to Section 9.11(b) (the “Process Agent, ”) and each Designated Subsidiary hereby irrevocably directs appoints the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, Borrower at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawlaw or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York and the Supreme Court of the State of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreementthe Repurchase Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined exclusively in such United States District Court State court or, to the fullest extent permitted by applicable law, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgmentFederal court. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of the parties hereto Party 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. Nothing in this Agreement or any Note the other Repurchase Documents shall affect any right that any party Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Seller or its properties in the courts of any jurisdiction. Seller irrevocably and unconditionally waives, to the fullest extent permitted by Requirements of Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party irrevocably consents to service of process in the manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of any party hereto to serve legal process in any other manner permitted by applicable law. • IMPORTANT WAIVERS. • SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY BUYER OR ANY INDEMNIFIED PERSON. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE DOCUMENTS, THE PURCHASED ASSETS, THE TRANSACTIONS, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY REPURCHASE DOCUMENT OR THE TRANSACTIONS. - 84 - • SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PERSON WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY. • EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 18.03 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE REPURCHASE DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE REPURCHASE DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. • THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE REPURCHASE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. • THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE REPURCHASE DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE REPURCHASE OBLIGATIONS. • Integration. The Repurchase Documents supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral), including, without limitation, the Term Sheet, between the Parties relating to a sale and repurchase of Purchased Assets and the other matters addressed by the Repurchase Documents, and contain the entire final agreement of the Parties relating to the subject matter thereof.

Submission to Jurisdiction; Service of Process. Each of the parties hereto Company and the Selling Shareholders hereby irrevocably and unconditionally submits, for itself and its property, submit to the non-exclusive jurisdiction of the United States District Court U.S. federal and New York state courts in the Borough of the Southern District Manhattan in The City of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. Each of the Company and the Selling Shareholders waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company and the Selling Shareholders agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Selling Shareholder, as applicable, and may be enforced in any Note court to the jurisdiction of which Company and each Selling Shareholder, as applicable, is subject by a suit upon such judgment. The Company and each Selling Shareholder has irrevocably appointed Novocure Inc., a Delaware corporation, located 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by any Underwriter, the directors, officers, employees, assigns, joint ventures and agents of any Underwriter, or by any person who controls any Underwriter, and agrees that service of process upon the Authorized Agent, and written notice of such service to the Company or any Designation Agreementsuch Selling Shareholder, as the case may be, by the person serving the same to the address provided in this Section 17(c), shall be deemed in every respect effective service of process upon the Company and such Selling Shareholder in any such suit or proceeding. Each of the Company and the Selling Shareholders hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for recognition or enforcement service of any judgmentprocess, and each of the parties hereto hereby irrevocably Company and unconditionally agrees that the Selling Shareholders further agree to take any and all claims in respect action, including the filing of any such action or proceeding and all documents that may be heard necessary to continue such appointment in full force and determined exclusively in such United States District Court oreffect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each of the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding Company and the Selling Shareholders. Notwithstanding the foregoing, (i) any action arising out of or based upon this Agreement may also be instituted by any Underwriter, the Administrative Agent directors, officers, employees, assigns, joint ventures and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts agents of any other Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in connection with the enforcement Jersey or elsewhere. The provisions of this Section 17(c) shall survive any judgment. Each termination of the Designated Subsidiaries hereby agrees that service of process this Agreement, in any such action or proceeding brought in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each of 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 whole or in any other manner provided by law. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by lawpart.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the non-exclusive jurisdiction of the United States District Court federal and state courts in the Borough of Manhattan in the Southern District City of New York and the Supreme Court of the State of New York sitting in New York County, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement, any Note Indenture or the Notes or any Designation Agreement, transaction contemplated hereby or for recognition or enforcement of any judgment, and each thereby. Each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect waives any objection to the laying of venue of any such action suit or proceeding may be heard arising out of or relating to this Indenture or the Notes or any transaction contemplated hereby or thereby in federal and determined exclusively in such United States District Court or, state courts in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary Borough of Manhattan in the jurisdiction City of organization New York and irrevocably and unconditionally waives and agrees not to plead or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought claim in any such court may be made upon the Process Agent, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action suit or proceeding in any such court by has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company as its authorized agent in the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such other Borrower, as applicable, at its address specified pursuant to Section 9.02. Each Borough of Manhattan in the parties hereto agrees that a final judgment City of New York upon which process may be served in any such action suit or proceeding proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to Qihoo 360 Technology Co. Ltd., Building Nx. 0, 0 Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, Xxxxxx’x Xxxxxxxx xx Xxxxx, Attention: Axxx Xxxxx Xx, shall be conclusive deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be enforced necessary to maintain such designation and appointment of such agent in other jurisdictions by suit on full force and effect for a period of seven years from the judgment or date of this Indenture. If for any reason such agent shall cease to be such agent for service of process, the Company shall forthwith appoint a new agent of recognized standing for service of process in any other manner provided by lawthe State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing in this Agreement herein shall affect the right of the Trustee, any agent or any Note shall affect any right that any party may otherwise have Holder to serve legal process in any other manner permitted by lawlaw or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto The Company and each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, submit to the nonexclusive jurisdiction of the United States District Court of for the Southern District of New York and the Supreme Court of the State of any New York State Court sitting in the Borough of Manhattan in New York County, and any appellate court from any thereof, in any action or proceeding City for purposes of all legal proceedings arising out of or relating to this AgreementIndenture, the Notes, the Subsidiary Guarantees or the Security Documents, or the transactions contemplated hereby or thereby. The Company and each Subsidiary Guarantor irrevocably waive, to the fullest extent permitted by law, any Note objection which it may now or any Designation Agreement, or for recognition or enforcement of any judgment, and each hereafter have to the laying of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect venue of any such action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Subsidiary Guarantor hereby irrevocably designates and appoints the CT Corporation System (“CT”) as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be heard and determined exclusively in such United States District Court or, in the event such United States District Court lacks subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, (i) the Administrative Agent and the Lenders shall retain the right to bring any such action or proceeding against any Designated Subsidiary that is a Foreign Subsidiary in the jurisdiction of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action or proceeding in the courts of any other jurisdiction in connection with the enforcement of any judgment. Each of the Designated Subsidiaries hereby agrees that service of process served in any such action or proceeding brought in any such court may be made upon the Process Agentsuit, and each Designated Subsidiary hereby irrevocably directs the Process Agent as its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in any such court by the mailing thereof by and agrees that service of process in accordance with applicable law upon CT (or any parties hereto by registered or certified mailsuccessor) at its office at 0000 Xxxxxxxx, postage prepaidXxx Xxxx, to Mondelēz International Xxx Xxxx 00000 (or such other Borroweraddress in the Borough of Manhattan, the City of New York, as the Company may designate by written notice to the other parties hereto) and written notice of such service to the Company, mailed or delivered to the CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, shall be deemed in every respect effective service of process upon the Company and, if applicable, such Subsidiary Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Such designation and appointment shall be irrevocable. Nothing in this Section 12.09 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any Subsidiary Guarantor in the courts of any jurisdiction or jurisdictions. The Company and each Subsidiary Guarantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect so long as this Indenture or any of the Notes shall be outstanding; provided that the Company may and shall (to the extent CT ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 12.09 that (a) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (b) is either (i) counsel for the Company or (ii) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (c) agrees to act as agent for service of process in accordance with this Section 12.09. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. To the extent that the Company or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction or any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company and each Subsidiary Guarantor hereby irrevocably waive such immunity in respect of its obligations under this Indenture, the Notes and the Subsidiary Guarantees, as applicable, at its address specified pursuant to Section 9.02. Each of 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. Nothing in this Agreement or any Note shall affect any right that any party may otherwise have to serve legal process in any other manner extent permitted by law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto Stockholder hereby agrees and irrevocably consents and unconditionally submits, for itself and its property, submits to the personal jurisdiction of the United States District Court of the Southern District of New York and the Supreme Court any court of the State of New York sitting or any -84- 92 xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx xx America located in the City and State of New York CountyYork, and United States of America, with respect to any appellate court from any thereofdispute, in any action controversy, action, or proceeding arising out of or relating to this Agreement, any Note or any Designation Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may shall be heard instituted, heard, and determined exclusively in such United States District Court orcourt. Each Stockholder agrees that such courts are convenient forums, in and hereby irrevocably waives, to the event such United States District Court lacks subject matter jurisdictionfullest extent they may effectively do so, such Supreme Court; provided that, notwithstanding the foregoing, (i) defense of an inconvenient forum to the Administrative Agent and the Lenders shall retain the right to bring any maintenance of such action or proceeding against any Designated Subsidiary proceeding. Each Stockholder agrees that is a Foreign Subsidiary in the jurisdiction process issued out of organization or existence of such Designated Subsidiary and (ii) each of the parties hereto shall retain the right to bring any such action court or proceeding in the courts of any other jurisdiction in connection accordance with the enforcement rules of any judgment. Each practice of the Designated Subsidiaries hereby agrees that service of process in any such action or proceeding brought in any such court may be made upon served by registered mail, return receipt requested, or by any other form of substituted service permitted by the Process Agentrules of such court (a) as to Yamada or Yamada Corporation, to Yamada, (b) as to Sunhorizon, to Sunhorizon, (c) as to the Management Stockholders or the Outside Directors, to Argo-Tech, and (d) as to the Trustee, to the Trustee, in each Designated Subsidiary and every case with mandatory copies to Yamada Corporation, to the Persons who are also Management Stockholders serving on the Board (or such other Person as they may designate), and to the Trustee. Yamada and Yamada Corporation hereby irrevocably directs designate and appoint Yamada; and the Process Agent Management Stockholders and the Outside Directors hereby irrevocably designates and appoints Argo-Tech as its their respective authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of Mondelēz International and each other Borrower hereby further irrevocably consents to the service of upon whom process may be served in any such action suit or proceeding in (it being understood that the designation of and acceptance by such agent shall become effective immediately upon the execution of this Agreement, and without any such court by further action on the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International part of the Stockholder or such other Borroweragent). Each Stockholder further agrees to take any and all actions, including without limitation, the execution and filing of all such instruments and documents, as applicable, at its address specified pursuant may be necessary to Section 9.02continue such designation and appointment in full force and effect until this Agreement shall have been terminated in each and every respect. Each of the The parties hereto agrees agree 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. Nothing in this Agreement or any Note Section shall affect any the right that of any party may otherwise have hereto to serve legal process in any other manner permitted by lawlaw or affect the right of any party hereto to bring any action or proceeding against the other party or its property.